U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB

         [X] Annual report under Section 13 or 15(d) of the Securities Exchange
             Act of 1934

         For the fiscal year ended December 31, 2003

         [ ] Transition report under Section 13 or 15(d) of the Securities
             Exchange Act of 1934

         For the transition period from                 to               .
                                        ---------------    --------------

Commission File No. 333-91817

                           CommerceFirst Bancorp, Inc.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)


             Maryland                                   52-2180744
---------------------------------          ------------------------------------
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)


                      1804 West Street, Annapolis MD 21401
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               (Address of Principal Executive Offices) (Zip Code)

Issuer's Telephone Number:  410-280-6695

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:  None

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  [ ].

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's revenues for the fiscal year ended December 31, 2003 were
approximately $2,816,000.

The aggregate market value of the outstanding Common Stock held by nonaffiliates
as of March 1, 2004 was approximately $4,954,000.

As of March 1, 2004, the number of outstanding shares of the Common Stock, $0.01
par value, of CommerceFirst Bancorp, Inc. was 822,250.

Transitional Small Business Disclosure Format   Yes  [ ]    No  [X].

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Annual Report to Shareholders for the Year Ended
December 31, 2003 are incorporated by reference in part II hereof.

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

         CommerceFirst Bancorp, Inc. (the "Company") was incorporated under the
laws of the State of Maryland on July 9, 1999, to serve as the bank holding
company for a newly formed Maryland chartered commercial bank. The Company was
formed by a group of local businessmen and professionals with significant prior
experience in community banking in the Company's market area, together with an
experienced community bank senior management team. The Company's sole
subsidiary, CommerceFirst Bank (the "Bank"), a Maryland chartered commercial
bank and member of the Federal Reserve System, commenced banking operations on
June 29, 2000. The Bank operates from one office in Annapolis, Maryland.

         The Bank operates as a community bank alternative to the superregional
financial institutions that dominate its primary market area. The cornerstone of
the Bank's philosophy is to provide superior, individualized service to its
customers. The Bank focuses on relationship banking, providing each customer
with a number of services, familiarizing itself with, and addressing itself to,
customer needs in a proactive, personalized fashion.

         In August 2000, the Company completed its initial offering of shares of
its common stock, $.01 par value ("Common Stock"), with the sale of 822,250
shares of Common Stock at a price of $10.00 per share, for total proceeds of
$8,222,500. After expenses of the offering, the Company received net proceeds of
$8,107,234. The Company initially capitalized the Bank with $6,500,000 of the
proceeds of the offering.

         Description of Services. The Bank offers full commercial banking
services to its business and professional clients. The Bank emphasizes providing
commercial banking services to sole proprietorships, small and medium-sized
businesses, partnerships, corporations, and non-profit organizations and
associations in and near the Bank's primary service area. Limited retail banking
services are offered to accommodate the individual needs of commercial customers
as well as members of the community the Bank serves.

         The Bank is developing a loan portfolio consisting primarily of
business loans with variable rates and/or short maturities where the cash flow
of the borrower is the principal source of debt service with a secondary
emphasis on collateral. Real estate loans are made generally for commercial
purposes and are structured with fixed rates that adjust in three to five years,
generally with maturities of five to ten years, or with variable rates tied to
various external indices and adjusting as the indices change.

         In general, the Bank offers the following credit services:

         1)       Commercial loans for business purposes including working
                  capital, equipment purchases, real estate, lines of credit,
                  and government contract financing. Asset based lending and
                  accounts receivable financing are available on a selective
                  basis.

         2)       Real estate loans for business and investment purposes.

         3)       Commercial lines of credit.

         4)       Merchant credit card services are offered through an outside
                  vendor.

         The direct lending activities in which the Bank engages each carries
the risk that the borrowers will be unable to perform on their obligations. As
such, interest rate policies of the Federal Reserve Board and general economic
conditions, nationally and in the Bank's primary market area, have a significant
impact on the Bank's and the Company's results of operations. To the extent that
economic conditions deteriorate, business and individual borrowers may be less
able to meet their obligations to the Bank in full in a timely manner, resulting
in decreased earnings or losses to the Bank. To the extent the Bank makes fixed
rate loans, general increases in interest rates will tend to reduce the Bank's
spread as the interest rates the Bank must pay for deposits increase while
interest income is flat. Economic conditions and interest rates may also
adversely affect the value of property pledged as security for loans.


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<PAGE>

         Deposit services include business and personal checking accounts, NOW
accounts, savings accounts, and a tiered Money Market Account basing the payment
of interest on balances on deposit. Certificates of Deposits are offered using a
tiered rate structure and various maturities. The acceptance of brokered
deposits is not a part of the Bank's core funding strategy, although we may
consider acceptance of a limited amount of brokered or other non-core deposits
if deemed appropriate by management in order to have available funding sources
for loans and investments.

         Other services for business accounts include Internet banking services,
cash management services such as sweep accounts-repurchase agreements, a limited
lockbox processing service, and credit card depository. An after hours
depository is also available.

         Bills have been introduced in each of the last four Congresses that
would permit banks to pay interest on checking and demand deposit accounts
established by businesses, a practice which is currently prohibited by
regulation. If the legislation effectively permitting the payment of interest on
business demand deposits is enacted, of which there can be no assurance, it is
likely that we may be required to pay interest on some portion of our
non-interest bearing deposits in order to compete against other banks. As a
significant portion of our deposits are non-interest bearing demand deposits
established by businesses, payment of interest on these deposits could have a
significant negative impact on our net income, net interest income, interest
margin, return on assets and equity, and other indices of financial performance.
We expect that other banks would be faced with similar negative impacts. We also
expect that the primary focus of competition would continue to be based on other
factors, such as quality of service.

         Source of Business. Management believes that the market segments which
the Bank targets, small to medium sized businesses and the professional base of
the Bank's market area, demand the convenience and personal service that a
smaller, independent financial institution such as the Bank can offer. It is
these themes of convenience and personal service that form the basis for the
Bank's business development strategies. The Bank provides services from its
strategically located main office in Annapolis, Maryland. It believes this
location meets the needs of the Bank's existing and potential customers, and
provides prospects for additional growth and expansion. Subject to obtaining
necessary regulatory approvals, capital adequacy, the identification of
appropriate sites, then current business demand and other factors, the Company
plans for the Bank to consider establishment of additional branch offices at
some point in the future. There can be no assurance that the Bank will establish
any additional branches or that they will be profitable.

         The Bank has capitalized upon the extensive business and personal
contacts and relationships of its Directors and Executive Officers to establish
the Bank's initial customer base. To introduce new customers to the Bank,
reliance is placed on aggressive officer-originated calling programs and
director, customer and shareholder referrals.

         The risk of nonpayment (or deferred payment) of loans is inherent in
commercial banking. The Bank's marketing focus on small to medium-sized
businesses may result in the assumption by the Bank of certain lending risks
that are different from those attendant to loans to larger companies. Management
of the Bank carefully evaluates all loan applications and attempts to minimize
its credit risk exposure by use of thorough loan application, approval and
monitoring procedures; however, there can be no assurance that such procedures
can significantly reduce such lending risks.

EMPLOYEES

         At December 31, 2003 the Bank employed 16 full time equivalents, two of
whom as senior officers. The Chairman of the Board, an attorney in private
practice, devotes considerable time each month to the advancement of the Bank,
principally in business development activities. The Company (as distinguished
from the Bank) does not have any employees or officers who are not employees or
officers of the Bank. None of the Bank's employees are represented by any
collective bargaining group, and the Bank believes that its employee relations
are good. The Bank provides a benefit program that includes health and dental
insurance, a 401(k) plan, and life and long-term disability insurance for
substantially all full time employees.


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<PAGE>

MARKET AREA AND COMPETITION

         Location and Market Area. The Bank's main office and the headquarters
of the Company and the Bank are located at 1804 West Street, Annapolis, Maryland
21401.

         The primary service area of the Bank is Anne Arundel County, Maryland,
with secondary effort directed toward the Baltimore/Washington vicinity. The
entire area attracts a substantial business community as well as fostering a
variety of support industries such as attorneys, lobbyists, government
contractors, real estate developers and investors, non-profit organizations,
tourism and consultants. In February 2004, the Bank hired an experienced banker
with extensive experience and contacts in lending in Prince George's County,
Maryland, to lead the expansion of Bank's activities in that county. As a result
the Company hopes to increase its presence and lending activity in Prince
George's during 2004. The Bank is considering plans to establish a branch in
Prince George's County, although there is no current commitment to any site, and
no definitive decision has been made. There can be no assurance that any branch
will be opened, or if opened, that it will be profitable.

         Anne Arundel County, with a total population of about 500,000, has over
13,000 business establishments providing about 275,000 jobs, and an unemployment
rate below the national average. Census data from 2000 reflect average and
median household income in Anne Arundel County of approximately $72.2 thousand
and $61.6 thousand, respectively. Vibrant commercial development, with the
attendant strong job growth, characterizes the Bank's primary marketing area.

         Competition. Deregulation of financial institutions and holding company
acquisitions of banks across state lines has resulted in widespread, fundamental
changes in the financial services industry. This transformation, although
occurring nationwide, is particularly intense in the greater Baltimore/
Washington, D.C. metropolitan area because of the changes in the area's economic
base in recent years and changing state laws authorizing interstate mergers and
acquisitions of banks, and the interstate establishment or acquisition of
branches.

         In both Anne Arundel and Prince George's Counties, Maryland,
competition is exceptionally keen from large banking institutions headquartered
outside of Maryland. In addition, the Bank competes with other community banks,
savings and loan associations, credit unions, mortgage companies, finance
companies and others providing financial services. Among the advantages that
many of these institutions have over the Bank are their abilities to finance
extensive advertising campaigns, maintain extensive branch networks and
technology investments, and to directly offer certain services, such as
international banking and trust services, which are not offered directly by the
Bank. Further, the greater capitalization of the larger institutions allows for
substantially higher lending limits than the Bank. Certain of these competitors
have other advantages, such as tax exemption in the case of credit unions, and
lesser regulation in the case of mortgage companies and finance companies.

REGULATION

         The following summaries of statutes and regulations affecting bank
holding companies do not purport to be complete discussions of all aspects of
such statutes and regulations and are qualified in their entirety by reference
to the full text thereof.

         The Company. The Company is a bank holding company registered under the
Bank Holding Company Act of 1956, as amended, (the "Act") and is subject to
supervision by the Federal Reserve Board. As a bank holding company, the Company
is required to file with the Federal Reserve Board an annual report and such
other additional information as the Federal Reserve Board may require pursuant
to the Act. The Federal Reserve Board may also make examinations of the Company
and each of its subsidiaries.

         The Act requires approval of the Federal Reserve Board for, among other
things, the acquisition by a proposed bank holding company of control of more
than five percent (5%) of the voting shares, or substantially all the assets, of
any bank or the merger or consolidation by a bank holding company with another
bank holding company. The Act also generally permits the acquisition by a bank
holding company of control or substantially all the assets of any bank located
in a state other than the home state of the bank holding company, except where
the bank has not been in existence for the


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<PAGE>

minimum period of time required by state law, but if the bank is at least 5
years old, the Federal Reserve Board may approve the acquisition.

         With certain limited exceptions, a bank holding company is prohibited
from acquiring control of any voting shares of any company which is not a bank
or bank holding company and from engaging directly or indirectly in any activity
other than banking or managing or controlling banks or furnishing services to or
performing service for its authorized subsidiaries. A bank holding company may,
however, engage in or acquire an interest in, a company that engages in
activities which the Federal Reserve Board has determined by order or regulation
to be so closely related to banking or managing or controlling banks as to be
properly incident thereto. In making such a determination, the Federal Reserve
Board is required to consider whether the performance of such activities can
reasonably be expected to produce benefits to the public, such as convenience,
increased competition or gains in efficiency, which outweigh possible adverse
effects, such as undue concentration of resources, decreased or unfair
competition, conflicts of interest or unsound banking practices. The Federal
Reserve Board is also empowered to differentiate between activities commenced de
novo and activities commenced by the acquisition, in whole or in part, of a
going concern. Some of the activities that the Federal Reserve Board has
determined by regulation to be closely related to banking include making or
servicing loans, performing certain data processing services, acting as a
fiduciary or investment or financial advisor, and making investments in
corporations or projects designed primarily to promote community welfare.

         Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the Federal Reserve Act on any extensions of credit to
the bank holding company or any of its subsidiaries, or investments in the stock
or other securities thereof, and on the taking of such stock or securities as
collateral for loans to any borrower. Further, a holding company and any
subsidiary bank are prohibited from engaging in certain tie-in arrangements in
connection with the extension of credit. A subsidiary bank may not extend
credit, lease or sell property, or furnish any services, or fix or vary the
consideration for any of the foregoing on the condition that: (i) the customer
obtain or provide some additional credit, property or services from or to such
bank other than a loan, discount, deposit or trust service; (ii) the customer
obtain or provide some additional credit, property or service from or to the
Company or any other subsidiary of the Company; or (iii) the customer not obtain
some other credit, property or service from competitors, except for reasonable
requirements to assure the soundness of credit extended.

         Effective on March 11, 2000, the Gramm Leach-Bliley Act of 1999 (the
"GLB Act") allows a bank holding company or other company to certify status as a
financial holding company, which allows such company to engage in activities
that are financial in nature, that are incidental to such activities, or are
complementary to such activities. The GLB Act enumerates certain activities that
are deemed financial in nature, such as underwriting insurance or acting as an
insurance principal, agent or broker, underwriting, dealing in or making markets
in securities, and engaging in merchant banking under certain restrictions. It
also authorizes the Federal Reserve Board to determine by regulation what other
activities are financial in nature, or incidental or complementary thereto. The
GLB Act allows a wider array of companies to own banks, which could result in
companies with resources substantially in excess of the Company's entering into
competition with the Company and the Bank.

         The Bank. The Bank, as a Maryland chartered commercial bank which is a
member of the Federal Reserve System (a "state member bank") and whose accounts
will be insured by the Bank Insurance Fund of the Federal Deposit Insurance
Corporation (the "FDIC") up to the maximum legal limits of the FDIC, is subject
to regulation, supervision and regular examination by the Maryland Department of
Financial Institutions and the Federal Reserve Board. The regulations of these
various agencies govern most aspects of the Bank's business, including required
reserves against deposits, loans, investments, mergers and acquisitions,
borrowing, dividends and location and number of branch offices. The laws and
regulations governing the Bank generally have been promulgated to protect
depositors and the deposit insurance funds, and not for the purpose of
protecting stockholders.

         Competition among commercial banks, savings and loan associations, and
credit unions has increased following enactment of legislation that greatly
expanded the ability of banks and bank holding companies to engage in interstate
banking or acquisition activities. As a result of federal and state legislation,
banks in the Washington D.C./Maryland/Virginia area can, subject to limited
restrictions, acquire or merge with a bank in another of the jurisdictions, and
can branch de novo in any of the jurisdictions. Additionally, legislation has
been proposed which may


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<PAGE>

result in non-banking companies being authorized to own banks, which could
result in companies with resources substantially in excess of the Company's
entering into competition with the Company and the Bank.

         Banking is a business that depends on interest rate differentials. In
general, the differences between the interest paid by a bank on its deposits and
its other borrowings and the interest received by a bank on loans extended to
its customers and securities held in its investment portfolio constitute the
major portion of the bank's earnings. Thus, the earnings and growth of the Bank
will be subject to the influence of economic conditions generally, both domestic
and foreign, and also to the monetary and fiscal policies of the United States
and its agencies, particularly the Federal Reserve Board, which regulates the
supply of money through various means including open market dealings in United
States government securities. The nature and timing of changes in such policies
and their impact on the Bank cannot be predicted.

         Branching and Interstate Banking. The federal banking agencies are
authorized to approve interstate bank merger transactions without regard to
whether such transaction is prohibited by the law of any state, unless the home
state of one of the banks has opted out of the interstate bank merger provisions
of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Riegle-Neal Act") by adopting a law after the date of enactment of the
Riegle-Neal Act and prior to June 1, 1997 which applies equally to all
out-of-state banks and expressly prohibits merger transactions involving
out-of-state banks. Interstate acquisitions of branches are permitted only if
the law of the state in which the branch is located permits such acquisitions.
Such interstate bank mergers and branch acquisitions are also subject to the
nationwide and statewide insured deposit concentration limitations described in
the Riegle-Neal Act.

         The Riegle-Neal Act authorizes the federal banking agencies to approve
interstate branching de novo by national and state banks in states that
specifically allow for such branching. The District of Columbia, Maryland and
Virginia have all enacted laws that permit interstate acquisitions of banks and
bank branches and permit out-of-state banks to establish de novo branches.

         The GLB Act made substantial changes in the historic restrictions on
non-bank activities of bank holding companies, and allows affiliations between
types of companies that were previously prohibited. The GLB Act also allows
banks to engage in a wider array of non-banking activities through "financial
subsidiaries."

         Capital Adequacy Guidelines. The Federal Reserve Board and the FDIC
have adopted risk based capital adequacy guidelines pursuant to which they
assess the adequacy of capital in examining and supervising banks and bank
holding companies and in analyzing bank regulatory applications. Risk-based
capital requirements determine the adequacy of capital based on the risk
inherent in various classes of assets and off-balance sheet items.

         State member banks are expected to meet a minimum ratio of total
qualifying capital (the sum of core capital (Tier 1) and supplementary capital
(Tier 2)) to risk weighted assets of 8%. At least half of this amount (4%)
should be in the form of core capital. These requirements apply to the Bank and
will apply to the Company (a bank holding company) once its total assets equal
$150,000,000 or more, it engages in certain highly leveraged activities or it
has publicly held debt securities.

         Tier 1 Capital generally consists of the sum of common stockholders'
equity and perpetual preferred stock (subject in the case of the latter to
limitations on the kind and amount of such stock which may be included as Tier 1
Capital), less goodwill, without adjustment for changes in the market value of
securities classified as "available for sale" in accordance with FAS 115. Tier 2
Capital consists of the following: hybrid capital instruments; perpetual
preferred stock which is not otherwise eligible to be included as Tier 1
Capital; term subordinated debt and intermediate-term preferred stock; and,
subject to limitations, general allowances for loan losses. Assets are adjusted
under the risk-based guidelines to take into account different risk
characteristics, with the categories ranging from 0% (requiring no risk-based
capital) for assets such as cash, to 100% for the bulk of assets which are
typically held by a bank holding company, including certain multi-family
residential and commercial real estate loans, commercial business loans and
consumer loans. Residential first mortgage loans on one to four family
residential real estate and certain seasoned multi-family residential real
estate loans, which are not 90 days or more past-due or non-performing and which
have been made in accordance with prudent underwriting standards are assigned a
50% level in the risk-weighing system, as are


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certain privately-issued mortgage-backed securities representing indirect
ownership of such loans. Off-balance sheet items also are adjusted to take into
account certain risk characteristics.

         In addition to the risk-based capital requirements, the Federal Reserve
Board has established a minimum 3.0% Leverage Capital Ratio (Tier 1 Capital to
total adjusted assets) requirement for the most highly-rated banks, with an
additional cushion of at least 100 to 200 basis points for all other banks,
which effectively increases the minimum Leverage Capital Ratio for such other
banks to 4.0% - 5.0% or more. The highest-rated banks are those that are not
anticipating or experiencing significant growth and have well diversified risk,
including no undue interest rate risk exposure, excellent asset quality, high
liquidity, good earnings and, in general, those which are considered a strong
banking organization. A bank having less than the minimum Leverage Capital Ratio
requirement shall, within 60 days of the date as of which it fails to comply
with such requirement, submit a reasonable plan describing the means and timing
by which the bank shall achieve its minimum Leverage Capital Ratio requirement.
A bank which fails to file such plan is deemed to be operating in an unsafe and
unsound manner, and could subject the bank to a cease-and-desist order. Any
insured depository institution with a Leverage Capital Ratio that is less than
2.0% is deemed to be operating in an unsafe or unsound condition pursuant to
Section 8(a) of the Federal Deposit Insurance Act (the "FDIA") and is subject to
potential termination of deposit insurance. However, such an institution will
not be subject to an enforcement proceeding solely on account of its capital
ratios, if it has entered into and is in compliance with a written agreement to
increase its Leverage Capital Ratio and to take such other action as may be
necessary for the institution to be operated in a safe and sound manner. The
capital regulations also provide, among other things, for the issuance of a
capital directive, which is a final order issued to a bank that fails to
maintain minimum capital or to restore its capital to the minimum capital
requirement within a specified time period. Such directive is enforceable in the
same manner as a final cease-and-desist order.

         Prompt Corrective Action. Under Section 38 of the FDIA, each federal
banking agency is required to implement a system of prompt corrective action for
institutions that it regulates. The federal banking agencies have promulgated
substantially similar regulations to implement the system of prompt corrective
action established by Section 38 of the FDIA. Under the regulations, a bank
shall be deemed to be: (i) "well capitalized" if it has a Total Risk Based
Capital Ratio of 10.0% or more, a Tier 1 Risk Based Capital Ratio of 6.0% or
more, a Leverage Capital Ratio of 5.0% or more and is not subject to any written
capital order or directive; (ii) "adequately capitalized" if it has a Total Risk
Based Capital Ratio of 8.0% or more, a Tier 1 Risk Based Capital Ratio of 4.0%
or more and a Tier 1 Leverage Capital Ratio of 4.0% or more (3.0% under certain
circumstances) and does not meet the definition of "well capitalized;" (iii)
"undercapitalized" if it has a Total Risk Based Capital Ratio that is less than
8.0%, a Tier 1 Risk based Capital Ratio that is less than 4.0% or a Leverage
Capital Ratio that is less than 4.0% (3.0% under certain circumstances); (iv)
"significantly undercapitalized" if it has a Total Risk Based Capital Ratio that
is less than 6.0%, a Tier 1 Risk Based Capital Ratio that is less than 3.0% or a
Leverage Capital Ratio that is less than 3.0%; and (v) "critically
undercapitalized" if it has a ratio of tangible equity to total assets that is
equal to or less than 2.0%.

         An institution generally must file a written capital restoration plan
which meets specified requirements with an appropriate federal banking agency
within 45 days of the date the institution receives notice or is deemed to have
notice that it is undercapitalized, significantly undercapitalized or critically
undercapitalized. A federal banking agency must provide the institution with
written notice of approval or disapproval within 60 days after receiving a
capital restoration plan, subject to extensions by the applicable agency.

         An institution that is required to submit a capital restoration plan
must concurrently submit a performance guaranty by each company that controls
the institution. Such guaranty shall be limited to the lesser of (i) an amount
equal to 5.0% of the institution's total assets at the time the institution was
notified or deemed to have notice that it was undercapitalized or (ii) the
amount necessary at such time to restore the relevant capital measures of the
institution to the levels required for the institution to be classified as
adequately capitalized. Such a guaranty shall expire after the federal banking
agency notifies the institution that it has remained adequately capitalized for
each of four consecutive calendar quarters. An institution which fails to submit
a written capital restoration plan within the requisite period, including any
required performance guaranty, or fails in any material respect to implement a
capital restoration plan, shall be subject to the restrictions in Section 38 of
the FDIA which are applicable to significantly undercapitalized institutions.


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         A "critically undercapitalized institution" is to be placed in
conservatorship or receivership within 90 days unless the FDIC formally
determines that forbearance from such action would better protect the deposit
insurance fund. Unless the FDIC or other appropriate federal banking regulatory
agency makes specific further findings and certifies that the institution is
viable and is not expected to fail, an institution that remains critically
undercapitalized on average during the fourth calendar quarter after the date it
becomes critically undercapitalized must be placed in receivership. The general
rule is that the FDIC will be appointed as receiver within 90 days after a bank
becomes critically undercapitalized unless extremely good cause is shown and the
federal regulators agree to an extension. In general, good cause is defined as
capital that has been raised and is imminently available for infusion into the
Bank except for certain technical requirements that may delay the infusion for a
period of time beyond the 90 day time period.

         Immediately upon becoming undercapitalized, an institution shall become
subject to the provisions of Section 38 of the FDIA, which (i) restrict payment
of capital distributions and management fees; (ii) require that the appropriate
federal banking agency monitor the condition of the institution and its efforts
to restore its capital; (iii) require submission of a capital restoration plan;
(iv) restrict the growth of the institution's assets; and (v) require prior
approval of certain expansion proposals. The appropriate federal banking agency
for an undercapitalized institution also may take any number of discretionary
supervisory actions if the agency determines that any of these actions is
necessary to resolve the problems of the institution at the least possible
long-term cost to the deposit insurance fund, subject in certain cases to
specified procedures. These discretionary supervisory actions include: requiring
the institution to raise additional capital; restricting transactions with
affiliates; requiring divestiture of the institution or the sale of the
institution to a willing purchaser; and any other supervisory action that the
agency deems appropriate. These and additional mandatory and permissive
supervisory actions may be taken with respect to significantly undercapitalized
and critically undercapitalized institutions.

         Additionally, under Section 11(c)(5) of the FDIA, a conservator or
receiver may be appointed for an institution where: (i) an institution's
obligations exceed its assets; (ii) there is substantial dissipation of the
institution's assets or earnings as a result of any violation of law or any
unsafe or unsound practice; (iii) the institution is in an unsafe or unsound
condition; (iv) there is a willful violation of a cease-and-desist order; (v)
the institution is unable to pay its obligations in the ordinary course of
business; (vi) losses or threatened losses deplete all or substantially all of
an institution's capital, and there is no reasonable prospect of becoming
"adequately capitalized" without assistance; (vii) there is any violation of law
or unsafe or unsound practice or condition that is likely to cause insolvency or
substantial dissipation of assets or earnings, weaken the institution's
condition, or otherwise seriously prejudice the interests of depositors or the
insurance fund; (viii) an institution ceases to be insured; (ix) the institution
is undercapitalized and has no reasonable prospect that it will become
adequately capitalized, fails to become adequately capitalized when required to
do so, or fails to submit or materially implement a capital restoration plan; or
(x) the institution is critically undercapitalized or otherwise has
substantially insufficient capital.

         Regulatory Enforcement Authority. Federal banking law grants
substantial enforcement powers to federal banking regulators. This enforcement
authority includes, among other things, the ability to assess civil money
penalties, to issue cease-and-desist or removal orders and to initiate
injunctive actions against banking organizations and institution-affiliated
parties. In general, these enforcement actions may be initiated for violations
of laws and regulations and unsafe or unsound practices. Other actions or
inactions may provide the basis for enforcement action, including misleading or
untimely reports filed with regulatory authorities.

         Deposit Insurance Premiums. The FDIA establishes a risk based deposit
insurance assessment system. Under applicable regulations, deposit premium
assessments are determined based upon a matrix formed utilizing capital
categories - well capitalized, adequately capitalized and undercapitalized -
defined in the same manner as those categories are defined for purposes of
Section 38 of the FDIA. Each of these groups is then divided into three
subgroups that reflect varying levels of supervisory concern, from those that
are considered healthy to those that are considered to be of substantial
supervisory concern. The matrix so created results in nine assessment risk
classifications, with rates ranging from 0.04% of insured deposits for
well-capitalized institutions having the lowest level of supervisory concern, to
0.31% of insured deposits for undercapitalized institutions having the highest
level of supervisory concern. In general, while the Bank Insurance Fund of the
FDIC ("BIF") maintains a reserve ratio of 1.25% or greater, no deposit insurance
premiums are required. When the BIF reserve ratio falls below that level, all
insured banks would be required to pay premiums.


                                       8

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

         The main office of the Bank and the executive offices of the Bank and
the Company are located at 1804 West Street, Annapolis, Maryland, in a brick and
masonry structure with ample parking. The Company leases 8,100 square feet in
the building under a five-year lease, which commenced in April 2000. Rent
expense was $178,008 and $172,612 for the years ended December 31, 2003 and
2002, respectively. The Company has three five-year renewal options. Management
believes adequate insurance coverage is in force.

ITEM 3.  LEGAL PROCEEDINGS.

         In the ordinary course of its business, the Company may become involved
in routine legal proceedings. At December 31, 2003, there were no pending, or to
the knowledge of the Company, threatened legal proceedings. Subsequent to
December 31, 2003, the Company was sued for breach of a purported oral contract
to sell personal property standing as collateral security for a defaulted loan.
Although the Company is early in the process of investigating the claims made,
it does not believe the claim to have substantial merit, and does not believe
that resolution of the suit will have a material adverse affect on the financial
condition of the Company, although there can be no assurances of this.

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

         No matters were submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 2003.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
         BUSINESS ISSUER REPURCHASES OF SECURITIES.

         Market for Common Stock and Dividends. The Company's Common Stock is
not traded on any organized exchange or on the Nasdaq National Market or the
Nasdaq Small Cap Market. As of December 31, 2003, one market maker made a market
in the Common Stock in the over the counter "bulletin board" market under the
symbol "CMFB". The Common Stock has traded only sporadically. No assurance can
be given that an active or established trading market will develop in the
foreseeable future. The following table sets forth the high and low bid prices
for the Common Stock during each calendar quarter since the first quarter of
2001. These quotations reflect interdealer prices, without retail markup,
markdown or commission, and may not represent actual transactions. These
quotations do not necessarily reflect the intrinsic or market values of the
Common Stock.

                        2003                  2002                   2001
                  ----------------     ------------------     -----------------
                  High      Low         High       Low         High      Low
First Quarter     $ 8.50    $ 8.25     $ 10.25    $ 10.00     $ 10.00   $ 10.00
Second Quarter    $ 8.75    $ 8.25     $ 10.50    $ 10.15     $ 10.00   $ 10.00
Third Quarter     $ 8.75    $ 8.25     $ 10.75    $  8.56     $ 10.00   $ 10.00
Fourth Quarter    $ 9.25    $ 8.75     $  8.75    $  8.75     $ 10.00   $ 10.00

         As of December 31, 2003, there were 822,250 shares of Common Stock
outstanding, held by approximately 325 shareholders of record. Additionally,
warrants to purchase 123,337 shares of common stock, at an exercise price of
$10.00 per share, were granted to the organizers of the Company in connection
with the Company's initial offering of shares. For additional information
regarding the warrants, see ITEM 11 (below) and Note 12 to the Consolidated
Financial Statements.

         Dividends. The Company has not paid any dividends to date. The payment
of dividends by the Company will depend largely upon the ability of the Bank,
its sole operating business, to declare and pay dividends to the Company, as the
principal source of the Company's revenue will initially be from dividends paid
by the Bank.


                                       9

<PAGE>

Dividends will depend primarily upon the Bank's earnings, financial condition
and need for funds, as well as governmental policies and regulations applicable
to the Company and the Bank. As anticipated, the Bank incurred losses during its
initial phase of operations, and therefore the Bank did not pay any dividends to
the Company. The Bank achieved month-to-month profitability in January 2003 and
recorded its first profitable year in 2003. However, even if the Bank and the
Company have earnings in an amount sufficient to pay dividends, the Board of
Directors may determine to retain earnings for the purpose of funding the growth
of the Company and the Bank.

         Regulations of the Federal Reserve Board and Maryland law place limits
on the amount of dividends the Bank may pay to the Company without prior
approval. Prior regulatory approval is required to pay dividends which exceed
the Bank's net profits for the current year plus its retained net profits for
the preceding two calendar years, less required transfers to surplus.
Additionally, without prior approval, the Bank may pay dividends only out of its
undivided profits. State and federal bank regulatory agencies also have
authority to prohibit a bank from paying dividends if such payment is deemed to
be an unsafe or unsound practice, and the Federal Reserve Board has the same
authority over bank holding companies.

         The Federal Reserve Board has established guidelines with respect to
the maintenance of appropriate levels of capital by registered bank holding
companies. Compliance with such standards, as presently in effect, or as they
may be amended from time to time, could possibly limit the amount of dividends
that the Company may pay in the future. In 1985, the Federal Reserve Board
issued a policy statement on the payment of cash dividends by bank holding
companies. In the statement, the Federal Reserve Board expressed its view that a
holding company experiencing earnings weaknesses should not pay cash dividends
exceeding its net income, or which could only be funded in ways that weaken the
holding company's financial health, such as by borrowing. As a depository
institution, the deposits of which are insured by the FDIC, the Bank may not pay
dividends or distribute any of its capital assets while it remains in default on
any assessment due the FDIC. The Bank currently is not in default under any of
its obligations to the FDIC.

         Issuer Repurchases of Securities During the Fourth Quarter of 2003.
         None.

         Recent Sales of Unregistered Shares.   None.

         Use of Proceeds: On February 22, 2000, the Company's registration
statement on Form SB-2 (No. 333-91817) relating to its initial offering of
common stock, $.01 par value, was declared effective by the Securities and
Exchange Commission, and the offering commenced. On July 22, 2000, the Company's
post-effective amendment no. 1 to the Company's registration statement was
declared effective by the Securities and Exchange Commission, and the offering
was extended to August 18, 2000. On June 29, 2000, subscriptions for 648,450
shares (not including 65,000 shares purchased by organizers in exchange for
organizer shares previously issued for an aggregate of $650,000) were accepted
and a closing was held with respect to those shares, resulting in net proceeds
of $6,484,500. On August 18, 2000, escrow was broken with respect to an
additional 99,150 shares, for additional gross proceeds of $991,150. Total
proceeds of the offering, including organizer share purchases, were $8,222,500.
No person or entity underwrote the Company's offering, which was made through
the efforts of the Company's organizing directors and executive officers, with
the limited assistance of Koonce Securities, Inc., in order to comply with the
securities laws of certain of the states in which the shares were offered.
Koonce receive a fee of $15,000 for its services in connection with the
offering, and reimbursement of $1,026 for deposit delivery services. A total of
$6,500,000 has been contributed through December 31, 2003 to the capital of the
Bank for use in its lending and investment activities. An aggregate of $452,354
has been expended by the Bank in renovation and equipping of its main office. Of
the remaining proceeds of the offering retained by the Company, the balance,
approximately $1,178,651, is held in a demand deposit in the Bank to be used for
Company expenses and other corporate purposes.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

         The information required by this item is incorporated by reference to
the material appearing under the caption "Management Discussion and Analysis"
appearing at pages 2 to 13 of the Company's Annual Report to Shareholders for
the year ended December 31, 2003.


                                       10

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

         The information required by this item is incorporated by reference to
the Consolidated Financial Statements appearing at pages 14 to 34 of the
Company's Annual Report to Shareholders for the year ended December 31, 2003.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.

ITEM 8A. CONTROLS AND PROCEDURES

         The Company's management, under the supervision and with the
participation of the Chief Executive Officer and Chief Financial Officer,
evaluated, as of the last day of the period covered by this report, the
effectiveness of the design and operation of the Company's disclosure controls
and procedures, as defined in Rule 15d-15 under the Securities Exchange Act of
1934. Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures were
adequate. There were no changes in the Bank's internal control over financial
reporting (as defined in Rule 13a-15 under the Securities Act of 1934) during
the quarter ended December 31, 2003 that has materially affected, or is
reasonably likely to materially affect, the Bank's internal control over
financial reporting.

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

         The Company's Articles of Incorporation provide that the number of
Directors of CommerceFirst Bancorp, Inc. shall be not less than 3 or more than
25. The Bylaws provide that the number of Directors shall be fixed from time to
time by the majority vote of the Directors then in office. On October 16, 2003,
the Directors by unanimous vote increased the number of Directors from five (5)
to nine (9). At that same meeting, the Directors by unanimous vote elected John
J. Barron, Charles L. Hurtt, Jr., CPA, Robert R. Mitchell and John A.
Richardson, Sr. to fill those positions. The Company's Bylaws further provide
that the Board of Directors shall be divided into three classes, with one class
being elected each year for a three-year term. Mr. Hurtt was assigned to class
2004, Mr. Barron and Mr. Richardson were assigned to class 2005, and Mr.
Mitchell was assigned to class 2006. Accordingly, each class now consists of
three (3) Directors.

         The size of the Company's Board of Directors is currently set at nine
(9) Directors, with three (3) terms expiring this year. The Board of Directors
has nominated three (3) persons for election as Directors at the Annual Meeting
for three-year terms. The Board of Directors is also presenting for shareholder
election, directors appointed to the Classes of 2005 and 2006 in October 2003.
The nominees for election as Directors currently serve as members of the Board
of Directors.

         Set forth below is a description of the principal occupation and
business experience of each of the directors and executive officers of the
Company. Except as expressly indicated below, each person has been engaged in
his principal occupation for at least five years.

         Milton D. Jernigan, II. Mr. Jernigan, 49, an attorney engaged in
private practice since 1982, is a co-founder and is a co-managing principal of
the law firm of McNamee, Hosea, Jernigan, Kim, Greenan & Walker, P.A. Mr.
Jernigan is the Resident Principal-in-Charge of the firm's Annapolis office. Mr.
Jernigan's practice areas have included corporate, business, real estate, tax,
banking and regulatory law and he has represented numerous businesses, companies
and their owners in various corporate, real estate, tax and planning matters.
Since 1984, Mr. Jernigan's practice has included representing various real
estate, business and corporate clients, including banks and bank holding
companies in organization, capital formation, mergers and acquisitions, general
business, lending and other matters, including matters before the Federal
Deposit Insurance Corporation, the Federal Reserve Board, the Federal Reserve
Bank of Richmond, the Federal Reserve Bank of Cleveland, the Office of the
Comptroller of the Currency, the Maryland State Bank Commissioner, the
Securities and Exchange Commission and the Maryland State


                                       11

<PAGE>

Securities Commissioner. In 1989 Mr. Jernigan was one of the founding organizers
and members of the Board of Directors of the former Commerce Bank in College
Park, Maryland. Mr. Jernigan served as General Counsel to Commerce Bank from its
organization until its acquisition by MainStreet BankGroup in December 1997.
MainStreet BankGroup was subsequently acquired by BB&T Corporation in 1999.
Commerce Bank's operations continue today as a part of BB&T Bank. From 1989
until 1993, Mr. Jernigan served as a member of the Board of Directors of
Commerce Bank and served on its Executive, Loan, Compensation and Strategic
Planning Committees. Mr. Jernigan is a resident of Annapolis, Maryland and is
active in local chambers of commerce, service and civic organizations, including
serving on the Board of Directors of the Annapolis and Anne Arundel County
Chamber of Commerce and the Board of Trustees of the Anne Arundel County Bar
Association. Mr. Jernigan is a founding organizer of the Company and its bank
subsidiary and is a member of the Board of Directors of the Company, where he
serves as Chairman of the Board. Mr. Jernigan also serves as a member of and as
Chairman of the Board of Directors of CommerceFirst Bank, as a member and
Chairman of the Executive Committee of the Board of CommerceFirst Bank and as a
member of the Loan and Compensation Committees of the Bank. Mr. Jernigan's
current term as director of the Company expires in 2005.

         Alvin R. Maier. Mr. Maier, 70, a private investor, until his retirement
in 2001 was engaged in the business of manufacturing and selling building
supplies as President of Ernest Maier, Inc. Mr. Maier had been a corporate
officer of Ernest Maier, Inc. since 1955. Mr. Maier was one of the original
organizers and directors of Commerce Bank. Mr. Maier served as Chairman of the
Board of Commerce Bank (and following its acquisition by MainStreet) from 1989
until the acquisition of MainStreet by BB&T Corporation in 1999; he served on
the bank's Executive, Loan, Compensation and Strategic Planning Committees. A
Korean War veteran, Mr. Maier is a resident of Anne Arundel County and is active
in several local service and civic organizations, including Rotary International
in which he has a 33-year perfect attendance record. Mr. Maier is a founding
organizer of the Company and a member of the Board of Directors of the Company
and the Bank. Mr. Maier's current term as director of the Company expires in
2006.

         Richard J. Morgan. Mr. Morgan, 56, until joining the Company and the
Bank, was involved as a cabinet level officer in the County Executive
Administration, in the management of economic and community development
programs, focusing on marketing, project and financial management, throughout
Anne Arundel County as President and Chief Executive Officer of Anne Arundel
Economic Development Corporation ("AAEDC"), a position he held since 1997. Mr.
Morgan was awarded the 2002 Business Leader of the Year by both the Annapolis &
Anne Arundel County Chamber of Commerce and the Anne Arundel County
Entrepreneur's Exchange; the Service Excellence Award by the Anne Arundel Trade
Council in 1998 and County Business Leader of the Year in 1994. From 1990 to
1997, Mr. Morgan served as President and Chief Executive Officer of Annapolis
National Bank. Under Mr. Morgan's leadership, Annapolis National Bank became a
successful, well-capitalized and profitable commercial bank and earned an
"Outstanding" CRA rating. Annapolis National Bank became one of Maryland's top
five SBA lenders and Mr. Morgan was selected as the SBA's Financial Services
Leader of the Year for the State of Maryland in 1994. Mr. Morgan has also served
as Chief Financial Officer and Group Vice President of the Toddson Company,
Inc.; Chief Financial Officer and Group Vice President of the Phillips
Corporation; Regional Vice President and Loan Officer of Maryland National Bank
and served in commercial lending roles with Marine Midland Bank in New York from
1970 to 1977. At Maryland National Bank, he was responsible for building the
commercial loan portfolio in the Washington suburban market from zero to $150
million. Mr. Morgan has over 30 years of banking and financial management
experience and has served on numerous boards, commissions and community service
groups in Annapolis and Anne Arundel County including as Board member and
Assistant Treasurer of the Anne Arundel Medical Center; Board member and Chair
of United Way of Anne Arundel County Board and Executive Committee; 2004 Chair
of the Annapolis and Anne Arundel Chamber of Commerce (formerly Trade Council)
and Chair of the Chamber's Economic Development Committee; member of the State
of Maryland's Neighborhood Revitalization Loan Committee; Treasurer and member
of the Executive Committee of the Maryland Economic Development Association;
Board member of the Anne Arundel Community College Foundation; and Board member
of Leadership Anne Arundel and Chair for the Executive Leadership Program. Mr.
Morgan is a founding organizer of the Company and a member of the Board of
Directors of the Company and the Bank. Mr. Morgan's current term as director of
the Company expires in 2006.


                                       12

<PAGE>

         Lamont Thomas. Mr. Thomas, 63, until joining the Company and the Bank,
served as the Executive Vice President and Treasurer (chief operating and
financial officer) of Commerce Bank in College Park, Maryland from September
1989 until July 1999. Mr. Thomas was one of the original organizers and
directors of Commerce Bank and served as a director until MainStreet's
acquisition by BB&T in 1999. Mr. Thomas served on Commerce Bank's Executive,
Asset/Liability and Strategic Planning Committees. From 1976 until the
organization of Commerce Bank, Mr. Thomas managed numerous corporate functions
of Citizens Bank of Maryland, a then $1.8 billion commercial bank in the
Washington D.C. area. As Vice President and Treasurer, Mr. Thomas was also
responsible for liaison with the Federal Deposit Insurance Corporation and the
Maryland State Banking Department. Mr. Thomas is a founding organizer of the
Company and a member of the Board of Directors of the Company and the Bank. Mr.
Thomas's current term as director of the Company expires in 2004.

         John J. Barron. Mr. Barron, 58, is currently President of O'Neil Pools
& Spas, a leading custom pool and spa design, build and service firm in
Annapolis. From 1994 to 1999 he was Vice President of Business Development and
Logistics at Day-Timers, Inc., a subsidiary of Fortune Brands, Inc. and provider
of time management and organizational solutions. From 1985 to 1994 Mr. Barron
served first as Senior Vice President - Operations and later as Senior Vice
President - Manufacturing of ACCO USA, Inc., a leading global supplier of office
products including such premier brands as Day-Timer, Swingline and ACCO. Mr.
Barron has participated in the Executive Leadership Series, and is a member of
Leadership Anne Arundel. Mr. Barron is a resident of Anne Arundel County. Mr.
Barron is a member of the Board of Directors of the Company and the Bank.
Subject to shareholder approval at the meeting, Mr. Barron's current term as a
director of the Company expires in 2005.

         Edward B. Howlin, Jr. Mr. Howlin, 67, is the Chairman and Chief
Executive Officer of Howlin Realty Management, Inc., a real estate holding,
management and development firm, and of Edward B. Howlin, Inc., a management and
holding company, and of its subsidiary companies, Dunkirk Supply, Inc. and
Howlin Concrete, Inc. In addition to real estate management and development, the
Howlin companies construct residential subdivisions and design, manufacture and
sell construction components, systems and supplies to various commercial,
residential and government projects primarily in Southern Maryland. Mr. Howlin
is a founding organizer of the Company and a member of the Board of Directors of
the Company and the Bank. Mr. Howlin's current term as director of the Company
expires in 2004.

         Charles L. Hurtt, Jr., CPA. Mr. Hurtt, 57, is the founder and President
of Charles L. Hurtt, Jr., P.A., a certified public accounting firm located in
Pasadena, Maryland. In addition to providing traditional accounting and tax
services to small and medium size businesses, the firm also assists clients in
retirement and investment planning. Mr. Hurtt serves as a trustee for several
privately held trusts. Mr. Hurtt has been involved in several charitable and
civic organizations, including organizations involved in youth programs in
Prince George's County and as a director of the Crusade Athletic League. Mr.
Hurtt is also active in several professional associations, including the
Maryland Society of Accountants, the National Society of Accountants and the
Maryland Association of Certified Public Accountants. Mr. Hurtt is a director
and President of the Hidden Harbour I Association in Ocean City, Maryland and is
a resident of Anne Arundel County. Mr. Hurtt is a member of the Board of
Directors of the Company and the Bank. Mr. Hurtt's current term as a director of
the Company expires in 2004.

         Robert R. Mitchell. Mr. Mitchell, 61, until retiring in 1988 was the
President of Mitchell Business Equipment, Inc., with which he served for over 20
years until its sale in 1988. Mitchell Business Equipment, Inc. represented
several nationally known brands of general business equipment, providing sales
and services to a wide range of clients, from small storefront retail operations
to billion dollar corporations. Mr. Mitchell was one of the original organizers
and directors of Commerce Bank and served as a director of Commerce Bank from
1989 until its acquisition by MainStreet in 1997. Mr. Mitchell served on
Commerce Bank's Executive, Loan, Business Development and Strategic Planning
Committees. Mr. Mitchell has served as an outside director of two privately held
local business firms and is active in local service and civic organizations,
including membership in Rotary International for 20 years, service on the Prince
George's Salvation Army Local Board for 15 years and membership in the Anne
Arundel Junior Golf Association for 6 years. Mr. Mitchell is a resident of
Harwood, Maryland. Mr. Mitchell is a founding organizer of the Company and is a
member of the Board of Directors of the Company and the Bank. Subject to
shareholder approval at the meeting, Mr. Mitchell's current term as a director
of the Company expires in 2006.


                                       13

<PAGE>

         John A. Richardson, Sr. Mr. Richardson, 60, until his retirement in
April 2000 was engaged in electrical equipment and fixture sales as President of
Branch Electric Supply Company, a position he had held since 1968. Mr.
Richardson is also the President of Crofton Bowling Center and is a partner in
numerous real estate investment partnerships located throughout Anne Arundel and
Prince George's Counties and continues to work as a consultant and manages real
estate. Mr. Richardson is a member of the National Bowling Proprietors
Association. Mr. Richardson is a resident of Anne Arundel County. Mr. Richardson
is a founding organizer of the Company and is a member of the Board of Directors
of the Company and the Bank. Subject to shareholder approval at the meeting, Mr.
Richardson's current term as a director of the Company expires in 2005.

         Audit Committee Financial Expert. The Board of Directors of the Company
established a standing Audit Committee on October 16, 2003. The Audit Committee
is currently comprised of Mr. Hurtt, Chairman and Messrs. Barron, Mitchell and
Richardson. Each of the members of the Audit Committee is a non-employee,
outside director, and is an "independent director" within the meaning of Rule
4200(a)(15) of the National Association of Securities Dealers. The Company Audit
Committee is responsible for the review and evaluation of the Company's internal
controls and accounting procedures. It also periodically reviews audit reports
with the Company's independent auditors, recommends the annual appointment of
such auditors, and reviews and approves the Company's quarterly and annual
filings with the Securities and Exchange Commission. The audit committee is also
responsible for pre-approving all audit and non-audit services provided by the
independent auditors. Established in October 2003, the Company's Audit Committee
met once during 2003. The Board of Directors has determined that Mr. Hurtt is an
"audit committee financial expert" as defined under regulations of the
Securities and Exchange Commission.

         Prior to the formation of the Company Audit Committee, the Audit
Committee of the Bank served as the Audit Committee for the Company. The Bank
Audit Committee reviewed and evaluated the Bank's internal controls and
accounting procedures. It also periodically reviewed audit reports with the
independent auditors and, from time to time, other consultants. The Bank Audit
Committee is currently comprised of Mr. Hurtt, Acting Chairman, and Directors
Barron, Delavan, Gray, Jernigan, Sr., Lombardo, Marino and Riddle. During the
2003 fiscal year, the Bank Audit Committee met three times.

         Section 16 Compliance.  Not applicable.

         Code of Ethics. The Company has adopted a Code of Ethics that applies
to the President and Executive Vice President/Chief Financial Officer. The
Company will provide a copy of the Code of Ethics without charge upon written
request directed to Candace M. Springmann, Corporate Secretary, CommerceFirst
Bancorp, Inc, 1804 West Street, Annapolis, Maryland 21401.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth a comprehensive overview of the compensation for
all executive officers of the Company who received total salary and bonus of
$100,000 or more during the fiscal years ended December 31, 2003.


                                       14

<PAGE>

                                    SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                           Long-term
                                                                          Compensation
                                         Annual Compensation                  Awards
                                    ----------------------------        -----------------
                                                                            Securities          All Other
Name and Principal Position         Year       Salary        Bonus      Underlying Options    Compensation(s)
---------------------------         ----      --------       -----      ------------------    ---------------

<S>                                 <C>       <C>              <C>             <C>               <C>
Richard J. Morgan                   2003      $139,848         $0              0(1)              $6,928(2)
President and Chief Executive       2002      $135,000         $0              0                 $6,928(3(
Officer of the Company and          2001      $125,000         $0              0                 $6,696(4)
the Bank

Lamont Thomas                       2003      $134,972         $0              0(5)              $7,473(6)
Executive Vice President and        2002      $130,000         $0              0                 $7,473(7)
Chief Operating Officer of the      2001      $120,000         $0              0                 $7,117(8)
Company and the Bank
</TABLE>

------------------------------------------------------
1 Mr. Morgan is entitled to receive options to purchase 10,000 shares of Common
  Stock, which have not yet been granted.
2 Represents insurance premium of $948 and car allowance of $5,980.
3 Represents insurance premium of $948 and car allowance of $5,980.
4 Represents insurance premium of $716 and car allowance of $5,980.
5 Mr. Thomas is entitled to receive options to purchase 7,500 shares of Common
  Stock, which have not yet been granted.
6 Represents insurance premium of $1,493 and car allowance of $5,980.
7 Represents insurance premium of $1,493 and car allowance of $5,980.
8 Represents insurance premium of $1,137 and car allowance of $5,980.

         Employment  Agreements. Mr. Morgan and Mr. Thomas each has an
employment agreement with the Company pursuant to which they serve as President
and Chief Executive Officer of the Bank, and Executive Vice President and Chief
Operating Officer of the Bank, respectively.

         President's Employment Agreement. Under his employment agreement, Mr.
Morgan is entitled to receive a 2004 base salary of $140,000, a term life
insurance policy in the amount of $300,000, and options (which have not yet been
issued) to purchase 10,000 shares of common stock at an exercise price of $10.00
per share. Mr. Morgan is also entitled to receive bonuses and additional grants
of options as determined by the Board of Directors, and to participate in all
other health, welfare, benefit, stock, option and bonus plans, if any, generally
available to officers or employees of the Company. Mr. Morgan is also entitled
to the use of a leased vehicle or a comparable vehicle allowance. The term of
Mr. Morgan's employment agreement expires on August 15, 2009 unless sooner
terminated. If the agreement is terminated by the Company without cause, the
Company will continue to pay Mr. Morgan his annual compensation and benefits as
severance compensation for a period of 12 months. In the event of any change in
control (as defined) of the Company, Mr. Morgan may continue his employment,
execute a new employment agreement on mutually agreeable terms or resign his
employment. In the event that Mr. Morgan resigns or is terminated within 12
months of the change in control, Mr. Morgan will be entitled to the sum of twice
the base salary and bonuses paid to him during the 12 months immediately
preceding the change in control.

         Executive Vice President's Employment Agreement. Under his employment
agreement, Mr. Thomas is entitled to receive a 2004 base salary of $135,000, a
term life insurance policy in the amount of $200,000, and options (which have
not yet been issued) to purchase 7,500 shares of common stock at an exercise
price of $10.00 per share. Mr. Thomas is also entitled to receive bonuses and
additional grants of options as determined by the Board of Directors, and to
participate in all other health, welfare, benefit, stock, option and bonus
plans, if any, generally available to officers or employees of the Company. Mr.
Thomas is also entitled to the use of a leased vehicle or a comparable vehicle
allowance. The term of Mr. Thomas' employment agreement expires on August 15,
2009 unless sooner terminated. If the agreement is terminated by the Company
without cause, the Company will continue to pay Mr.


                                       15

<PAGE>

Thomas his annual compensation and benefits as severance compensation for a
period of 12 months. In the event of any change in control (as defined) of the
Company, Mr. Thomas may continue his employment, execute a new employment
agreement on mutually agreeable terms or resign his employment. In the event
that Mr. Thomas resigns or is terminated within 12 months of the change in
control, Mr. Thomas will be entitled to the sum of twice the base salary and
bonuses paid to him during the 12 months immediately preceding the change in
control.

         Employee Benefit Plans. The Bank provides a benefit program that
includes health and dental insurance, life and long term and short-term
disability insurance and a 401(k) plan under which the Company commenced in 2003
a 50% match of eligible employee contributions up to 6% of base salary.

DIRECTOR COMPENSATION

          Directors of the Company and Bank did not receive compensation for
membership on the Board or attendance at Board or committee meetings in 2003;
however, such compensation may be considered at some future date. Under his
employment agreement with the Company, Mr. Jernigan is entitled to receive
$34,500 in 2004 for service as Chairman of the Boards of Directors of the
Company and the Bank, a term life insurance policy in the amount of $100,000,
and options (which have not yet been issued) to purchase 2,500 shares of common
stock at an exercise price of $10.00 per share. He is also entitled to receive
cash bonuses and additional grants of options as determined by the Board of
Directors. The term of Mr. Jernigan's employment agreement expires on August 15,
2009. If the agreement is terminated by the Company without cause, the Company
will continue to pay his annual compensation and benefits as severance
compensation for a period of 12 months. In the event of any change in control
(as defined) of the Company, Mr. Jernigan may continue his employment, execute a
new employment agreement on mutually agreeable terms or resign his employment.
In the event that Mr. Jernigan resigns or is terminated within 12 months of the
change in control, Mr. Jernigan will be entitled to the sum of twice the base
salary and bonuses paid to him during the 12 months immediately preceding the
change in control.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         The following table sets forth certain information as of December 31,
2003 concerning the number and percentage of shares of the Company's Common
Stock beneficially owned by its directors, nominee for director, executive
officers the compensation of which is disclosed herein, and by its directors and
all executive officers as a group, as well as information regarding each other
person known by the Company to own in excess of 5% of the outstanding Common
Stock. Except as otherwise indicated, all shares are owned directly, and the
named person possesses sole voting and sole investment power with respect to all
such shares. Except as set forth below, the Company knows of no other person or
persons, who beneficially own in excess of 5% of the Company's Common Stock.
Further, the Company is not aware of any arrangement that at a subsequent date
may result in a change of control of the Company.


                                       16

<PAGE>

                            SECURITY OWNERSHIP TABLE
<TABLE>
<CAPTION>

Name                               Age   Position                         Number of Shares   Percentage(1)
----------------------------------------------------------------------------------------------------------

<S>                                 <C>                                       <C>               <C>
Milton D. Jernigan II               49   Chairman of the Board of the          35,476(2)          4.27%
                                         Company and the Bank

Alvin R. Maier                      70   Vice Chairman and Treasurer           95,065(3)         11.33%
9115 A Bursa Road                        of the Company; Vice Chairman
Laurel MD 20723                          of the Bank

Richard J. Morgan                   56   President and CEO of the              13,072(4)          1.58%
                                         Company and the Bank

Lamont Thomas                       63   Executive Vice President of the       28,124(5)          3.39%
                                         Company and the Bank; Treasurer
                                         of the Bank

John J. Barron                      58   Director of the Company and Bank      10,000             1.22%

Edward B. Howlin, Jr.               67   Director of the Company and Bank     120,320(6)         14.28%
2880 Dunkirk Way
Dunkirk MD 20754

Charles L. Hurtt, Jr., CPA          57   Director of the Company and Bank       5,000             0.61%

Robert R. Mitchell                  61   Director of the Company and Bank      28,064(7)          3.38%

John A. Richardson, Sr.             60   Director of the Company and Bank      28,964(8)          3.49%
                                                                              --------           -----

All directors and executive officers of
the Company as a group (9 persons)                                            364,085(9)         40.51%
</TABLE>

1        Represents percentage of 822,250 shares issued and outstanding as of
         March 1, 2004, except with respect to individuals holding warrants to
         acquire common stock exercisable within sixty days of March 1, 2004, in
         which event represents percentage of shares issued and outstanding as
         of March 1, 2004 plus the number of such options or warrants held by
         such person, and all directors and officers as a group, which
         represents percentage of shares outstanding as of March 1, 2004 plus
         the number of such warrants held by all such persons as a group.. At
         March 1, 2004 there were 123,337 outstanding warrants that were
         exercisable at any time at an exercise price of $10.00 per share. At
         March 1, 2004, there were no outstanding options exercisable within 60
         days of March 1, 2004.
2        Includes warrants to purchase 8,876 shares. Does not include options
         to purchase 2,500 shares, which have not been physically issued.
3        Includes warrants to purchase 16,965 shares.
4        Includes warrants to purchase 6,072 shares. Does not include options
         to purchase 10,000 shares, which have not been physically issued.
5        Includes warrants to purchase 8,124 shares. Does not include options
         to purchase 7,500 shares, which have not been physically issued.
6        Includes warrants to purchase 20,320 shares.
7        Includes warrants to purchase 8,064 shares.
8        Includes warrants to purchase 8,064 shares.
9        Includes warrants to purchase 76,485 shares. Does not include options
         to purchase 20,000 shares, which have not been physically issued

         Securities Authorized for Issuance Under Equity Compensation Plans. The
following table sets forth information regarding outstanding options and other
rights to purchase common stock under the Company's compensation plans.


                                       17


<PAGE>


                                        EQUITY COMPENSATION PLAN INFORMATION
<TABLE>
<CAPTION>

                                                                                             Number of securities
                                                                                              remaining available
                                                                                              for future issuance
                                       Number of securities           Weighted average            under equity
                                           to be issued               exercise price of         compensation plans
                                    upon exercise of outstanding     outstanding options,     (excluding securities
       Plan category                options, warrants and rights     warrants and rights      reflected in column (a)
---------------------------------------------------------------------------------------------------------------------
                                               (a)                          (b)                        (c)

<S>                                        <C>                           <C>                       <C>
Equity compensation plans
approved by security holders (1)                0                           N/A                         0
Equity compensation plans not
approved by security holders               123,337(1)                    123,337(1)                143,337(1)
                                           ---------                     ----------                ----------
              Total                        123,337(1)                    123,337(1)                143,337(1)
                                           ==========                    ==========                ==========
</TABLE>

(1) Column (c) includes, and column (a) reflects, 123,337 shares of common stock
subject to issuance upon the exercise of warrants issued to organizers of the
Company and Bank under the Organizer's Agreement and related Warrant Plan, as
amended and restated, which provided for the issuance to organizers of warrants
to purchase an aggregate of 15% of the number of shares sold in the Company's
initial registered offering of shares of its common stock. The warrants are
fully vested, and have a term ending in August 2010. The warrants are subject to
call by the Company upon the occurrence of certain events, and are subject to
mandatory exercise or forfeiture upon certain regulatory events. Column (c) also
includes, and column (a) does not reflect, options to purchase 20,000 shares of
common stock at an exercise price of $10.00 per share issuable to certain
officers of the Company under their employment agreements, described in response
to Item 10 hereof. No additional options are required to be issued under the
employment agreements.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with some of its and the
Company's directors, officers, and employees and their associates. In the past,
substantially all of such transactions have been on the same terms, including
interest rates, maturities and collateral requirements as those prevailing at
the time for comparable transactions with non-affiliated persons and did not
involve more than the normal risk of collectibility or present other unfavorable
features.

         The maximum aggregate amount of loans during 2003 to officers,
directors and their related interests amounted to $4,573,154, representing
approximately 100.1% of the Company's total shareholders' equity at December 31,
2003. In the opinion of the Board of Directors, the terms of these loans are no
less favorable to the Bank than terms of the loans from the Bank to unaffiliated
parties. On December 31, 2003, the aggregate amount of loans outstanding to
officers, directors or their related interests was $4,193,424. At the time each
loan was made, management believed that the loan involved no more than the
normal risk of collectibility and did not present other unfavorable features.
None of such loans were classified as Substandard, Doubtful or Loss.

         During 2003, the Bank paid a computer consulting firm of which Mr.
Watson, a director of the Bank, is a principal, $29,606 for computer equipment,
software support and related services; and in 2002, $4,831 for similar services.
During 2003, the Company and the Bank paid the law firm of which Mr. Jernigan,
the Chairman of the Board of Directors, is a principal, $22,946 for legal
services; and in 2002, $21,267 for similar services. During 2003, the Bank paid
$94,460 for various group insurance benefits for which Mr. Watts, a director of
the Bank, will ultimately received commission compensation; and in 2002, $82,749
for similar services. The Company and Bank believe that the terms of these
transactions were at least as favorable to the Company and Bank as could have
been obtained from unaffiliated parties.


                                       18


<PAGE>


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS

Exhibit No.   Description of Exhibits

3(a)          Certificate of Incorporation of the Company, as amended (1)
3(b)          Bylaws of the Company (1)
10(a)         Employment Agreement between Richard J. Morgan and the Company (2)
10(b)         Employment Agreement between Lamont Thomas and the Company (3)
11            Statement Regarding Computation of Per Share Income
13            Annual Report to Shareholders
21            Subsidiaries of the Registrant

         The sole subsidiary of the Registrant is CommerceFirst Bank, a Maryland
chartered commercial bank.

23            Consent of Trice Geary & Myers, LLC
31(a)         Certification of Richard J. Morgan, President and CEO
31(b)         Certification of Lamont Thomas, Executive Vice President and CFO
32(a)         Certification of Richard J. Morgan, President and Chief Executive
              Officer
32(b)         Certification of Lamont Thomas, Executive Vice President and Chief
              Financial Officer
99(a)         Amended and Restated Organizers Agreement (4)
-----------------------------
(1)      Incorporated  by reference  to exhibit of the same number filed with
         the Company's Registration Statement on Form SB-2, as amended, (File
         No. 333-91817)
(2)      Incorporated by reference to exhibit 10(b) to the Company's to
         Registration Statement on Form SB-2, as amended) (File No. 333-91817)
(3)      Incorporated  by reference to exhibits 10(c) to the Company's to
         Registration Statement on Form SB-2, as amended) (File No. 333-91817)
(4)      Incorporated by reference to Exhibit 4 to the Company's to
         Registration Statement on Form S-8 (File No. 333-109138)

(3)      (b) REPORTS ON FORM 8-K

         No reports on Form 8-K were filed during the fourth quarter of 2002.

ITEM 14   PRINCIPAL ACCOUNTANT FEES AND SERVICES

FEES PAID TO INDEPENDENT ACCOUNTING FIRM

         Audit Fees. During 2003, the aggregate amount of fees billed to the
Company by Trice Geary & Myers LLC for services rendered by it for the audit of
the Company's financial statements and review of financial statements included
in the Company's reports on Form 10-Q, and for services normally provided in
connection with statutory and regulatory filings was $37,000. In 2002, Trice
Gary & Myers LLC billed $35,000 for such services.

         Audit-Related Fees. During 2003, the aggregate amount of fees billed to
the Company by Trice Geary & Myers LLC for assurance and consultation concerning
financial accounting and reporting standards reasonably related to the
performance of the audit services rendered by it was $3,263. In 2002, Trice
Geary & Myers LLC billed $ 0 for such services.

         Tax Fees. During 2003, the aggregate amount of fees billed to the
Company by Trice Geary & Myers LLC for tax compliance services was $2,500. In
2002, Trice Geary & Myers LLC billed $2,500 for such services.

         Other Fees. Trice Geary and Myers did not bill the Company any amounts
for other services during 2003 and 2002.


                                       19


<PAGE>


         None of the engagements of Trice Geary & Myers LLC to provide services
other than audit services was made pursuant to the de minimus exception to the
pre-approval requirement contained in the rules of the Securities and Exchange
Commission and the Company's audit charter.

         The audit committee is also responsible for the pre-approval of all
non-audit services provided by the independent auditors. Non-audit services are
only provided by the Company's auditors to the extent permitted by law.
Pre-approval is required unless a "de minimus" exception is met. To qualify for
the "de minimus" exception, the aggregate amount of all such non-audit services
provided to the Company must constitute not more than five percent of the total
amount of revenues paid by the Company to its independent auditors during the
fiscal year in which the non-audit services are provided; such services were not
recognized by the Company at the time of the engagement to be non-audit
services; and the non-audit services are promptly brought to the attention of
the committee and approved prior to the completion of the audit by the committee
or by one or more members of the committee to whom authority to grant such
approval has been delegated by the committee.


                                       20


<PAGE>


                                   SIGNATURES

         In accordance with Section 13 of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      COMMERCEFIRST BANCORP, INC


March  5, 2004                        By: /s/ Richard J. Morgan
                                          ------------------------------------
                                          Richard J. Morgan, President and CEO

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>

          NAME                                 POSITION                        DATE

<S>                                <C>                                         <C>
/s/ Milton D. Jernigan II          Chairman of the Board of Directors          March 9, 2004
---------------------------           of the Company and the Bank
Milton D. Jernigan II


/s/ Alvin R. Maier               Vice Chairman of the Board of Directors       March 9, 2004
---------------------------            of the Company and the Bank;
Alvin R. Maier                           Treasurer of the Company

/s/ Richard J. Morgan              Director, President and CEO of the          March 9, 2004
---------------------------               Company and the Bank
Richard J. Morgan

/s/ Lamont Thomas                 Director and Executive Vice President        March 9, 2004
---------------------------            of the Company and the Bank;
Lamont Thomas                             Treasurer of the Bank

/s/ John J. Barron                Director of the Company and the Bank         March 9, 2004
---------------------------
John J. Barron

/s/ Edward B. Howlin, Jr.         Director of the Company and the Bank         March 9, 2004
---------------------------
Edward B. Howlin, Jr.

/s/ Charles L. Hurtt, Jr., CPA    Director of the Company and the Bank         March 9, 2004
---------------------------
Charles L. Hurtt, Jr., CPA

/s/ Robert R. Mitchell            Director of the Company and the Bank         March 9, 2004
---------------------------
Robert R. Mitchell

/s/ John A. Richardson, Sr.       Director of the Company and the Bank         March 9, 2004
---------------------------
John A. Richardson, Sr.
</TABLE>


                                       21