U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2009
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission File No.: 000-51104
 CommerceFirst Bancorp, Inc.
  Maryland
(State or other jurisdiction of incorporation or organization)
    
    52-2180744
(I.R.S. Employer Identification No.)
 
   Title of class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value
    
    Nasdaq Capital Market
  Yes o No þ
 Yes o No þ
 þ o
 Yes þ No o
 x
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




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PART I
 ITEM 1.
    
    Business.
     Description of 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.
   2




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Source of Business.
    3




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Economic Conditions and Concentrations.
  Employees
  Market Area and Competition
 Location and Market Area.
 th
  4




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Anne Arundel County.
 Prince Georges County
  Howard County
  5




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Competition.
 Regulation
  The Company.
  de novo
  6




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The Bank.
 de novo
   7




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Branching and Interstate Banking.
 de
novo de novo
 Transaction with Affiliates.
    8




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Community Reinvestment Act.
 USA Patriot Act.
 Capital Adequacy Guidelines.
     9




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Prompt Corrective Action.
    10




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Regulatory Enforcement Authority
   11




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FDIC Insurance Premiums.
  Risk
    
    
    Risk
    
    
    Risk
    
    
    RiskCategory I
    
    
    Category II
    
    
    Category III
    
    
    Category IVInitial Base Assessment Rate
    
    12  16
    
    
    22
    
    
    32
    
    
    45Unsecured Debt Adjustment (added)
    
    (5) to 0
    
    
    (5) to 0
    
    
    (5) to 0
    
    
    (5) to 0Secured Liability Adjustment (added)
    
    0 to 8
    
    
    0 to 11
    
    
    0 to 16
    
    
    0 to 22.5Brokered Deposit Adjustment (added)
    
    N/A
    
    
    0 to 10
    
    
    0 to 10
    
    
    0 to 10Total Base Assessment Rate
    
    7 to 24.0
    
    
    17 to 43.0
    
    
    27 to 58.0
    
    
    43 to 77.5
      12




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ITEM 1A.
    
    Risk Factors.
  The Company may not be able to successfully manage continued growth .
  The Company has a lower level of core deposits and a higher level of wholesale funding, relative
to peer institutions.
  The Companys concentrations of loans may create a greater risk of loan defaults and losses.
     13




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The Companys financial condition and results of operations would be adversely affected if its
allowance for loan losses is not sufficient to absorb actual losses or if it is required to increase the allowance for
loan losses.
   The Companys continued growth depends on our ability to meet minimum regulatory capital levels.
Growth and shareholder returns may be adversely affected if sources of capital are not available to
help the Company meet them.
  The Company may not be able to successfully compete with others for business.
  Liquidity challenges may increase due to turmoil in the financial markets.
    14




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The current economic environment poses significant challenges for the Company and could adversely
affect its financial condition and results of operations.
  
    
    Economic conditions that negatively affect housing prices and the job market have
resulted, and may continue to result, in a deterioration in credit quality of the loan
portfolios, and such deterioration in credit quality has had, and could continue to
have, a negative impact on the Companys business;
    
    The methodologies the Company uses to establish our allowance for loan losses may no
longer be reliable because they rely on complex judgments, including forecasts of
economic conditions, which may no longer be capable of accurate estimation;
    
    Continued turmoil in the market, and loss of confidence in the banking system, could
require the Bank to pay higher interest rates to obtain deposits to meet the needs of
its depositors and borrowers, resulting in reduced margin and net interest income. If
conditions worsen significantly, it is possible that banks such as the Bank may be
unable to meet the needs of their depositors and borrowers, which could, in the worst
case, result in the Bank being placed into receivership; and
    
    Compliance with increased regulation of the banking industry may increase our costs,
limit our ability to pursue business opportunities, and divert management efforts.
  Higher deposit insurance premiums and assessments could adversely affect our financial condition.
   15




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There can be no assurance that recent legislation and regulatory actions taken by the federal
government will help stabilize the financial system in the United States.
    Trading in the common stock has been light. As a result, shareholders may not be able to quickly
and easily sell their common stock.
  Directors and officers of CommerceFirst Bancorp own approximately 21% of the outstanding common
stock. As a result of their combined ownership, they could make it more difficult to obtain
approval for some matters submitted to shareholder vote, including acquisition of the Company. The
results of the vote may be contrary to the desires or interests of the public shareholders.
  Changes in interest rates and other factors beyond the Companys control could have an adverse
impact on its financial performance and results.
   16




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Substantial regulatory limitations on changes of control and anti-takeover provisions of Maryland
law may make it more difficult for shareholders to receive a change in control premium.
  Government regulation will significantly affect the Companys business, and may result in higher
costs and lower shareholder returns.
   17




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The loss of the services of any key employees could adversely affect investor returns.
  ITEM 1B.
    
    Unresolved Staff Comments
  ITEM 2.
    
    Properties.
       ITEM 3.
    
    Legal Proceedings.
  ITEM 4.
    
    Submission of Matters to a Vote of Security Holders.
   18




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PART II
 ITEM 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 (a) Market for Common Stock and Dividends.
 Recent Sales of Unregistered Shares.
 (b) Use of Proceeds:
 Issuer Repurchases of Securities during the Fourth Quarter of 2009.
 ITEM 6.
    
    Selected Financial Data.
  ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
  ITEM 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  ITEM 8.
    
    Financial Statements and Supplementary Data
  ITEM 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  ITEM 9A
    
    Controls and Procedures
 Disclosure Controls and Procedures.
  19




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Managements Report on Internal Control Over Financial Reporting
       ITEM 9B.
    
    Other Information.
   20




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Part III
 ITEM 10.
    
    Directors, Executive Officers and Corporate Governance.
  Code of Ethics.
  ITEM 11.
    
    Executive Compensation
  ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
 Securities Authorized for Issuance under Equity Compensation Plans
 Equity Compensation Plan Information
 Number of securities to be
    
    
    Weighted average
    
    
    Number of securities remainingissued upon exercise of
    
    
    exercise price of
    
    
    available for future issuance underoutstanding options, warrants
    
    
    outstanding options,
    
    
    equity compensation plans (excludingPlan category
    
    and rights
    
    
    warrants and rights
    
    
    securities reflected in column (a)(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
(1)
    
    
    0
    
    
    
    N/A
    
    
    
    0Equity compensation
plans not approved
by security holders
    
    
    126,372
    (1)
    
    $
    10.00
    
    
    
    0Total
    
    
    126,372
    
    
    $
    10.00
    
    
    
    0
 (1)
    
    Column (a) reflects 106,372 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 (a) also includes 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
the Companys 2004 Non-qualified Stock Option Plan. No additional options may be issued under the Non-qualified Stock
Option Plan.   21




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ITEM 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
  ITEM 14
    
    Principal Accountant Fees and Services
   Reports of Independent Registered Public Accounting FirmConsolidated Statements of Financial Condition at December 31, 2009 and 2008Consolidated Statements of Operations for the years ended December 31, 2009 and 2008Consolidated Statements of Comprehensive Income for the years ended December 31, 2009 and 2008Consolidated Statements of Shareholders Equity for the years ended December 31, 2009 and 2008Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008Notes to Consolidated Financial Statements
 ITEM 15.
    
    Exhibits, Financial Statement Schedules
 Exhibit No.
    
    Description of Exhibits3
    (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)10
    (c)
    
    2004 Non Incentive Option Plan (4)10
    (d)
    
    First Amendment to Employment Agreement between Lamont Thomas and the Company (5)10
    (e)
    
    Employment Agreement between Michael T. Storm and CommerceFirst Bank (6)10
    (f)
    
    Extension of Employment Agreement between Richard J. Morgan and the Company (7)11
    
    
    Statement regarding Computation of Per Share Income  Refer to Note 1 to the Consolidated
Financial Statements included in Exhibit 13.13
    
    
    Annual Report to Shareholders21
    
    
    Subsidiaries of the RegistrantThe sole subsidiary of the Registrant is CommerceFirst Bank, a Maryland chartered commercial bank.23
    
    
    Consent of TGM Group LLC31
    (a)
    
    Certification of Richard J. Morgan, President and CEO31
    (b)
    
    Certification of Michael T. Storm, Executive Vice President and Chief Financial Officer32
    (a)
    
    Certification of Richard J. Morgan, President and Chief Executive Officer32
    (b)
    
    Certification of Michael T. Storm, Executive Vice President and Chief Financial Officer99
    (a)
    
    Amended and Restated Organizers Agreement (8)
 
 (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 Registration Statement on Form S-8
(File No. 333-119988).Incorporated by reference to Exhibit 4 to the Companys to Registration
Statement on Form S-8 (File No. 333-109138)(5)
    
    Incorporated by reference to Exhibit 10(d) to the Companys Quarterly Report on Form 10-QSB
for the period ended March 31, 2007.(6)
    
    Incorporated by reference to Exhibit 10(e) to the Companys Quarterly Report on Form 10-QSB
for the period ended September 30, 2007.(7)
    
    Incorporated by reference to Exhibit 99 to the Companys Current Report on Form 8-K filed on
January 30, 2009.(8)
    
    Incorporated by reference to exhibit s 99(b) and 99(d) to the Companys Registration
Statement on Form SB-2, as amended (File No. 333-91817)  22




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SIGNATURES
  COMMERCEFIRST BANCORP, INCMarch 5, 2010
    By:
    /s/ Richard J. Morgan,Richard J. Morgan, President and CEO  Name
    
    Position
    
    Date/s/ Milton D. Jernigan II

Milton D. Jernigan II
    
    Chairman of the Board of Directors
of the Company and the Bank
    
    March 5, 2010/s/ Richard J. Morgan

Richard J. Morgan
    
    Director, President and CEO of the
Company
 and the Bank
(Principal Executive Officer)
    
    March 5, 2010/s/ Edward B. Howlin, Jr.

Edward B. Howlin, Jr.
    
    Director of the Company and the Bank
    
    March 5, 2010/s/ Charles L. Hurtt, Jr., CPA

Charles L. Hurtt, Jr., CPA
    
    Director of the Company and the Bank
    
    March 5, 2010/s/ Lamont Thomas

Lamont Thomas
    
    Director of Company and the Bank
    
    March 5, 2010/s/ Robert R. Mitchell

Robert R. Mitchell
    
    Director of the Company and the Bank
    
    March 5, 2010/s/ John A. Richardson, Sr.

John A. Richardson, Sr.
    
    Director of the Company and the Bank
    
    March 5, 2010/s/ George C. Shenk, Jr.

George C. Shenk, Jr.
    
    Director of the Company and the Bank
    
    March 5, 2010Jerome A. Watts
    
    Director of the Company and the Bank/s/ Michael T. Storm

Michael T. Storm
    
    Executive Vice President/Chief Financial
Officer of the Company and the Bank
(Principal Financial and Accounting
Officer)
    
    March 5, 2010
  23