<PAGE>

                     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, 2004

/ / Transition report under 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.
                 (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
    (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:
Common Stock, $0.01 par value

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, 2004 were
approximately $3,585,000.

The aggregate market value of the outstanding Common Stock held by nonaffiliates
as of March 14, 2005 was approximately $16,958,645.

As of March 16, 2005, the number of outstanding shares of the Common Stock,
$0.01 par value, of CommerceFirst Bancorp, Inc. was 1,803,583.

Transitional Small Business Disclosure Format   Yes / /     No /X/.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are hereby incorporated by reference in this
  Form 10-KSB: the Company's Annual Report to Shareholders for the Year Ended
   December 31, 2004 --Part II ; the Company's Proxy Statement for the Annual
       Meeting of Shareholders to be held on April 20, 2005 -- Part III.

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                                     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 its headquarters in Annapolis, Maryland,
and from a branch office in Lanham, Maryland, which opened in late September
2004. We expect that we will seek to open additional branch offices in Anne
Arundel, Prince George's Counties and neighboring counties in locations with
high concentrations of business customers. Our goal is to establish an average
of one additional branch per year over the next three to five years. It is our
plan to continue to expand our banking franchise by selectively opening
additional branches, and by attracting additional experienced lending officers
to build our customer base within our target market area. We believe we are well
positioned to continue to grow our assets and increase shareholder value while
maintaining loan quality and individualized customer service. There can be no
assurance that we open any additional branches in our market area, the timing of
any branch development, that any branch will be profitable, or that branching
activity will add to shareholder value.

         The Bank operates as a community bank alternative to the super-regional
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.

         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.

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         The Bank has developed an expertise in making loans under the guarantee
programs of the SBA. In 2004, the Bank hired an additional lender who has
significant experience in making SBA guaranteed loans. The Bank currently
expects that it will sell the guaranteed portion of SBA loans to secondary
market investors as soon as possible after funding, while retaining the
uninsured portion. The sale of the guaranteed portion of such loans is expected
to result in gains, and the Bank expects to receive fees for servicing the
loans. SBA guaranteed loans are subjected to the same underwriting standards we
apply to other loans we make, and as the Bank has elected not to seek "preferred
lender" status, are also subject to the SBA's underwriting and approval
procedures, although these procedures do not guarantee the absence of risk of
nonpayment. The Bank believes that not electing preferred lender status provides
us with greater flexibility in resolving problem SBA loans and greater control
over our internal resources, as not being a preferred lender allows the Bank the
option of performing the workout itself where it expects control of the process
will maximize recovery, or putting the loan back to the SBA for resolution.

         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.

         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, or other non-core deposits in limited amounts may be utilized 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 several 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, and from its branch
office in Lanham, Maryland. It believes these locations meet the needs of the
Bank's existing and potential customers, and provide 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. 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.

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EMPLOYEES

         At December 31, 2004 the Bank employed 19 full time equivalents, two of
whom as executive 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.

MARKET AREA AND COMPETITION

         Location and Market Area. Our main office and the headquarters are
located at 1804 West Street, Annapolis, Maryland 21401. Our first branch office
(our second banking location), is located at 4451 Parliament Place, Lanham,
Maryland, and opened in the third quarter of 2004.

         The Company is located in one of the most dynamic regions in the United
States. The Federal Government has a major direct and indirect influence on the
economies, infrastructure and land use management of Washington, D.C. and the
Maryland and Virginia counties surrounding Washington. According to the State of
Maryland's Department of Business and Economic Development (the "Department"),
the region is the nation's 4th largest market - with a population of 6.9 million
and a workforce of 3.4 million - and is the home to three major airports, the
nation's capital and a highly educated workforce. The regional economy is
perennially strong and diverse, boasts consistently high job growth and low
unemployment and is increasingly service sector and small business oriented.
Information technology, the medical industry and tourism are all major growth
industries for the region. These industries are characterized by small niche
oriented enterprises that thrive on their ability to tap the highly educated
workforce and abundant access to the region's substantial communications
infrastructure.

         The Bank's market strategy is to grow within the Central Maryland
corridor, which consists of Anne Arundel, Prince George's, Montgomery and Howard
counties. The bank is currently focused on Anne Arundel and Prince George's
counties, and within the triangle of Annapolis, Washington, D.C. and
Baltimore/Washington International Airport, which we believe have significant
growth opportunities.

         Anne Arundel County evolved from a bedroom community to Baltimore to be
more heavily influenced by Washington growth factors. Based on data provided by
the County's Economic Development Corporation, in the past two decades, the
county has developed its own unique and diverse economy. This has occurred due
to growth opportunities presented by Baltimore/Washington International Airport,
which served 19.7 million passengers in 2003 and has long been considered one of
the State of Maryland's prime economic engines; the National Security Agency,
which has 25 thousand employees; Northrop Grumman, a high-technology firm with
7,500 employees, the largest private sector employer in the county; the United
States Naval Academy; the increasing tourism industry in the historic City of
Annapolis and recently the Arundel Mills Mall. These unique attributes create
attractive opportunities for small businesses to service both highly
sophisticated enterprises and rapidly developing firms. The local economy is
dominated by small and mid-sized service sector enterprises. Anne Arundel County
is home to over 12 thousand businesses, 97% of which have fewer than 100
employees. The county's economy has deep roots in Internet based services;
high-technology telecommunications; product distribution, a result of proximity
of goods arriving to the Port of Baltimore and BWI Airport; and technical
support services. Once home to large Maryland-based regional banks, financial
services are now primarily provided by larger super-regional institutions such
as Bank of America, SunTrust, Wachovia and BB&T, all of which expanded into this
highly attractive banking market over the past decade by acquisition. Based on
data from the 2000 Census and projected figures by the County's Economic
Development Corporation, Anne Arundel County has a population of 510 thousand
and provides 307 thousand jobs, 70% of which are in the service sector, and has
a very low 3.4% unemployment rate. The mean household income of $76 thousand
compares very favorably to the national average.

                                       4
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         Expansion into neighboring Prince George's County is a natural
extension of the Bank's strategic growth plan. Relocating and expanding
businesses have been increasingly attracted to Prince George's County due to its
competitively priced land and buildings, an integrated transportation system,
proximity to Washington, D.C., and attractive business incentives such as the
county's Revitalization Tax Credit, a new High Technology Incentive Package,
Enterprise Zone benefits and a foreign trade zone. Increasingly restrictive land
use policies in Montgomery and Anne Arundel counties have provided significant
growth opportunities in Prince George's. The county closely mirrors Anne Arundel
County with respect to small business enterprises, with 97% of the over 14
thousand employers having fewer than 100 workers, according to the Department.
Based on further data from the Department. government is also a significant
influence, with 75 thousand Federal, state and county employees, led by Andrews
Airforce Base, which has 17 thousand employees, and the University of Maryland
which has 11,700 employees. Similar to Anne Arundel County, large super-regional
banking institutions have obtained additional market share in the suburban
Washington market from the acquisition of many of the community banks that once
existed in this area. Prince George's County has a population of 805 thousand
and an unemployment rate of 4.8%. A favorable and accommodative business climate
has helped fuel the strong housing market, with average sale prices above $300
thousand, and has attracted a highly educated workforce with an average
household income of $55 thousand, according to Department figures.

         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. In both Anne Arundel and Prince George's Counties,
Maryland, competition is exceptionally keen from large banking institutions
headquartered outside of Maryland. In addition, we compete 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 we do not directly offer.
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 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.

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         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 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."

         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 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.

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         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.

         USA Patriot Act. Under the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act,
commonly referred to as the "USA Patriot Act" or the "Patriot Act", financial
institutions are subject to prohibitions against specified financial
transactions and account relationships, as well as enhanced due diligence
standards intended to detect, and prevent, the use of the United States
financial system for money laundering and terrorist financing activities. The
Patriot Act requires financial institutions, including banks, to establish
anti-money laundering programs, including employee training and independent
audit requirements, meet minimum standards specified by the act, follow minimum
standards for customer identification and maintenance of customer identification
records, and regularly compare customer lists against lists of suspected
terrorists, terrorist organizations and money launderers. The costs or other
effects of the compliance burdens imposed by the Patriot Act or future
anti-terrorist, homeland security or anti-money laundering legislation or
regulations cannot be predicted with certainty.

         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.

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         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 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.

                                       8
<PAGE>

         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.

         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.

                                       9
<PAGE>

         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.

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 $184,586 and $178,008 for the years ended December 31, 2004 and
2003, respectively. The Company has exercised the first of three five-year
renewal options. Management believes adequate insurance coverage is in force.

         The branch office of the Bank is located at 4451 Parliament Place,
Lanham, Maryland in a masonry structure with ample parking. The Bank leases
2,100 square feet in the building under a ten-year lease (with an exit option at
the end of five years) which commenced in June 2004. Rent expense in 2004 was
$14,054. 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, 2004, there were no pending, or to
the knowledge of the Company, threatened legal proceedings.

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, 2004.

                                     PART II

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


         (a) Market for Common Stock and Dividends. The information regarding
the market for the Company's Common Stock and dividend history required under
Item 5(a) is hereby incorporated herein by reference from the material under the
caption "Market for Common Stock and Dividends" on pages 13 to 14 of the
Company's Annual Report for the fiscal year ended December 31, 2004.

         Recent Sales of Unregistered Shares.   None.

         (b) Use of Proceeds: Not applicable

         (c) Issuer Repurchases of Securities During the Fourth Quarter of 2004.
None.

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 14 of the Company's Annual Report to Shareholders for
the year ended December 31, 2004.

ITEM 7. FINANCIAL STATEMENTS.

         The information required by this item is incorporated by reference to
the Consolidated Financial Statements appearing at pages 15 to 37 of the
Company's Annual Report to Shareholders for the year ended December 31, 2004.

                                       10
<PAGE>

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, 2004 that has materially affected, or is
reasonably likely to materially affect, the Bank's internal control over
financial reporting.

ITEM 8B.  OTHER INFORMATION.

         None.
                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.

         The information required under Item 9 is hereby incorporated herein by
reference from the material under the caption "Election of Directors" contained
on pages 3 through 10, and under the caption "Compliance with Section 16(a) of
the Securities Exchange Act of 1934" on page 11, of the Company's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 20, 2005.

         Code of Ethics. The Company has adopted a Code of Ethics that applies
to the President/Chief Executive Officer 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 information required by Item 10 is hereby incorporated herein by
reference from the material under the caption "Election of Directors - Executive
Compensation," contained at pages 9-10 of the of the Company's Proxy Statement
for the Annual Meeting of Stockholders to be held on April 20, 2005.


                                       11
<PAGE>

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

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.


                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
                                                                                                         Number of securities
                                                                                                        remaining available for
                                                                                                     future issuance under equity
                                 Number of securities to be issued       Weighted average 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)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                   <C>                              <C>
                                               (a)                                (b)                            (c)
Equity compensation plans
approved by security holders (1)                0                                 N/A                             0
Equity compensation plans not
approved by security holders               143,337(1)                            $10.00                           0
                                           ---------                             ------                           -
              Total                        143,337(1)                            $10.00                           0
                                           ==========                            ======                           =
</TABLE>

(1) 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 (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.

         The other information required by Item 11 is hereby incorporated herein
by reference from the material under the caption "Voting Securities and
Principal Shareholders" contained at page 3 of the of the Company's Proxy
Statement for the Annual Meeting of Stockholders to be held on April 20, 2005.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information required by Item 12 is hereby incorporated herein by
reference from the material under the caption "Election of Directors - Certain
Relationships and Related Transactions" contained at page 10 of the of the
Company's Proxy Statement for the Annual Meeting of Stockholders to be held on
April 20, 2005.

ITEM 13.  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)
10(c)         2004 Non Incentive Option Plan (4)
11            Statement Regarding Computation of Per Share Income
13            Annual Report to Shareholders


                                       12
<PAGE>

Exhibit No.   Description of Exhibits
-----------   -----------------------

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 (5)

-----------------------------

(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).
(5)  Incorporated by reference to Exhibit 4 to the Company's to Registration
     Statement on Form S-8 (File No. 333-109138)


ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The information required by Item 14 is hereby incorporated herein by
reference from the material under the caption "Independent Public Accountants"
contained at page 11 of the of the Company's Proxy Statement for the Annual
Meeting of Stockholders to be held on April 20, 2005.


                                       13
<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 16, 2005                   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 of the         March 16, 2005
-----------------------------------                    Company and the Bank
Milton D. Jernigan II


/s/ Alvin R. Maier                            Vice Chairman of the Board of Directors          March 16, 2005
-----------------------------------          of the Company and the Bank; Treasurer of
Alvin R. Maier                                              the Company


/s/ Richard J. Morgan                        Director, President and CEO of the                March 16, 2005
-----------------------------------                 Company and the Bank
Richard J. Morgan


/s/ Lamont Thomas                            Director and Executive Vice President of          March 16, 2005
-----------------------------------           the Company and the Bank; Treasurer of
Lamont Thomas                                               the Bank


/s/ John J. Barron                           Director of the Company and the Bank              March 16, 2005
-----------------------------------
John J. Barron

 /s/ Edward B. Howlin, Jr.                   Director of the Company and the Bank              March 16, 2005
-----------------------------------
Edward B. Howlin, Jr.

/s/ Charles L. Hurtt, Jr., CPA               Director of the Company and the Bank              March 16, 2005
-----------------------------------
Charles L. Hurtt, Jr., CPA

/s/ Robert R. Mitchell
-----------------------------------          Director of the Company and the Bank              March 16, 2005
Robert R. Mitchell

/s/ John A. Richardson, Sr.                  Director of the Company and the Bank              March 16, 2005
---------------------------
John A. Richardson, Sr.
</TABLE>


                                       14