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, 2001

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


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

Commission file number: 0-25923

                      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:  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, 2001 were
approximately $1,528,500.

The aggregate market value of the outstanding Common Stock held by nonaffiliates
as of March 1, 2002 was approximately $5,916,000.

As of March 1, 2002, the number of outstanding shares of the Common Stock, $ .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, 2001 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, personalized 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 be for commercial
purposes and are structured using fixed rates which adjust in three to five
years, with maturities of five to ten years.

         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, and a tiered savings/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 current strategy.

         Other services for business accounts include cash management services
such as sweep accounts, repurchase agreements and credit card depository. An
after hours depository is also available.

         Bills have been introduced in each of the last three 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, 2001 the Bank employed 12 persons on a full time basis,
two of whom as senior officers. The Chairman of the Board, an attorney in
private practice, devotes approximately 40 hours a 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. The Bank's main office and the headquarters
of the Company and the Bank are located at 1804 West Street, Annapolis, Maryland
21401.



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<PAGE>


         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.

         Anne Arundel County, with a total population of about 485,000, has over
12,000 business establishments providing about 255,000 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 Anne Arundel County, 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 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




                                       4
<PAGE>

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 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.



                                       5
<PAGE>

         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 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




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<PAGE>

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.

         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




                                       7
<PAGE>


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 at a uniform rate of 0.23% of
insured deposits. Certain studies by the FDIC and other agencies project that
the BIF will fall below the required reserve ratio in 2002, which would likely
result in the imposition of deposit premiums at the uniform rate in 2003,
although there can be no assurance of this.

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, at a
beginning and current annual rent of $153,900, subject to annual increases of 3%
per year. The Company has three five-year renewal options. Management believes
adequate insurance coverage is in force.



                                       8
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS.

         In the ordinary course of its business, the Company may become involved
in routine legal proceedings. At December 31, 2001, 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, 2001.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         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, 2001, three market makers 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 third quarter of
2000, during which the Company's initial public offering of shares was
completed. 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.

Period                             Low Bid                    High Bid
------------------------           ---------------------      ------------------

Third Quarter 2000                 $8.50                      $10.50
Fourth Quarter 2000                $7.00                      $10.00
First Quarter 2001                 $10.00                     $10.00
Second Quarter 2001                $10.00                     $10.00
Third Quarter 2001                 $10.00                     $10.00
Fourth Quarter 2001                $10.00                     $10.00

         As of December 31, 2001, 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 but have not yet been issued. For
additional information regarding the warrants, see note 11 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, other than earnings on retained
proceeds of the Company's initial offering of Common Stock, will initially be
from dividends paid by the Bank. 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. It is
anticipated that the Bank will incur losses during its initial phase of
operations, and therefore, it is not anticipated that any dividends will be paid
by the Bank or the Company for at least three years and in the foreseeable
future. 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. State and
federal bank regulatory agencies also have authority to prohibit a bank from



                                       9
<PAGE>

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.

         Recent Sales of Unregistered Shares. Between July 14, 1999 and May 17,
2000, the Company issued an aggregate of 650 shares of Common Stock to
organizers of the Company and the Bank at a price of $1,000 per share in private
placement transactions exempted pursuant to Section 4(2) of the Securities Act
of 1933, pursuant to the terms of Organizer Agreements between CommerceFirst and
the organizers. Each of such organizer shares was used as consideration for the
purchase of 100 share of common stock in the Company's registered offering. None
of the organizer shares remains outstanding.

         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 $8,222,250.
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, 2000 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.
The remaining proceeds of the offering retained by the Company are held in
temporary investments.

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 3 to 12 of the Company's Annual Report to Shareholders for
the year ended December 31, 2001.

ITEM 7. FINANCIAL STATEMENTS.

         The information required by this item is incorporated by reference to
the Consolidated Financial Statements appearing at pages 13 to 31 of the
Company's Annual Report to Shareholders for the year ended December 31, 2001.




                                       10
<PAGE>


ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

         None.

                                    Part III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

         The Company's Bylaws provide that the number of Directors of the
Company shall be fixed from time to time by the Board of Directors but shall not
be less than 3 or more than 25. The Board has fixed the current number of
Directors at 5. The Company's Bylaws provide that the Board of Directors shall
be divided into three classes, one of which is elected at each annual meeting of
shareholders to serve for a three-year term. The Bylaws may be amended by action
of the Board of Directors. All of the Company's current Directors were duly
elected to the Board and will continue to serve as Directors until their
successors are elected and qualified.

         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, 47, an attorney engaged in
private practice since 1982, is the 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, banking and regulatory law and
he has represented numerous businesses, companies and their owners in various
corporate, real estate, tax and planning matters. Mr. Jernigan's representation
has since 1984 included representing 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 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 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. Mr. Jernigan is a
founding organizer of the Company 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
2002.

         Alvin R. Maier. Mr. Maier, 68, 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



                                       11
<PAGE>

in several local civic organizations, including Rotary International in which he
has a 31-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 2003.

         Richard J. Morgan. Mr. Morgan, 54, 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 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's 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 Chair of United
Way of Anne Arundel County; Board and Executive Committee of the Annapolis and
Anne Arundel Chamber of Commerce (formerly Trade Council) and Chair of the
Chambers Economic Development Committee; State of Maryland's Neighborhood
Revitalization Loan Committee; and the Treasurer and member of the Executive
Committee of the Maryland Economic Development Association; Board and Executive
Committee of the Anne Arundel Community College Foundation; Board member and
Chair for Executive Leadership Program for Leadership Anne Arundel. 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 2003.

         Lamont Thomas. Mr. Thomas, 61, 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. As a director, 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 with
a 100-plus-branch network 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.

         Edward B. Howlin, Jr. Mr. Howlin, 65, 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. Mr. Howlin is also Chief Executive Officer of Howlin
Construction Company, 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.





                                       12
<PAGE>


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, 2001.

                           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>                                 <C>          <C>                    <C>               <C>                 <C>
Richard J. Morgan                   2001         $125,000               $0                0(1)                $6,696(2)
President and Chief Executive       2000         $145,539               $0                0                   $3,706(3)
Officer of the Company and          1999         $ 31,250               $0                0                      $0
the Bank

Lamont Thomas                       2001         $120,000               $0                0(4)                $7,117(5)
Executive Vice President and        2000         $137,797               $0                0                   $4,127(6)
Chief Operating Officer of the      1999         $ 30,000               $0                0                      $0
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 issued.
(2) Represents insurance premium of $716 and car allowance of $5,980.
(3) Represents insurance premium of $716 and car allowance of $2,990.
(4) Mr. Thomas is entitled to receive options to purchase 7,500 shares of
    Common Stock, which have not yet been issued.
(5) Represents insurance premium of $1,137 and car allowance of $5,980.
(6) Represents insurance premium of $1,137 and car allowance of $2,990.

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 2002 base salary of $135,000, 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 2, 2004 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 of the Company, Mr. Morgan may either 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 2002 base salary of $130,000, 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



                                       13
<PAGE>

allowance. The term of Mr. Thomas' employment agreement expires on August 1,
2004 unless sooner terminated. If the agreement is terminated by the Company
without cause, the Company will continue to pay Mr. Thomas his annual
compensation and benefits as severance compensation for a period of 12 months.
In the event of any change in control of the Company, Mr. Thomas may either
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 currently makes
no matching contributions.

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 2001;
however, such compensation may be considered at some future date. Under his
employment agreement with the Company, Mr. Jernigan is entitled to receive
$33,000 in 2002 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 July 14,
2002 unless sooner terminated. 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 either
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, he will be entitled
to the sum of twice the base salary and bonuses paid to Mr. Jernigan during the
12 months immediately preceding the change in control.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

                  The following table sets forth certain information as of
December 31, 2001 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.



                                       14
<PAGE>


                            SECURITY OWNERSHIP TABLE


<TABLE>
<CAPTION>

Name                       Age      Position                              Number of Shares               Percentage(1)
----------------------------------------------------------------------------------------------------------------------
<S>                        <C>      <C>                                         <C>                 <C>
Milton D. Jernigan II      47       Chairman of the Board of the                 25,500              3.10%
                                    Company and the Bank

Alvin R. Maier             68       Vice Chairman and Treasurer                  78,100              9.50%
                                    of the Company; Vice Chairman of the Bank


Richard J. Morgan 54                President and CEO of the                      7,000              0.85%
                                    Company and the Bank

Lamont Thomas              61       Executive Vice President of the              20,000              2.43%
                                    Company and the Bank; Treasurer
                                    of the Bank

Edward B. Howlin, Jr.      65       Director of the Company and                 100,000             12.16%
                                    the Bank

All directors and executive officers of
the Company as a group (5 persons)                                              230,600             28.04%
                                                                                                    ======
</TABLE>


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 2001 to officers,
directors and their related interests amounted to $4,320,266, representing
approximately 69.54% of the Company's total shareholders' equity at December 31,
2001. 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, 2001, the maximum aggregate amount of loans -
$4,320,266 - was outstanding to officers, directors or their related interests.
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 2001, the Bank paid a computer consulting firm of which Mr.
Watson, a director of the Bank, is a principal, $12,670 for software support and
related services and, in 2000, $90,370 for equipment purchases, software support
and related services. During 2001, the Company and the Bank paid the law firm of
which Mr. Jernigan, the Chairman of the Board of Directors, is a principal,
$5,400 for legal services, $60,400 for legal services and rent of the Company's
temporary offices in 2000, and $26,000 for legal services and rent in 1999.
During 2001, the Bank paid $71,827 for various group insurance benefits and in
2000, $29,038 for similar services for which Mr. Watts, a director of the Bank,
will ultimately received commission compensation. During 2001, the Bank paid a
printing company of which Mr. Shenk, a director of the Bank, is a principal,
$4,968 for office supplies, and, in 2000, $2,115 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.

---------------
(1)      Represents percentage of 822,250 shares issued and outstanding as of
         March 1, 2002. At March 1, 2002 there were no outstanding options or
         warrants that were exercisable within 60 days of March 1, 2002.



                                       15
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

<TABLE>
<CAPTION>

Exhibit No.       Description of Exhibits

<S>               <C>
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

</TABLE>

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

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 Exhibits 99(b) and 99(d) to the Company's
         to Registration Statement on Form SB-2, as amended) (File No.
         333-91817)

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

         No reports on Form 8-K were filed during the fourth quarter of 2001.




                                       16
<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 8, 2001                              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                Chairman of the Board of Directors of the             March 8, 2002
---------------------------                         Company and the Bank
Milton D. Jernigan II



 /s/ Alvin R. Maier                      Vice Chairman of the Board of Directors              March 8, 2002
---------------------------             of the Company and the Bank; Treasurer of
Alvin R. Maier                                       the Company



 /s/ Richard J. Morgan                     Director, President and CEO of the                 March 8, 2002
---------------------------                       Company and the Bank
Richard J. Morgan


/s/ Lamont Thomas                       Director and Executive Vice President of              March 8, 2002
---------------------------              the Company and the Bank; Treasurer of
Lamont Thomas                                         the Bank


/s/ Edward B. Howlin, Jr.                Director of the Company and the Bank                 March 8, 2002
---------------------------
Edward B. Howlin, Jr.


</TABLE>







                                       17