UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2004     Commission File Number 000-24749

                        CLOVER COMMUNITY BANKSHARES, INC.
                 (Name of Small Business Issuer in its Charter)

         South Carolina                                   58-2381062
(State or Other Jurisdiction of             (IRS Employer Identification Number)
Incorporation or Organization)

            124 North Main Street, Clover, South Carolina 29710
                (Address of Principal Executive Office, Zip Code)

         Issuer's Telephone Number, Including Area Code: (803) 222-7660

Securities Registered Under Section 12(b) of the Act:

                                      None
                                (Title of Class)

Securities Registered Under Section 12(g) of the Act:

                           Common Stock ($.01 par value)
                                (Title of Class)

         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. [ ]

         State issuer's revenues for the most recent fiscal year.  $5,222,560.

         There is no  established  market  for the  Registrant's  voting  common
equity.  The  Registrant  has  no  non-voting  common  equity  outstanding.  The
aggregate book value of the voting common equity held by non-affiliates on March
15, 2005, was  $8,607,347.  (In the absence of any active trading market for the
Registrant's  common equity, book value is used as a proxy for market value.) As
of March 15, 2005, there were 1,012,397 shares of the Registrant's Common Stock,
no par value,  outstanding.  For purposes of the foregoing calculation only, all
directors and executive officers of the Registrant have been deemed affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE

     (1)  Portions  of the  Annual  Report to  Shareholders  for the year  ended
          December 31, 2004 - Parts I and II

     (2)  Portions  of the  Registrant's  Proxy  Statement  for the 2005  Annual
          Meeting of Shareholders - Part III

          Transitional Small Business  Disclosure Format.
          Yes __   No X

<PAGE>



                          10-KSB CROSS REFERENCE INDEX

                                     Part I                                 Page

Item 1   Description of Business ........................................      2
Item 2   Description of Property ........................................      9
Item 3   Legal Proceedings ..............................................      9
Item 4   Submission of Matters to a Vote of Security Holders ............      9

                                     Part II

Item 5   Market for Common Equity, Related Stockholder Matters
           and Small Business Issuer Purchases of Securities ............      *
Item 6   Management's Discussion and Analysis or Plan of Operation ......      *
Item 7   Financial Statements ...........................................      *
Item 8   Changes In and Disagreements with Accountants
           on Accounting and Financial Disclosure .......................     10
Item 8A  Controls and Procedures ........................................     10
Item 8B  Other Information ..............................................     10

                                    Part III

Item 9   Directors, Executive Officers, Promoters and Control
         Persons; Compliance With Section 16(a) of the Exchange Act .....     11
Item 10  Executive Compensation .........................................     **
Item 11  Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters ................................     12
Item 12  Certain Relationships and Related Transactions .................     **

                                     Part IV

Item 13  Exhibits and Reports on  Form 8-K ..............................     12
Item 14  Principal Accountant Fees and Services .........................     **

*Incorporated by reference to Registrant's 2004 Annual Report to Shareholders

**  Incorporated by reference to the  Registrant's  Proxy Statement for the 2005
Annual Meeting of Shareholders

<PAGE>

                                     PART I

                           FORWARD LOOKING STATEMENTS

         This report contains "forward-looking statements" within the meaning of
the  securities   laws.  All  statements  that  are  not  historical  facts  are
"forward-looking  statements." You can identify these forward-looking statements
through  the  use of  words  such  as  "may,"  "will,"  "expect,"  "anticipate,"
"believe," "intend," "estimate," "project, " "continue," or other similar words.
Forward-looking statements include, but are not limited to, statements regarding
the Company's future business prospects,  revenues, working capital,  liquidity,
capital  needs,  interest  costs,  income,   business  operations  and  proposed
services.

         These  forward-looking  statements  are based on current  expectations,
estimates and projections about the banking industry,  management's beliefs, and
assumptions made by management.  Such information includes,  without limitation,
discussions  as to estimates,  expectations,  beliefs,  plans,  strategies,  and
objectives  concerning  future  financial  and  operating   performance.   These
statements  are not guarantees of future  performance  and are subject to risks,
uncertainties and assumptions that are difficult to predict.  Therefore,  actual
results  may  differ  materially  from those  expressed  or  forecasted  in such
forward-looking  statements.  The risks and uncertainties  include,  but are not
limited to:

     o    The Company's growth and its ability to maintain growth;

     o    governmental  monetary and fiscal policies, as well as legislative and
          regulatory changes;

     o    the effect of interest  rate changes on the level and  composition  of
          deposits, loan demand and the value of loan collateral and securities;

     o    the effects of competition from other financial institutions operating
          in the Company's  market area and  elsewhere,  including  institutions
          operating  locally,   regionally,   nationally  and   internationally,
          together with  competitors that offer banking products and services by
          mail, telephone and computer and/or the Internet;

     o    failure of assumptions  underlying the  establishment of the allowance
          for loan losses, including the value of collateral securing loans; and

     o    loss of consumer  confidence and economic  disruptions  resulting from
          terrorist activities.

         The Company  undertakes no obligation to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  In light of these risks,  uncertainties,  and assumptions,
the forward-looking events discussed in this report might not occur.

Item 1.  Description of Business

                              FORM OF ORGANIZATION

         Clover Community  Bankshares,  Inc. (the "Company") is a South Carolina
corporation and a bank holding company  incorporated  March 4, 1998. The Company
commenced  operations on June 5, 1998, upon  effectiveness of the acquisition of
Clover Community Bank (the "Bank") as a wholly owned  subsidiary.  The principal
business of the Company is ownership and operation of the Bank.

                               BUSINESS OF BANKING

General

         The Bank was incorporated under the laws of the State of South Carolina
as a state chartered bank on August 18, 1987 and commenced operations on October
1, 1987.  The Bank operates under the  jurisdiction  of the South Carolina State
Board of  Financial  Institutions  (the "State  Board"),  and its  deposits  are
insured by the Federal Deposit Insurance Corporation ("FDIC"). The Bank is not a
member of the Federal Reserve System.  The Bank engages in a general  commercial
banking  business,  emphasizing  the banking needs of  individuals  and small to
medium-sized business and professional concerns in its primary service area, and
offers a full range of deposit  services and short to medium term commercial and
other loans,  as well as various other  services from its main office in Clover,
South Carolina and a branch office in Lake Wylie, South Carolina.  The Bank does
not exercise trust powers or other fiduciary services at this time.


                                       2
<PAGE>

         The Bank offers the full range of deposit  services  that are typically
available in most banks and savings and loan  associations,  including  checking
accounts,  NOW accounts,  savings  accounts,  and other time deposits of various
types ranging from daily money market  accounts to longer-term  certificates  of
deposit.  The  transaction  accounts and time  certificates  are tailored to the
Bank's principal market area at rates  competitive to those offered in the area.
All deposit  accounts are insured by the FDIC up to the maximum amount ($100,000
per depositor,  subject to aggregation  rules). The Bank solicits these accounts
from individuals,  businesses,  associations and organizations, and governmental
authorities.

         The Bank  offers a full  range  of  short  to  medium-term  commercial,
personal,  and  mortgage  loans.  Commercial  loans  include  both  secured  and
unsecured  loans for working  capital  (including  inventory  and  receivables),
business expansion (including acquisition of real estate and improvements),  and
purchase of equipment  and  machinery.  Personal  (or  consumer)  loans  include
secured  and  unsecured  loans for  financing  automobiles,  home  improvements,
education, and personal investments. The Bank also offers mortgage loans secured
by personal residences.

         The Bank offers travelers  checks,  safe deposit boxes,  MasterCard and
Visa accounts,  ATM cards,  and overdraft lines of credit to its customers.  The
Bank  does not  offer  trust  services.  The Bank is a member  of  regional  and
national  networks  of  automated  teller  machines  that  may be  used  by Bank
customers in major cities  throughout  South Carolina and the United States,  as
well as in various cities worldwide.

Employees

     At December 31, 2004, the Company employed 34 people.

Market Area

         The Bank's  primary  service  area  includes  the Clover and Lake Wylie
communities in York County, South Carolina.  York County is located in the north
central  portion  of South  Carolina  about 75 miles  north of  Columbia,  South
Carolina and just southwest of Charlotte,  North Carolina. The county is bounded
by North  Carolina to the north,  by Lancaster  County to the east,  by Cherokee
County to the west,  and by Chester  County to the south.  Clover and Lake Wylie
are near the North Carolina line in the northwest corner of the county.

Competition

         The Bank generally competes with other financial  institutions  through
the selection of banking products and services offered, the pricing of services,
the level of service provided, the convenience and availability of services, and
the degree of expertise and the personal  manner in which  services are offered.
South   Carolina   law  permits   statewide   branching  by  banks  and  savings
institutions, and many financial institutions in the state have branch networks.
Consequently,  commercial  banking  in South  Carolina  is  highly  competitive.
Furthermore,  out-of-state  banks may  commence  operations  and  compete in the
Bank's primary service area. Many large banking organizations,  several of which
are controlled by out-of-state ownership, currently operate in the Bank's market
area.

         The  Bank  faces   competition   from  both  federally   chartered  and
state-chartered  banks  and  thrift  institutions,  as  well as  credit  unions,
consumer finance companies,  insurance companies,  and other institutions in the
Bank's market area. Some of these competitors are not subject to the same degree
of regulation and restriction  imposed upon the Bank. Many of these  competitors
also have broader  geographic  markets and  substantially  greater resources and
lending  limits than the Bank and offer  certain  services such as trust banking
that the Bank does not currently provide. In addition, many of these competitors
have numerous branch offices located  throughout the extended market area of the
Bank  which may  provide  these  competitors  with an  advantage  in  geographic
convenience that the Bank does not have at present. Such competitors may also be
in a position to make more effective use of media advertising, support services,
and electronic technology than can the Bank.

         Currently  three other  commercial  banks operate in the communities of
Clover and Lake Wylie,  which are the Bank's  existing  primary  service  areas.
Additionally, six other commercial banks and three credit unions operate in York
County.

                                       3
<PAGE>

                         EFFECT OF GOVERNMENT REGULATION

         Bank  holding  companies  and banks  are  extensively  regulated  under
federal and state law. To the extent that the  following  information  describes
statutory  and  regulatory  provisions,  it is  qualified  in  its  entirety  by
reference to such  statutes and  regulations.  Any change in  applicable  law or
regulation may have a material effect on the business of the Holding Company and
the Bank.

General

         As a bank holding company registered under the Bank Holding Company Act
("BHCA"),  the Company is subject to supervision,  and to regular  inspection by
the Federal  Reserve.  The Company is also  subject to  regulation  by the State
Board. The Bank is a state bank subject to regulation by the State Board and the
FDIC.  The  following  discussion  summarizes  certain  aspects  of the laws and
regulations  that affect the Company and the Bank.  Proposals to change the laws
and  regulations  governing  the  banking  industry  are  frequently  raised  in
Congress, the state legislature and before the various bank regulatory agencies.
The  likelihood and timing of any changes and the impact such changes might have
on the Company and the Bank are difficult to determine.

         Under the BHCA, the Company's  activities and those of its subsidiaries
are limited to banking, managing or controlling banks, furnishing services to or
performing services for its subsidiaries or engaging in any other activity which
the Federal  Reserve  determines to be so closely related to banking or managing
or controlling banks as to be a proper incident thereto.  The BHCA prohibits the
Company  from  acquiring  direct  or  indirect  control  of more  than 5% of the
outstanding  voting stock or substantially all of the assets of any bank or from
merging or  consolidating  with  another  bank  holding  company  without  prior
approval of the Federal  Reserve.  In making  such  determinations,  the Federal
Reserve is required to consider  whether the performance of such activities by a
bank holding company or its  subsidiaries  can reasonably be expected to produce
benefits to the public such as greater  convenience,  increased  competition  or
gains in  efficiency  that  outweigh  possible  adverse  effects,  such as undue
concentration  of  resources,  decreased  or unfair  competition,  conflicts  of
interest or unsound banking practices.

         Additionally,  the BHCA prohibits the Company from engaging in, or from
acquiring  ownership or control of more than 5% of the outstanding  voting stock
of any  company  engaged in, a  non-banking  business  unless  such  business is
determined by the Federal  Reserve to be so closely  related to banking as to be
properly incident thereto.

         As discussed below under "Recent  Legislation",  a bank holding company
that meets certain  requirements may now qualify as a financial  holding company
and thereby  significantly  increase  the variety of services it may provide and
the investments it may make.

         In addition to  regulation by the Federal  Reserve under the BHCA,  the
Company is also subject to supervision  and  regulation by the State Board.  The
Company  must  provide  the State  Board with  information  with  respect to its
financial condition, operations,  management, and inter-company relationships of
the Company and its  subsidiaries.  The State Board may also  require such other
information as is necessary to keep itself informed about whether the provisions
of South Carolina law and the  regulations  and orders issued  thereunder by the
State Board have been complied with,  and the State Board may make  examinations
of the Company and its subsidiaries.

Obligations of the Company to its Subsidiary Bank

         A number of obligations  and  restrictions  are imposed on bank holding
companies  and their  depository  institution  subsidiaries  by Federal  law and
regulatory  policy that are designed to reduce  potential  loss  exposure to the
depositors of such  depository  institutions  and to the FDIC insurance funds in
the event the depository  institution  is in danger of becoming  insolvent or is
insolvent.  For example, under the policy of the Federal Reserve with respect to
bank holding company operations,  a bank holding company is required to serve as
a source of financial strength to its subsidiary depository  institutions and to
commit resources to support such  institutions in  circumstances  where it might
not do so absent such policy. In addition,  the "cross-guarantee"  provisions of
the  Federal  Deposit  Insurance  Act,  as  amended  ("FDIA"),  require  insured
depository  institutions under common control to reimburse the FDIC for any loss
suffered or reasonably  anticipated by either the Savings Association  Insurance
Fund ("SAIF") or the Bank  Insurance Fund ("BIF") of the FDIC as a result of the
default of a  commonly  controlled  insured  depository  institution  or for any
assistance  provided  by the FDIC to a commonly  controlled  insured  depository

                                       4
<PAGE>

institution  in  danger  of  default.  The  FDIC  may  decline  to  enforce  the
cross-guarantee  provisions  if it  determines  that a  waiver  is in  the  best
interest  of the  SAIF or the BIF or both.  The  FDIC's  claim  for  damages  is
superior to claims of stockholders of the insured depository  institution or its
holding  company but is subordinate to claims of depositors,  secured  creditors
and  holders of  subordinated  debt  (other  than  affiliates)  of the  commonly
controlled insured depository institutions.

         The FDIA also provides that amounts  received from the  liquidation  or
other resolution of any insured  depository  institution by any receiver must be
distributed (after payment of secured claims) to pay the deposit  liabilities of
the  institution  prior to payment  of any other  general  or  unsecured  senior
liability,   subordinated  liability,  general  creditor  or  stockholder.  This
provision gives depositors a preference over general and subordinated  creditors
and  stockholders  in the event a receiver is appointed to distribute the assets
of the Bank.

         Any capital  loans by a bank holding  company to any of its  subsidiary
banks are  subordinate  in right of payment  to  deposits  and to certain  other
indebtedness of such subsidiary  bank. In the event of a bank holding  company's
bankruptcy,  any  commitment  by the bank  holding  company  to a  federal  bank
regulatory  agency to maintain the capital of a subsidiary  bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.

Capital Adequacy Guidelines for Bank Holding Companies and State Banks

         The various federal bank regulators,  including the Federal Reserve and
the FDIC,  have adopted  risk-based  capital  requirements  for  assessing  bank
holding company and bank capital adequacy. These standards define what qualifies
as capital and  establish  minimum  capital  standards in relation to assets and
off-balance sheet exposures, as adjusted for credit risks.

         The Company's and the Bank's  December 31, 2004 ratios are set forth in
the Annual Report to Shareholders for the year ended December 31, 2004 under the
caption "Management's Discussion and Analysis -- Capital Resources."

         Failure to meet capital  guidelines could subject the Bank to a variety
of enforcement remedies, including termination of deposit insurance by the FDIC.

         The risk-based  capital standards of both the Federal Reserve Board and
the FDIC explicitly identify  concentrations of credit risk and the risk arising
from non-traditional  activities,  as well as an institution's ability to manage
these  risks,  as  important  factors to be taken into  account by the agency in
assessing an institution's overall capital adequacy. The capital guidelines also
provide that an institution's exposure to a decline in the economic value of its
capital due to changes in interest rates be considered by the agency as a factor
in  evaluating a bank's  capital  adequacy.  The Federal  Reserve Board also has
recently issued  additional  capital  guidelines for bank holding companies that
engage in certain trading activities.

Payment of Dividends

         The  Company is a legal  entity  separate  and  distinct  from its bank
subsidiary.  Most of the  revenues of the  Company  are  expected to result from
dividends  paid to the Company by the Bank.  There are,  however,  statutory and
regulatory  requirements  applicable  to the payment of dividends by  subsidiary
banks as well as by the Company to its stockholders.

Certain Transactions by the Company with its Affiliates

         Federal  law  regulates   transactions  between  the  Company  and  its
affiliates,  including  the  amount of the  Bank's  loans to or  investments  in
nonbank affiliates and the amount of advances to third parties collateralized by
securities of an affiliate. Further, a bank holding company and its subsidiaries
are prohibited  from engaging in certain tie-in  arrangements in connection with
any extension of credit, lease or sale of property or furnishing of services.


                                       5
<PAGE>

FDIC Insurance Assessments

         Because the Bank's deposits are insured by the BIF, the Bank is subject
to  insurance  assessments  imposed by the FDIC.  Since  January  1,  1997,  the
assessments imposed on all FDIC deposits for deposit insurance have an effective
rate ranging from 0 to 27 basis points per $100 of insured  deposits,  depending
on the institution's capital position and other supervisory factors. Legislation
enacted in 1996 also requires that both  SAIF-insured  and BIF-insured  deposits
pay a pro rata  portion of the  interest  due on the  obligations  issued by the
Financing Corporation ("FICO"). The FICO assessment is based on deposit balances
and is adjusted  quarterly  to reflect  changes in the  assessment  bases of the
respective  funds based on  quarterly  Call Report and Thrift  Financial  Report
submissions.

Regulation of the Bank

         The Bank is also subject to  regulation  and  examination  by the South
Carolina  State Board.  In addition,  the Bank is subject to various other state
and federal laws and  regulations,  including state usury laws, laws relating to
fiduciaries,  consumer  credit  laws and laws  relating to branch  banking.  The
Bank's loan operations are also subject to certain federal  consumer credit laws
and  regulations  promulgated  thereunder,  including,  but not  limited to: the
federal  Truth-In-Lending Act, governing disclosures of credit terms to consumer
borrowers; the Home Mortgage Disclosure Act, requiring financial institutions to
provide certain information  concerning their mortgage lending; the Equal Credit
Opportunity  Act and the Fair Housing  Act,  prohibiting  discrimination  on the
basis of  certain  prohibited  factors  in  extending  credit;  the Fair  Credit
Reporting  Act,  governing  the use  and  provision  of  information  to  credit
reporting agencies;  the Bank Secrecy Act, dealing with, among other things, the
reporting of certain  currency  transactions;  and the Fair Debt Collection Act,
governing  the manner in which  consumer  debts may be collected  by  collection
agencies.  The deposit  operations  of the Bank are also subject to the Truth in
Savings Act, requiring certain disclosures about rates paid on savings accounts;
the  Expedited  Funds  Availability  Act,  which  deals with  disclosure  of the
availability  of funds  deposited in accounts and the  collection  and return of
checks by banks;  the Right to Financial  Privacy Act,  which  imposes a duty to
maintain  certain   confidentiality   of  consumer  financial  records  and  the
Electronic  Funds Transfer Act and  regulations  promulgated  thereunder,  which
govern  automatic   deposits  to  and  withdrawals  from  deposit  accounts  and
customers'  rights and  liabilities  arising  from the use of  automated  teller
machines and other electronic banking services.

         The  Bank  is  also  subject  to  the  requirements  of  the  Community
Reinvestment  Act (the  "CRA").  The CRA imposes on  financial  institutions  an
affirmative  and  ongoing  obligation  to meet the credit  needs of their  local
communities,  including low-and  moderate-income neighborhoods,  consistent with
the safe and sound operation of those institutions. Each financial institution's
actual performance in meeting community credit needs is evaluated as part of the
examination process, and also is considered in evaluating mergers,  acquisitions
and applications to open a branch or facility.

Other Safety and Soundness Regulations

         Prompt  Corrective  Action.  The federal  banking  agencies  have broad
powers under  current  federal law to take prompt  corrective  action to resolve
problems of insured depository institutions.  The extent of these powers depends
upon whether the  institutions in question are "well  capitalized,"  "adequately
capitalized,"    "undercapitalized,"    "significantly    undercapitalized"   or
"critically undercapitalized" (as defined in the regulations).

         A bank that is "undercapitalized"  becomes subject to provisions of the
FDIA restricting payment of capital distributions and management fees; requiring
FDIC to monitor the condition of the bank; requiring submission by the bank of a
capital  restoration  plan;  restricting  the  growth of the  bank's  assets and
requiring  prior  approval  of  certain  expansion  proposals.  A bank  that  is
"significantly undercapitalized" is also subject to restrictions on compensation
paid  to  senior  management  of  the  bank,  and a  bank  that  is  "critically
undercapitalized"  is further  subject to  restrictions on the activities of the
bank and restrictions on payments of subordinated  debt of the bank. The purpose
of these  provisions is to require banks with less than adequate  capital to act
quickly to restore their capital and to have the FDIC move promptly to take over
banks that are unwilling or unable to take such steps.

         Brokered Deposits.  Under current FDIC regulations,  "well capitalized"
banks may accept brokered deposits without restriction, "adequately capitalized"
banks may accept  brokered  deposits  with a waiver  from the FDIC  (subject  to
certain  restrictions on payment of rates), while  "undercapitalized"  banks may
not accept brokered  deposits.  The regulations  provide that the definitions of
"well capitalized", "adequately capitalized" and "undercapitalized" are the same
as the  definitions  adopted by the agencies to implement the prompt  corrective
action (described in the previous paragraph).


                                       6
<PAGE>

Interstate Banking

         Under the Riegle-Neal  Interstate Banking and Branching  Efficiency Act
of 1994 the Company and any other  adequately  capitalized  bank holding company
located in South  Carolina can acquire a bank located in any other state,  and a
bank  holding  company  located  outside  South  Carolina  can acquire any South
Carolina-based  bank, in either case subject to certain  deposit  percentage and
other  restrictions.  The legislation  also provides that, in any state that has
not previously elected to prohibit  out-of-state banks from operating interstate
branches within its territory,  adequately  capitalized and managed bank holding
companies can  consolidate  their  multistate bank operations into a single bank
subsidiary and branch interstate through  acquisitions.  De novo branching by an
out-of-state bank is permitted only if it is expressly  permitted by the laws of
the host state. The authority of a bank to establish and operate branches within
a state will continue to be subject to applicable  state branching  laws.  South
Carolina  law was amended,  effective  July 1, 1996,  to permit such  interstate
branching but not de novo branching by an  out-of-state  bank.

         The  Riegel-Neal  Act,  together  with  legislation  adopted  in  South
Carolina,  resulted in a number of South  Carolina banks being acquired by large
out-of-state  bank  holding  companies.  Size  gives the  larger  banks  certain
advantages in competing for business from larger corporations.  These advantages
include  higher  lending limits and the ability to offer services in other areas
of South  Carolina and the region.  As a result,  the Company does not generally
attempt to compete  for the banking  relationships  of large  corporations,  but
concentrates its efforts on small to medium-sized businesses and on individuals.
The  Company  believes it has  competed  effectively  in this market  segment by
offering quality, personal service.

Gramm-Leach-Bliley Act

         The  Gramm-Leach-Bliley  Act,  which  makes it easier for  affiliations
between banks,  securities firms and insurance  companies to take place,  became
effective  in March  2000.  The Act  removes  Depression-era  barriers  that had
separated  banks and  securities  firms,  and seeks to  protect  the  privacy of
consumers' financial information.

         Under  provisions of the  legislation  and  regulations  adopted by the
appropriate regulators, banks, securities firms and insurance companies are able
to structure new affiliations  through a holding company  structure or through a
financial subsidiary. The legislation creates a new type of bank holding company
called a "financial  holding  company" which has powers much more extensive than
those of standard holding companies.  These expanded powers include authority to
engage in "financial activities," which are activities that are (1) financial in
nature;  (2)  incidental  to  activities  that are  financial in nature;  or (3)
complimentary  to a  financial  activity  and that do not  impose  a safety  and
soundness risk. Significantly,  the permitted financial activities for financial
holding  companies include authority to engage in merchant banking and insurance
activities,  including insurance portfolio investing. A bank holding company can
qualify as a financial holding company and expand the services it offers only if
all of its subsidiary depository institutions are well-managed, well-capitalized
and  have  received  a  rating  of   "satisfactory"   on  their  last  Community
Reinvestment Act examination.

         The  legislation  also  creates  another  new type of  entity  called a
"financial subsidiary." A financial subsidiary may be used by a national bank or
a group of national banks to engage in many of the same activities permitted for
a financial holding company, though several of these activities,  including real
estate development or investment,  insurance or annuity underwriting,  insurance
portfolio  investing and merchant  banking,  are reserved for financial  holding
companies.  A bank's  investment  in a financial  subsidiary  affects the way in
which the bank calculates its regulatory capital, and the assets and liabilities
of financial  subsidiaries  may not be consolidated  with those of the bank. The
bank must also be certain that its risk  management  procedures  are adequate to
protect it from  financial and  operational  risks created both by itself and by
any financial subsidiary.  Further, the bank must establish policies to maintain
the separate corporate  identities of the bank and its financial  subsidiary and
to prevent each from becoming liable for the obligations of the other.

                                       7
<PAGE>

         The Act also  establishes  the  concept  of  "functional  supervision,"
meaning that  similar  activities  should be  regulated  by the same  regulator.
Accordingly,  the Act spells out the regulatory authority of the bank regulatory
agencies,  the Securities and Exchange Commission and state insurance regulators
so that each type of activity is  supervised by a regulator  with  corresponding
expertise.  The Federal  Reserve Board is intended to be an umbrella  supervisor
with the  authority  to  require a bank  holding  company or  financial  holding
company  or any  subsidiary  of  either  to  file  reports  as to its  financial
condition,  risk management  systems,  transactions with depository  institution
subsidiaries  and  affiliates,  and compliance  with any federal law that it has
authority to enforce.

         Although the Act reaffirms that states are the regulators for insurance
activities  of  all  persons,  including   federally-chartered  banks,  the  Act
prohibits  states from preventing  depository  institutions and their affiliates
from conducting insurance activities.

         The Act also  establishes  a minimum  federal  standard  of  privacy to
protect the confidentiality of a consumer's  personal financial  information and
gives the consumer the power to choose how personal financial information may be
used by financial  institutions.

         The Act and the  regulations  adopted  pursuant  to the Act  create new
opportunities  for the Company to offer  expanded  services to  customers in the
future,  though  the  Company  has not yet  determined  what the  nature  of the
expanded  services  might be or when the Company might find it feasible to offer
them. The Act has increased competition from larger financial  institutions that
are  currently  more  capable  than  the  Company  of  taking  advantage  of the
opportunity  to  provide a  broader  range of  services.  However,  the  Company
continues to believe that its commitment to providing high quality, personalized
service to customers will permit it to remain competitive in its market area.

Sarbanes-Oxley Act of 2002

         The Sarbanes-Oxley Act became effective in 2002, and mandated extensive
reforms and requirements for public companies. The SEC has adopted extensive new
regulations  pursuant  to  the  requirements  of  the  Sarbanes-Oxley  Act.  The
Sarbanes-Oxley  Act and the SEC's new  regulations  have increased the Company's
cost of doing  business,  particularly  its fees for internal and external audit
services  and  legal  services,  and the law and  regulations  are  expected  to
continue  to do so.  However,  the  Company  does  not  believe  that it will be
affected  by  Sarbanes-Oxley  and the  new SEC  regulations  in  ways  that  are
materially  different or more  onerous  than those of other public  companies of
similar size and in similar businesses.

Legislative Proposals

         Proposed  legislation which could significantly  affect the business of
banking is  introduced  in Congress  from time to time.  Management  of the Bank
cannot predict the future course of such  legislative  proposals or their impact
on the Company and the Bank should they be adopted.

Fiscal and Monetary Policy

         Banking is a business  which depends to a large extent on interest rate
differentials. In general, the difference between the interest paid by a bank on
its deposits and its other  borrowings,  and the interest  received by a bank on
its loans and  securities  holdings,  constitutes  the major portion of a bank's
earnings.  Thus, the earnings and growth of the Company and the Bank are 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.  The Federal Reserve  regulates the
supply of money through various means,  including open-market dealings in United
States government  securities,  the discount rate at which banks may borrow from
the Federal Reserve,  and the reserve  requirements on deposits.  The nature and
timing of any changes in such  policies  and their impact on the Company and the
Bank cannot be predicted.

Further Information

         Further  information  about the business of the Company and the Bank is
set  forth in this  Form  10-KSB  under  Item 6  -"Management's  Discussion  and
Analysis or Plan of Operation."

                                       8
<PAGE>

Item 2.  Description of Property

         The Bank owns in fee simple with no major  encumbrances,  real property
at the corner of North Main and Marion Street (124 North Main Street) in Clover,
South  Carolina,  where its offices are  located.  The  building  located on the
property contains  approximately  7,000 square feet. The Bank also owns property
adjacent to the Bank building  upon which it provides  additional  parking.  The
Company also owns in fee simple the real property at 5196  Charlotte  Highway in
Lake Wylie, South Carolina,  where its Lake Wylie office is located.  Management
of the Company believes the Bank's  facilities are suitable and adequate for the
Company's needs.

Item 3.  Legal Proceedings

         The Bank is from  time to time a party  to  various  legal  proceedings
arising in the ordinary  course of business,  but  management of the Bank is not
aware  of  any  pending  or  threatened   litigation  or  unasserted  claims  or
assessments  that are  expected  to  result in  losses,  if any,  that  would be
material to the Bank's business and operations.

Item 4.  Submission of Matters to a Vote of Security Holders

          No matters were  submitted for a vote of the security  holders  during
the fourth quarter of 2004.

                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small Business
        Issuer Purchases of Securities

         The  information  set forth under the caption  "Market for Common Stock
and Dividends" in the Annual Report to Shareholders  for the year ended December
31, 2004 (the "2004 Annual  Report") is  incorporated  herein by reference.  The
information  set forth in Part I, Item 1 of this Form  10-KSB  under the caption
"Effect of Government  Regulation -- Payment of Dividends" is also  incorporated
herein by reference.

Securities Authorized for Issuance under Equity Compensation Plans

         The information  required by Item 201(d) of Regulation S-B is set forth
in Item 11 of this Form 10-KSB.

Recent Sales of Unregistered Securities

         The  Registrant  did not  sell any  securities  during  the year  ended
December 31, 2004.

Purchases of Equity Securities by the Company and Affiliated Purchasers

         During the fourth  quarter of 2004, the Company  repurchased  shares of
its common stock as follows:

                                        9
<PAGE>

<TABLE>
<CAPTION>

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Period                    (a) Total Number of    (b) Average Price       (c) Total Number of    (d) Maximum Number
                          Shares Purchased       Paid per Share          Shares Purchased as    of Shares (or
                                                                         Part of Publicly       Approximate Dollar
                                                                         Announced Plans or     Value) that may yet
                                                                         Programs               be Purchased under
                                                                                                the Plans or Programs
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>                             <C>                    <C>                   <C>                    <C>

OCT                                450                 $21.66                7,020.85               N/A
NOV                                265                 $21.66                7,285.85               N/A
DEC                             0.1439                 $21.66                7,285.99               N/A
</TABLE>

The  repurchase  plan was  adopted  by the  Board in 1999 and  provides  for the
purchase   of  shares  of  the   Company's   common   stock  from   eleemosynary
organizations.  To date, 7,285 shares have been purchased  pursuant to the plan.
The number of shares to be purchased  and the price per share is  determined  by
the Board annually.  The repurchase  plan does not have an expiration  date. The
remaining   .1439  shares   represent   purchases  of  fractional   shares  from
participants in the Company's dividend reinvestment plan.


Item 6. Management's Discussion and Analysis or Plan of Operation

        The information set forth under the caption "Management's Discussion and
Analysis" in the 2004 Annual Report is incorporated herein by reference.

Item 7.  Financial Statements

         The Consolidated  Financial  Statements,  including Notes thereto,  set
forth in the 2004 Annual Report are incorporated herein by reference.

Item 8.   Changes  In and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure

           None

Item 8A.  Controls and Procedures.

         Based on the evaluation required by 17 C.F.R. Section  240.13a-15(b) or
240.15d-15(b) of the Company's disclosure controls and procedures (as defined in
17  C.F.R.  Sections  240.13a-15(e)  or  240.15d-15(e)),   the  Company's  chief
executive  officer and chief financial  officer concluded that such controls and
procedures,  as of the end of the period  covered by this  annual  report,  were
effective.

         No disclosure is required under 17 C.F.R.  Section  228.308 (a) or (b).
There  has been no change  in the  Company's  internal  control  over  financial
reporting during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially  affect,  the Company's internal control over
financial reporting.

Item 8B.  Other Information.

         No  information  was  required to be disclosed in a Form 8-K during the
fourth quarter of 2004 that was not so disclosed.

                                       10
<PAGE>

                                    PART III

Item 9.   Directors,   Executive   Officers,   Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act

         (a)(1) Directors of the Company

         The  information  set forth under the captions  "ELECTION OF DIRECTORS"
and "SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE"  in the Proxy
Statement to be used in conjunction with the 2005 Annual Meeting of Shareholders
(the  "Proxy   Statement"),   which  will  be  filed  within  120  days  of  the
Registrant's fiscal year end, is incorporated herein by reference.

         (2) Executive Officers of the Company

         Name (and Officer Since)      Age          Position

         Gwen M. Thompson              51           President and Chief
         (1987)                                     Executive Officer of Clover
                                                    Community Bank and Clover
                                                    Community Bankshares (since
                                                    August, 2001); Principal
                                                    Accounting Officer (since
                                                    1998); Senior Vice President
                                                    (1989-2001); Corporate
                                                    Secretary (1990-2000)

         Gerald L. Bolin               42           Executive Vice President and
         (2001)                                     Chief Operating Officer
                                                    Clover Community Bank and
                                                    Clover Community Bankshares
                                                    since 2001; Senior Vice
                                                    President and Chief
                                                    Operating Officer of
                                                    Provident Community Bank and
                                                    Union Financial Bankshares,
                                                    Inc., Union, South Carolina
                                                    (1995-2001)

         Audit Committee Financial Expert

         The Company's  board of directors has determined  that the Company does
not have an "audit committee  financial expert," as that term is defined by Item
401(e) of Regulation S-B promulgated by the Securities and Exchange  Commission,
serving on its audit committee.  The Company's audit committee is a committee of
directors who are elected by the  shareholders  and who are  independent  of the
Company and its  management.  After reviewing the experience and training of all
of the  Company's  independent  directors,  the board of directors has concluded
that  no  independent  director  meets  the  SEC's  very  demanding  definition.
Therefore, it would be necessary to find a qualified individual willing to serve
as both a  director  and  member of the  audit  committee  and have that  person
elected  by the  shareholders  in order to have an  "audit  committee  financial
expert" serving on the Company's audit committee.  The Company's audit committee
is,  however,  authorized to use  consultants  to provide  financial  accounting
expertise in any instance where members of the committee believe such assistance
would be useful. Accordingly, the Company does not believe that it needs to have
an "audit committee financial expert" on its audit committee.


         Code of Ethics

         The  Company  has  adopted a code of ethics  (as  defined  by 17 C.F.R.
228.406) that applies to its principal executive officer and principal financial
officer.  The Company will provide a copy of the code of ethics, free of charge,
to any person upon written request to Gerald L. Bolin, Executive Vice President,
Clover Community Bankshares, Inc., 124 North Main Street, Clover, South Carolina
29710.

                                       11
<PAGE>

Item 10.  Executive Compensation

         The information set forth under the caption  "MANAGEMENT  COMPENSATION"
in the Proxy Statement is incorporated herein by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters

         The  information  set forth under the caption  "SECURITY  OWNERSHIP  OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" in the Proxy Statement is incorporated
herein by reference.

         No disclosure of information pursuant to Regulation S-B, Item 201(d) is
required  because the Company does not have any  compensation  plans under which
equity securities of the Company are authorized for issuance.

Item 12.  Certain Relationships and Related Transactions

         The information  set forth under the caption  "EXTENSIONS OF CREDIT AND
OTHER TRANSACTIONS" in the Proxy Statement is incorporated herein by reference.

                                    PART IV

Item 13.  Exhibits

    Exhibit No.(from              Description
    Item 601 of
    Regulation S-B)

         3.1                      Articles  of  Incorporation  (Incorporated  by
                                  reference   to   Exhibits   to    Registrant's
                                  Registration    Statement    on    Form    S-4
                                  (Registration No. 333-47597) (the "Form S-4"))

         3.2                      By-laws (Incorporated by reference to Exhibits
                                  to the Form S-4)

         4                        Specimen Stock certificate (Incorporated by
                                  reference to Exhibits to the Form S-4)

         10.1                     Clover    Community     Bankshares    Dividend
                                  Reinvestment  Plan  (Incorporated by Reference
                                  to   Registration   Statement   on  Form   S-3
                                  (Registration No. 333-71777))

         13                       Portions of the Annual Report to Shareholders
                                  for the Year Ended December 31, 2004

         21                       Subsidiaries of the registrant

         23                       Consent of Elliott Davis, LLC

         31                       Rule 13a-14(a)/15d-14(a) Certifications

         32                       18 U.S.C. Section 1350 Certifications


Item 14.  Principal Accountant Fees and Services

         The  information  set  forth  under  the  caption  "Independent  Public
Accountants  -  Fees  Paid  to  Independent  Auditors"  and  "--Audit  Committee
Pre-Approval  of  Audit  and  Permissible   Non-Audit  Services  of  Independent
Auditors" in the Proxy Statement is incorporated herein by reference.

                                       12
<PAGE>

SIGNATURES

         In accordance  with Section 13 or 15(d) of the Securities  Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              CLOVER COMMUNITY BANKSHARES, INC.

                                   s/Gwen M. Thompson
Date: March 28, 2005           By:-------------------------------------------
                                   Gwen M. Thompson
                                   Its President, Chief Executive Officer and
                                   Principal Accounting Officer

         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>
Signature                                   Capacity                                             Date

<S>                                         <C>                                                  <C>

s/Charles R. Burrell                        Director                                             March 28, 2005
-----------------------------
(Charles R. Burrell)

s/David A. Cyphers                          Director                                             March 28, 2005
-----------------------------
(David A. Cyphers)

s/Nancy C. Daves                            Director and Corporate Secretary                     March 28, 2005
-----------------------------
(Nancy C. Daves)

s/Herbert Kirsh                             Chairman and Director                                March 28, 2005
-----------------------------
(Herbert Kirsh)

s/James H. Owen, Jr.                        Director                                             March 28, 2005
-----------------------------
(James H. Owen, Jr.)

s/Gwen M. Thompson                          President, Chief Executive Officer,                  March 28, 2005
-----------------------------               Principal Accounting Officer,
(Gwen M. Thompson)                          and Director

s/James C. Young                            Director                                             March 28, 2005
-----------------------------
(James C. Young)

</TABLE>


                                       13
<PAGE>


                                  EXHIBIT INDEX


         3.1                      Articles  of  Incorporation  (Incorporated  by
                                  reference   to   Exhibits   to    Registrant's
                                  Registration    Statement    on    Form    S-4
                                  (Registration No. 333-47597) (the "Form S-4"))

         3.2                      By-laws (Incorporated by reference to Exhibits
                                  to the Form S-4)

         4                        Specimen Stock certificate (Incorporated by
                                  reference to Exhibits to the Form S-4)

         10.1                     Clover    Community     Bankshares    Dividend
                                  Reinvestment  Plan  (Incorporated by Reference
                                  to   Registration   Statement   on  Form   S-3
                                  (Registration No. 333-71777))

         13                       Portions of the Annual Report to Shareholders
                                  for the Year Ended December 31, 2004

         21                       Subsidiaries of the registrant

         23                       Consent of Elliott Davis, LLC

         31                       Rule 13a-14(a)/15d-14(a) Certifications

         32                       18 U.S.C. Section 1350 Certifications



                                       14