SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)

  X     Annual Report under Section 13 or 15(d) of the Securities Exchange Act
-----   of 1934 For the fiscal year ended December 31, 2002

        or

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

               For the transition period from          to
                                              --------    --------
                          Commission file no. 000-26061

                              NEW COMMERCE BANCORP
                             ----------------------
                 (Name of Small Business Issuer in Its Charter)

        South Carolina                                        58-2403844
   --------------------------                               --------------
  (State or Other Jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)                           Identification No.)

         501 New Commerce Court
       Greenville, South Carolina                                29607
   ------------------------------------                        ---------
  (Address of Principal Executive Offices)                    (Zip Code)

                                 (864) 297-6333
                              --------------------
                 Issuer's Telephone Number, Including Area Code

        Securities registered pursuant to Section 12(b) of the Act: None.
    Securities registered pursuant to Section 12(g) of the Act: Common Stock.

     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 past 90 days.   Yes X  No
                                                                    ---   ---
     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B 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. [ ]

     The  issuer's  gross  revenues  for the year ended  December  31, 2002 were
approximately $3,377,000.

     As of March 12, 2003,  there were  1,000,000  shares of Common Stock issued
and  outstanding.  The  aggregate  market  value  of the  Common  Stock  held by
non-affiliates (shareholders holding less than 5% of the Common Stock, excluding
directors  and  executive  officers)  of  the  company  on  March  12,  2003  is
$6,485,987.  This calculation is based upon an estimate of the fair market value
of the Common Stock of $9.17 per share, which was the price of the last trade of
which  management  is aware prior to this date.  There is not an active  trading
market for the Common  Stock and it is not  possible to identify  precisely  the
market value of the Common Stock.

     Transitional Small Business Disclosure Format. (Check one): Yes    No X
                                                                    ---   ---

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Company's 2002 Annual Report to Shareholders - Part II.

     Portions of the Company's  Proxy  Statement for the 2003 Annual  Meeting of
Shareholders - Part III





<PAGE>



Item 1.    Description of Business
----------------------------------

     This  Report  contains   statements,   which   constitute   forward-looking
statements  within the meaning of Section 27A of the  Securities Act of 1933 and
the  Securities  Exchange  Act of  1934.  These  statements  are  based  on many
assumptions  and estimates and are not  guarantees  of future  performance.  Our
actual results may differ materially from those projected in any forward-looking
statements,  as they will  depend on many  factors  about  which we are  unsure,
including many factors,  which are beyond our control. The words "may," "would,"
"could,"  "will,"  "expect,"  "anticipate,"  "believe,"  "intend,"  "plan,"  and
"estimate,"  as  well  as  similar  expressions,  are  meant  to  identify  such
forward-looking  statements.  Potential risks and uncertainties include, but are
not limited to:

     o   significant  increases  in  competitive  pressure  in the  banking  and
         financial services industries;

     o   changes in the interest rate environment which could reduce anticipated
         or actual margins;

     o   changes  in  political  conditions  or the  legislative  or  regulatory
         environment;

     o   the level of allowance for loan loss;

     o   the rate of delinquencies and amounts of charge-offs;

     o   the rates of loan growth;

     o   adverse  changes in asset  quality and  resulting  credit  risk-related
         losses and expenses;

     o   general  economic  conditions,  either  nationally  or  regionally  and
         especially  in primary  service  area,  becoming  less  favorable  than
         expected  resulting in, among other things,  a deterioration  in credit
         quality;

     o   changes occurring in business conditions and inflation;

     o   changes in technology;

     o   changes in monetary and tax policies;

     o   changes in the securities markets; and

     o   other risks and uncertainties detailed from time to time in our filings
         with the Securities and Exchange Commission.

General

     New Commerce  BanCorp was incorporated to operate as a bank holding company
pursuant to the Federal Bank Holding  Company Act of 1956 and the South Carolina
Banking and  Branching  Efficiency  Act, and to purchase  100% of the issued and
outstanding stock of New Commerce Bank, an association  organized under the laws
of the United States,  to conduct a general banking business in the Golden Strip
area of Greenville, South Carolina.

     The bank  engages in a  commercial  banking  business  from our main office
located at 501 New Commerce  Court,  in Greenville,  South Carolina and from our
branch  location  at 1 Five Forks Plaza Court in  Simpsonville,  South  Carolina
(both located in Greenville County).  The bank is a full service commercial bank
without trust powers. We offer a full range of interest bearing and non-interest
bearing  accounts,  including  commercial and



                                       2
<PAGE>

retail checking accounts, money market accounts, individual retirement accounts,
certificates of deposit,  commercial loans, real estate loans, home equity loans
and  consumer/installment  loans. In addition, we provide such consumer services
as U.S. Savings Bonds,  travelers checks,  cashiers checks,  safe deposit boxes,
bank by mail  services,  direct  deposit,  credit  cards  and  automated  teller
machines.

Marketing Focus

     The bank  draws a large  percentage  of its  business  from the  cities  of
Simpsonville,   Mauldin,   and  Fountain  Inn  (the  Golden   Strip),   and  the
unincorporated  areas  of  Enoree  and  Southside,  which  are  located  in  the
southeastern  portion of  Greenville  County.  This area is known locally as the
"Golden  Strip" and is bound by  Interstate  85 to the north,  Highway 25 to the
west,  Laurens  County to the south,  and  Spartanburg  County to the east.  The
Golden Strip's median household income,  household growth, and population growth
trends have consistently outpaced the rest of Greenville County and the State of
South Carolina.

     The bank  targets its products and services to meet the needs of the area's
customer  base and is a  full-service  bank,  focusing  on  providing  small- to
middle-market business loans, residential mortgages, and consumer loans to these
customers.  The primary  service area represents a diverse market with a growing
population and economy.

Location and Service Area

     While the bank does not  compete  with large  institutions  for the primary
banking relationships of large corporations,  it does compete for niches in this
business and for the consumer  business of their  employees.  It also focuses on
small to  medium-sized  businesses and their  employees.  This includes  retail,
service,   and  wholesale   distribution,   manufacturing,   and   international
businesses. The bank is active in providing residential mortgages;  construction
and permanent financing for commercial real estate,  particularly owner occupied
property;  commercial  business  loans;  and to a lesser extent  acquisition and
development loans for commercial and residential land developments.

Deposits

     Our bank  offers a full  range  of  deposit  services  that  typically  are
available in most banks and savings and loan  associations,  including  checking
accounts,  commercial accounts, savings accounts, money market accounts and time
deposits of various types.  The transaction  accounts and time  certificates are
tailored to our principal  market area at rates  competitive to those offered in
the Greenville  County area. In addition,  we offer certain  retirement  account
services, such as individual retirement accounts. We solicit these accounts from
individuals, businesses, associations, organizations, and governmental entities.

Lending Activities

     General - The bank emphasizes a range of lending  services,  including real
estate,  commercial, and consumer loans to individuals and small-to medium-sized
businesses  and  professional   concerns  that  are  located  in  or  conduct  a
substantial portion of their business in our market area.

     Real Estate Loans -  Approximately  70% of our loan  portfolio  consists of
loans that are secured by first or second mortgages on real estate.  These loans
generally fall into three categories: commercial real estate loans, construction
and  development  loans,  and  residential  real  estate  loans.  Each of  these
categories is discussed in more detail below,  including  their specific  risks.
Home  equity  lines are not  included  in real  estate  loans,  but  rather  are
classified as consumer loans,  which are discussed  separately  below.  Interest
rates for all categories may be fixed or variable.  We may charge an origination
fee for each loan.



                                       3
<PAGE>

     The  principal  economic  risk  associated  with  any  category  of  loans,
including real estate loans, is the cash flow capability and creditworthiness of
our  borrowers.  The risks  associated  with real  estate  loans  vary with many
economic factors,  including  employment levels and fluctuations in the value of
real estate.

     Commercial  Real Estate Loans - Commercial real estate loans generally have
terms of three to seven years,  although  payments may be structured on a longer
amortization  basis.  Risks associated with commercial real estate loans include
the general risk of the failure of each commercial borrower,  which is different
for each type of business and commercial entity. We evaluate each business on an
individual basis and attempt to determine its business risks and credit profile.
Our bank attempts to reduce credit risk in the commercial real estate  portfolio
by emphasizing  loans on  owner-occupied  office and retail  buildings where the
loan-to-loan value ratio, established by independent appraisals, does not exceed
85%.  Generally  we require  that debtor cash flow  exceeds 120% of monthly debt
service  obligations.   Typically,  the  bank  reviews  the  personal  financial
statements of the principal owners and requires their personal  guarantees.  One
purpose  of these  reviews  is to reveal  secondary  sources  of  repayment  and
liquidity to support a loan request.

     Construction  and Development  Real Estate Loans - We offer  adjustable and
fixed  rate  residential  and  commercial  construction  loans to  builders  and
developers  and to  consumers  who wish to build  their own  home.  The terms of
construction  and  development  loans  generally  are limited to twelve  months,
although terms may be longer  depending upon the type of  construction  project.
Most loans mature and require  payment in full upon the sale or occupancy of the
property.  Construction and development loans generally carry a higher degree of
risk than long term financing of existing  properties.  Repayment depends on the
ultimate  completion  of the project  and  usually on the sale of the  property.
Risks include:

     o   cost overruns;
     o   mismanaged construction;
     o   inferior or improper construction techniques;
     o   economic changes or downturns during construction;
     o   a downturn in the real estate market;
     o   rising interest rates which may prevent sale of the property; and
     o   failure to sell completed projects in a timely manner.

The  bank  attempts  to  reduce  risk by  obtaining  personal  guarantees  where
possible,  and by keeping the loan-to-value ratio of the completed project below
specified  percentages.  We also  reduce the risk by selling  participations  in
larger loans to other institutions when possible.

     Residential  Real  Estate  Loans - We  originate  conventional  residential
mortgage loans.  Residential real estate loans generally have longer terms up to
30 years,  so we  typically  originate  and sell these loans to large  wholesale
mortgage  companies.  From time to time we originate  loans on residential  real
estate  and retain  them in our  portfolio.  These  loans  have  shorter  terms,
typically five years or less, although amortization terms may be longer, or they
carry variable rates.

     Commercial Loans - The bank makes loans for commercial  purposes to various
types of businesses.  Equipment  loans typically are for a term of five years or
less at fixed or variable rates, with the loan fully amortized over the term and
secured by the financed  equipment and typically with a  loan-to-value  ratio of
80% or less.  Working  capital loans typically have terms not exceeding one year
and  are  usually  secured  by  accounts  receivable,   inventory,  or  personal
guarantees  of the  principals  of the  business.  For loans secured by accounts
receivable or inventory,  principal  typically is repaid as the assets  securing
the loan  are  converted  into  cash,  although  we may make  these  loans  with
principal  due at  maturity.  Trade  letters of credit and foreign  exchange are
handled through a correspondent bank as agent for our bank.

     Consumer  Loans - The bank  makes a  variety  of loans to  individuals  for
personal and household  purposes.  Installment loans typically carry balances of
less than $50,000 and are amortized over periods up to 60 months.


                                       4
<PAGE>

Consumer loans may be offered on a single maturity basis where a specific source
of repayment is available.  The principal economic risk associated with consumer
loans is the creditworthiness and cash flow of our borrowers.

     We also offer home equity  lines.  The  underwriting  criteria  for and the
risks  associated  with home equity  lines  generally  are the same as those for
first  mortgage  loans.  Home equity lines of credit  typically have terms of 10
years  or  less,  and may  extend  up to 100% of the  available  equity  of each
property.

     Loan  Approval and Review - The bank's loan approval  policies  provide for
various levels of officer lending authority.  When the amount of aggregate loans
to a single borrower exceeds that individual  officer's lending  authority,  the
loan request will be considered and approved by an officer with a higher lending
limit or the  Management  Loan  Committee.  Any loan in excess of the Management
Loan Committee's lending limit, which currently is $500,000, must be approved by
the loan  committee  of the Board of  Directors  (Board Loan  Committee),  whose
lending limit is $900,000.  Additionally,  certain loans must be approved by the
Board of  Directors.  Such  loans  include  loans in excess  of the  Board  Loan
Committee's lending authority and loans to directors. The bank will not make any
loans to any director,  officer, or employee of the bank unless the loan is made
on terms not more  favorable  to such person than would be available to a person
not affiliated with us.

     Credit Administration - We have a credit  administration  function which is
designed  to manage  the risks  associated  with our  lending  activities.  This
function  reviews  past  due  loans,  risk  rating,  documentation,  and  policy
exceptions, among other duties. Reports are generated and provided to management
and the Board of Directors on a regular  basis.  We also use outside  consulting
firms for internal auditing and loan reviews. The internal auditing firm reviews
our loans  for  regulatory  compliance  and  reviews  internal  and  operational
controls of our lending activities. The loan review consultant reviews loans for
proper underwriting and policy compliance.  These consultants report directly to
the  audit  committee  of the  Board  of  Directors.  As  part  of  its  regular
examination  process,  the Office of the Comptroller of the Currency reviews our
lending  activities,  including  loan  underwriting  and loan  quality.  See the
discussion below under "Supervision and Regulation - New Commerce Bank."

     Lending Limits - Our bank's lending  activities are subject to a variety of
lending limits imposed by federal law. While  differing  limits apply in certain
circumstances based on the type of loan or the nature of the borrower (including
the borrower's  relationship to the bank), in general the bank's internal target
limit for loan exposure to any borrower is $750,000, although occasionally,  the
bank will extend credit up to, but not exceeding the legal lending  limit.  This
limit will increase or decrease as our bank's capital increases or decreases. In
order to meet the  needs of  customers  with  borrowing  needs in  excess of our
internal  lending  limit,  we  maintain  relationships  with other  banks  which
purchase participating interests in larger loans.

Other Banking Services

     Other bank services include commercial cash management services, commercial
and  deposit  pick-up  services.  In  addition,  we provide  services  such as a
toll-free,  24-hour telephone voice response system; drive up ATMs; safe deposit
boxes;  travelers checks;  direct deposit of payroll and social security checks;
and automatic drafts for various accounts.  The bank is associated with the STAR
and Cirrus ATM networks that may be used by our customers throughout the county.
The bank waives the foreign  ATM charge on customer  withdrawals  of $50 or more
from other bank ATM's. The bank also offers a debit card, VISA credit cards, and
merchant bankcard services through a correspondent bank.

Competition

     Competition in our bank's primary service area is intense. As of June 2002,
there  were   approximately  147  banking  offices   representing  20  financial
institutions  operating in Greenville County, holding approximately $6.1 billion
in deposits.

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<PAGE>

     Financial  institutions  primarily  compete  with one another for loans and
deposits.  Primary methods of competition include interest rates on deposits and
loans, service charges on deposit accounts and the designing of unique financial
services products. We are competing with financial  institutions which have much
greater  financial  resources  than we have, and which may be able to offer more
and unique services and possibly better terms to their  customers.  However,  we
believe  that we are  attracting  sufficient  loans and deposits to enable us to
compete effectively with other area financial institutions. The bank believes it
has the  advantage of being  locally  owned and managed,  enabling it to benefit
from the high visibility and excellent  business  contacts of its organizers and
local, timely loan decisions.

Employees

     As of  March  13,  2003,  we had 17  full-time  employees  and 1  part-time
employee.


                           Supervision and Regulation

     Both holding  companies and national banks are extensively  regulated under
both federal and state law. The following is a brief summary of banking statutes
and rules and  regulations  that affect New  Commerce  BanCorp and New  Commerce
Bank. These laws and regulations  generally are intended to protect  depositors,
not shareholders.  These  regulations are very complex,  and we refer you to the
particular statutes, and regulatory provisions for a thorough understanding.


USA Patriot Act of 2001

     In October 2001, the USA Patriot Act of 2001 was enacted in response to the
terrorist  attacks in New York,  Pennsylvania and Washington D.C. which occurred
on  September  11,  2001.  The Patriot Act is intended to  strengthen  U.S.  law
enforcement's and the intelligence  communities' abilities to work cohesively to
combat terrorism on a variety of fronts. The potential impact of the Patriot Act
on financial  institutions  of all kinds is  significant  and wide ranging.  The
Patriot Act contains sweeping anti-money  laundering and financial  transparency
laws and imposes various  regulations,  including standards for verifying client
identification  at  account  opening,  and rules to  promote  cooperation  among
financial  institutions,  regulators and law enforcement entities in identifying
parties that may be involved in terrorism or money laundering.

     The  Gramm-Leach-Bliley  Act,  previously  known as the Financial  Services
Modernization Act of 1999, was signed into law on November 12, 1999. Among other
things,  the Act repeals the  restrictions on banks  affiliating with securities
firms  contained in sections 20 and 32 of the  Glass-Steagall  Act. The Act also
permits bank holding companies that become financial holding companies to engage
in a statutorily provided list of financial activities,  including insurance and
securities  underwriting and agency activities,  merchant banking, and insurance
company portfolio investment activities. The Act also authorizes activities that
are "complementary" to financial activities.

     The Act is intended, in part, to grant to community banks certain powers as
a matter of right that larger  institutions have accumulated on an ad hoc basis.
Nevertheless,  the  Act  may  have  the  result  of  increasing  the  amount  of
competition that we face from larger  institutions and other types of companies.
In fact, it is not possible to predict the full effect that the Act will have on
us. From time to time other  changes are proposed to laws  affecting the banking
industry,  and these  changes  could have a material  effect on our business and
prospects.

     The  Gramm-Leach-Bliley  Act also contains  provisions  regarding  consumer
privacy.  These  provisions  require  financial  institutions  to disclose their
policy  for  collecting  and  protecting  confidential  information.   Customers
generally may prevent  financial  institutions  from sharing personal  financial
information  with  nonaffiliated  third  parties  except for third  parties that
market an  institution's  own products  and  services.  Additionally,  financial
institutions  generally  may  not  disclose  consumer  account  numbers  to  any
nonaffiliated  third party for use in telemarketing,  direct mail marketing,  or
other marketing to the consumer.


                                       6
<PAGE>

New Commerce BanCorp

     Because it owns the  outstanding  capital  stock of the bank,  New Commerce
BanCorp is a bank holding  company under the federal Bank Holding Company Act of
1956 and the South Carolina Banking and Branching Efficiency Act.

     The Bank  Holding  Company Act - Under the Bank  Holding  Company  Act, New
Commerce  BanCorp is subject to periodic  examination by the Federal Reserve and
required  to  file  periodic  reports  of  its  operations  and  any  additional
information that the Federal Reserve may require. Our activities at the bank and
holding company level are limited to:

     o   banking and managing or controlling banks;
     o   furnishing services to or performing services for its subsidiaries; and
     o   engaging in other activities that the Federal Reserve  determines to be
         so closely  related to banking and managing or controlling  banks as to
         be a proper incident thereto.

     Investments, Control, and Activities - With certain limited exceptions, the
Bank Holding Company Act requires every bank holding company to obtain the prior
approval of the Federal Reserve before:

     o   acquiring substantially all the assets of any bank;
     o   acquiring direct or indirect  ownership or control of any voting shares
         of any bank if after the  acquisition it would own or control more than
         5% of the  voting  shares  of such  bank  (unless  it  already  owns or
         controls the majority of such  shares);  or
     o   merging or consolidating with another bank holding company.

     In addition,  and subject to certain  exceptions,  the Bank Holding Company
Act and the Change in Bank Control Act,  together with  regulations  thereunder,
require  Federal  Reserve  approval  prior to any  person or  company  acquiring
"control" of a bank holding company.  Control is conclusively  presumed to exist
if an  individual  or  company  acquires  25% or more  of any  class  of  voting
securities of the bank holding company.  Control is rebuttably presumed to exist
if a person  acquires  10% or more,  but less than  25%,  of any class of voting
securities  and either New  Commerce  BanCorp has  registered  securities  under
Section 12 of the  Securities  Exchange  Act of 1934 or no other  person  owns a
greater  percentage  of that class of voting  securities  immediately  after the
transaction.  New  Commerce  BanCorp's  common  stock is  registered  under  the
Securities  Exchange  Act of 1934.  The  regulations  provide  a  procedure  for
challenge of the rebuttable control presumption.

     Under the Bank Holding  Company  Act, a bank  holding  company is generally
prohibited  from  engaging in, or acquiring  direct or indirect  control of more
than 5% of the voting  shares of any company  engaged in  nonbanking  activities
unless the  Federal  Reserve  Board,  by order or  regulation,  has found  those
activities to be so closely related to banking or managing or controlling  banks
as to be a proper  incident  thereto.  Some of the  activities  that the Federal
Reserve  Board  has  determined  by  regulation  to be proper  incidents  to the
business of a bank holding company include:

     o   making or servicing loans and certain types of leases;
     o   engaging in certain insurance and discount brokerage activities;
     o   performing certain data processing services;
     o   acting  in  certain  circumstances  as a  fiduciary  or  investment  or
         financial adviser;
     o   owning savings associations; and
     o   making  investments  in  certain   corporations  or  projects  designed
         primarily to promote community welfare.

     The Federal  Reserve Board imposes  certain  capital  requirements  on bank
holding  companies  under the Bank  Holding  Company  Act,  including  a minimum
leverage  ratio and a minimum  ratio of  "qualifying"  capital to


                                       7
<PAGE>

risk-weighted  assets.  Currently,  New Commerce BanCorp is not subject to these
guidelines  because of an exemption  from bank holding  companies with less than
$150,000 in consolidated  assets.  These  requirements are described below under
"Capital  Regulations."  Subject to its capital  requirements  and certain other
restrictions,  New  Commerce  BanCorp is able to borrow  money to make a capital
contribution to the bank, and these loans may be repaid from dividends paid from
the bank to New Commerce  BanCorp.  Our ability to pay dividends will be subject
to regulatory  restrictions  as described  below in "The Bank - Dividends."  New
Commerce  BanCorp is also able to raise capital for  contribution to the bank by
issuing  securities without having to receive  regulatory  approval,  subject to
compliance with federal and state securities laws.

     Source of Strength;  Cross-Guarantee  - In accordance  with Federal Reserve
Board policy,  New Commerce  BanCorp is expected to act as a source of financial
strength  to  the  bank  and  to  commit   resources  to  support  the  bank  in
circumstances in which New Commerce BanCorp might not otherwise do so. Under the
Bank Holding  Company Act, the Federal  Reserve Board may require a bank holding
company to terminate any activity or relinquish control of a nonbank subsidiary,
other than a nonbank  subsidiary  of a bank,  upon the Federal  Reserve  Board's
determination  that such  activity or control  constitutes a serious risk to the
financial soundness or stability of any subsidiary depository institution of the
bank  holding  company.   Further,  federal  bank  regulatory  authorities  have
additional  discretion to require a bank holding company to divest itself of any
bank or nonbank subsidiary if the agency determines that divestiture may aid the
depository institution's financial condition.

     South  Carolina  State  Regulation - As a bank holding  company  registered
under the South Carolina Banking and Branching Efficiency Act, we are subject to
limitations  on sale or merger and to regulation by the South  Carolina Board of
Financial Institutions. Prior to acquiring the capital stock of a national bank,
we are not required to obtain the approval of the Board, but we must notify them
at least 15 days prior to doing so. We must receive the Board's  approval  prior
to engaging in the acquisition of banking or nonbanking  institutions or assets,
and we must file periodic  reports with respect to our  financial  condition and
operations,  management,  and  intercompany  relationships  between New Commerce
BanCorp and its subsidiaries.

New Commerce Bank

     The bank operates as a national banking association  incorporated under the
laws of the  United  States  and  subject  to  examination  by the Office of the
Comptroller of the Currency.  Deposits in the bank are insured by the FDIC up to
a maximum  amount,  which is  generally  $100,000 per  depositor  subject to the
aggregation rule.

     The Office of the  Comptroller  of the  Currency  and the  Federal  Deposit
Insurance  Corporation  ("FDIC")  regulate or monitor virtually all areas of the
bank's operations, including

     o   security devices and procedures;
     o   adequacy of capitalization and loss reserves;
     o   loans;
     o   investments;
     o   borrowings;
     o   deposits;
     o   mergers;
     o   issuances of securities;
     o   payment of dividends;
     o   interest rates payable on deposits;
     o   interest rates or fees chargeable on loans;
     o   establishment of branches;
     o   corporate reorganizations;
     o   maintenance of books and records; and
     o   adequacy  of  staff  training  to  carry on safe  lending  and  deposit
         gathering practices.



                                       8
<PAGE>

     The Office of the Comptroller of the Currency requires the bank to maintain
specified  capital  ratios  and  imposes  limitations  on the  bank's  aggregate
investment in real estate, bank premises, and furniture and fixtures. The Office
of the  Comptroller  of the Currency  also  requires the bank to prepare  annual
reports on the bank's financial  condition and to conduct an annual audit of its
financial affairs in compliance with its minimum standards and procedures.

     Under the FDIC  Improvement  Act,  all insured  institutions  must  undergo
regular on-site  examinations by their appropriate  banking agency.  The cost of
examinations  of  insured  depository  institutions  and any  affiliates  may be
assessed by the appropriate  agency against each  institution or affiliate as it
deems  necessary or  appropriate.  Insured  institutions  are required to submit
annual  reports  to  the  FDIC,  their  federal  regulatory  agency,  and  state
supervisor when applicable. The FDIC Improvement Act directs the FDIC to develop
a method for insured depository  institutions to provide supplemental disclosure
of the  estimated  fair market  value of assets and  liabilities,  to the extent
feasible and practicable,  in any balance sheet, financial statement,  report of
condition or any other report of any insured  depository  institution.  The FDIC
Improvement  Act also  requires  the  federal  banking  regulatory  agencies  to
prescribe, by regulation,  standards for all insured depository institutions and
depository  institution holding companies  relating,  among other things, to the
following:

     o   internal controls;
     o   information systems and audit systems;
     o   loan documentation;
     o   credit underwriting;
     o   interest rate risk exposure; and
     o   asset quality.

     National  banks and their holding  companies  which have been  chartered or
registered  or have  undergone a change in control  within the past two years or
which have been deemed by the Office of the  Comptroller  of the Currency or the
Federal  Reserve Board to be troubled  institutions  must give the Office of the
Comptroller of the Currency or the Federal Reserve Board 30 days prior notice of
the appointment of any senior executive  officer or director.  Within the 30 day
period,  the Office of the  Comptroller  of the Currency or the Federal  Reserve
Board, as the case may be, may approve or disapprove any such appointment.

     Deposit Insurance - The FDIC has adopted a risk-based assessment system for
determining an insured depository  institutions'  insurance assessment rate. The
system takes into account the risks  attributable  to different  categories  and
concentrations  of assets and liabilities.  An institution is placed into one of
three capital categories: (1) well capitalized;  (2) adequately capitalized;  or
(3)  undercapitalized.  The FDIC also  assigns  an  institution  to one of three
supervisory  subgroups,  based on the FDIC's  determination of the institution's
financial  condition  and  the  risk  posed  to  the  deposit  insurance  funds.
Assessments  range  from 0 to 27 cents per $100 of  deposits,  depending  on the
institution's  capital group and  supervisory  subgroup.  In addition,  the FDIC
imposes assessments to help pay off the $780 million in annual interest payments
on the $8 billion  Financing  Corporation bonds issued in the late 1980s as part
of the government rescue of the thrift industry.

     The FDIC may  terminate  its  insurance  of  deposits  if it finds that the
institution  has  engaged in unsafe and  unsound  practices,  is in an unsafe or
unsound  condition to continue  operations,  or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.

     Transactions  with  Affiliates  and  Insiders  - The bank is subject to the
provisions of Section 23A of the Federal Reserve Act, which places limits on the
amount of loans or extensions of credit to, or investments  in, or certain other
transactions  with,  affiliates  and on the amount of advances to third  parties
collateralized by the securities or obligations of affiliates.  The aggregate of
all covered  transactions is limited in amount, as to any one affiliate,  to 10%
of the bank's capital and surplus and, as to all affiliates combined,  to 20% of
the bank's capital and surplus. Furthermore, within the foregoing limitations as
to amount, each covered transaction must meet specified collateral requirements.
Compliance is also required with certain provisions designed to avoid the taking
of low quality assets.



                                       9
<PAGE>

     The bank also is subject to the  provisions  of Section  23B of the Federal
Reserve Act which, among other things, prohibits an institution from engaging in
certain  transactions  with certain  affiliates  unless the  transactions are on
terms  substantially  the same, or at least as favorable to such  institution or
its  subsidiaries,  as those prevailing at the time for comparable  transactions
with  nonaffiliated  companies.  The bank is subject to certain  restrictions on
extensions  of  credit  to  executive  officers,  directors,  certain  principal
shareholders, and their related interests. Such extensions of credit (i) must be
made on substantially the same terms,  including  interest rates and collateral,
as those prevailing at the time for comparable  transactions  with third parties
and (ii) must not  involve  more than the normal  risk of  repayment  or present
other unfavorable features.

     The Federal Reserve Board has recently issued  Regulation W, which codifies
prior  regulations  under  Sections  23A and 23B of the Federal  Reserve Act and
interpretative  guidance  with respect to affiliate  transactions.  Regulation W
incorporates the exemption from the affiliate  transaction rules but expands the
exemption  to cover the purchase of any type of loan or extension of credit from
an affiliate. In addition, under Regulation W:

     o   a bank and its subsidiaries  may not purchase a low-quality  asset from
         an affiliate;
     o   covered transactions and other specified transactions between a bank or
         its  subsidiaries and an affiliate must be on terms and conditions that
         are consistent with safe and sound banking practices; and
     o   with some exceptions,  each loan or extension of credit by a bank to an
         affiliate  must be secured by  collateral  with a market value  ranging
         from 100% to 130%,  depending on the type of collateral,  of the amount
         of the loan or extension of credit.

     Regulation W generally  excludes all non-bank and  non-savings  association
subsidiaries  of banks from treatment as  affiliates,  except to the extent that
the Federal  Reserve Board decides to treat these  subsidiaries  as  affiliates.
Concurrently  with the adoption of Regulation  W, the Federal  Reserve Board has
proposed a regulation  which would  further limit the amount of loans that could
be  purchased  by a bank from an  affiliate  to not more than 100% of the bank's
capital and surplus. Comments on the proposed rule were due by January 13, 2003.

     Dividends - A national  bank may not pay  dividends  from its capital.  All
dividends must be paid out of undivided  profits then on hand,  after  deducting
expenses,  including reserves for losses and bad debts. In addition,  a national
bank is prohibited from declaring a dividend on its shares of common stock until
its surplus  equals its stated  capital,  unless there has been  transferred  to
surplus no less than  one-tenth of the bank's net profits of the  preceding  two
consecutive half-year periods (in the case of an annual dividend).  The approval
of the Office of the Comptroller of the Currency is required if the total of all
dividends  declared by a national bank in any calendar year exceeds the total of
its net profits for that year  combined  with its  retained  net profits for the
preceding two years, less any required transfers to surplus.

     Branching - National  banks are required by the National Bank Act to adhere
to branch office  banking laws  applicable to state banks in the states in which
they are located.  Under  current  South  Carolina law, the bank may open branch
offices  throughout  South Carolina with the prior approval of the Office of the
Comptroller of the Currency.  In addition,  with prior regulatory approval,  the
bank  is  able  to  acquire  existing  banking  operations  in  South  Carolina.
Furthermore,   federal  legislation  permits  interstate  branching,   including
out-of-state  acquisitions by bank holding  companies,  interstate  branching by
banks if allowed by state law, and interstate  merging by banks.  South Carolina
law, with limited  exceptions,  currently  permits  branching across state lines
through interstate mergers.

     Community  Reinvestment Act - The Community Reinvestment Act requires that,
in  connection  with  examinations  of  financial   institutions   within  their
respective  jurisdictions,  the Federal Reserve,  the FDIC, or the Office of the
Comptroller  of the  Currency,  shall  evaluate  the  record  of each  financial
institution  in meeting the credit needs of its local  community,  including low
and  moderate  income  neighborhoods.  These  factors  are  also  considered  in
evaluating mergers, acquisitions, and applications to open a branch or facility.
Failure to adequately meet these criteria could impose  additional  requirements
and  limitations  on the bank.  Under the



                                       10
<PAGE>

Gramm-Leach-Bliley  Act,  banks  with  aggregate  assets  of not more  than $250
million are subject to a Community  Reinvestment Act examination only once every
60 months if the bank receives an outstanding rating, once every 48 months if it
receives  a  satisfactory  rating,  and as  needed  if the  rating  is less than
satisfactory. Additionally, under the Gramm-Leach-Bliley Act, banks are required
to publicly  disclose the terms of various  Community  Reinvestment  Act-related
agreements.

     Other  Regulations - Interest and other charges collected or contracted for
by the bank are subject to state usury laws and federal laws concerning interest
rates. The bank's loan operations are also subject to federal laws applicable to
credit transactions, such as:

     o   the federal Truth-In-Lending Act, governing disclosures of credit terms
         to consumer borrowers;
     o   the  Home  Mortgage   Disclosure  Act  of  1975,   requiring  financial
         institutions  to  provide  information  to enable the public and public
         officials to determine  whether a financial  institution  is fulfilling
         its  obligation  to help meet the  housing  needs of the  community  it
         serves;
     o   the Equal Credit  Opportunity Act,  prohibiting  discrimination  on the
         basis of race, creed or other prohibited factors in extending credit;
     o   the Fair Credit Reporting Act of 1978,  governing the use and provision
         of information to credit reporting agencies;
     o   the Fair Debt  Collection  Act,  governing the manner in which consumer
         debts may be collected by collection agencies; and
     o   the rules and regulations of the various federal  agencies charged with
         the responsibility of implementing such federal laws.

The deposit operations of the bank also are subject to:

     o   the Right to Financial  Privacy Act,  which  imposes a duty to maintain
         confidentiality of consumer financial records and prescribes procedures
         for complying with administrative subpoenas of financial records; and
     o   the  Electronic  Funds  Transfer  Act and  Regulation  E issued  by the
         Federal  Reserve Board to implement that act,  which governs  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.

     Capital Regulations - The federal bank regulatory  authorities have adopted
risk-based  capital  guidelines  for banks and bank holding  companies  that are
designed to make regulatory  capital  requirements more sensitive to differences
in risk  profiles  among  banks  and bank  holding  companies  and  account  for
off-balance sheet items. The guidelines are minimums, and the federal regulators
have noted  that  banks and bank  holding  companies  contemplating  significant
expansion  programs  should not allow expansion to diminish their capital ratios
and should maintain  ratios in excess of the minimums.  We have not received any
notice  indicating  that either New  Commerce  BanCorp or New  Commerce  Bank is
subject to higher capital requirements.  The current guidelines require all bank
holding companies and federally-regulated banks to maintain a minimum risk-based
total  capital  ratio  equal to 8%, of which at least 4% must be Tier 1 capital.
Tier 1  capital  includes  common  shareholders'  equity,  qualifying  perpetual
preferred  stock,  and  minority  interests in equity  accounts of  consolidated
subsidiaries,  but excludes goodwill and most other intangibles and excludes the
allowance for loan and lease losses.  Tier 2 capital  includes the excess of any
preferred  stock  not  included  in  Tier  1  capital,   mandatory   convertible
securities,  hybrid  capital  instruments,  subordinated  debt and  intermediate
term-preferred stock, and general reserves for loan and lease losses up to 1.25%
of risk-weighted assets.

     Under these guidelines, banks' and bank holding companies' assets are given
risk-weights of 0%, 20%, 50%, or 100%. In addition,  certain  off-balance  sheet
items are given credit  conversion  factors to convert them to asset  equivalent
amounts to which an appropriate  risk-weight applies.  These computations result
in the total  risk-weighted  assets.  Most loans are  assigned  to the 100% risk
category,  except for first mortgage loans fully secured




                                       11
<PAGE>

by   residential   property  and,  under  certain   circumstances,   residential
construction loans, both of which carry a 50% rating. Most investment securities
are assigned to the 20% category,  except for municipal or state revenue  bonds,
which have a 50% rating, and direct obligations of or obligations  guaranteed by
the United States Treasury or United States Government agencies, which have a 0%
rating.

     The federal bank regulatory  authorities  also have  implemented a leverage
ratio,  which is equal to Tier 1 capital as a percentage of average total assets
less intangibles,  to be used as a supplement to the risk-based guidelines.  The
principal  objective  of the  leverage  ratio  is to place a  constraint  on the
maximum  degree to which a bank holding  company may leverage its equity capital
base. The minimum required leverage ratio for top-rated  institutions is 3%, but
most institutions are required to maintain an additional cushion of at least 100
to 200 basis points.

     The FDIC Improvement Act established a new capital-based  regulatory scheme
designed to promote early  intervention  for troubled banks,  which requires the
FDIC  to  choose  the  least  expensive  resolution  of bank  failures.  The new
capital-based  regulatory  framework contains five categories of compliance with
regulatory  capital  requirements,  including  "well  capitalized,"  "adequately
capitalized,"   "undercapitalized,"    "significantly   undercapitalized,"   and
"critically undercapitalized." To qualify as a "well capitalized" institution, a
bank must have a leverage ratio of no less than 5%, a Tier 1 risk-based ratio of
no less than 6%, and a total  risk-based  capital ratio of no less than 10%, and
the  bank  must not be  under  any  order  or  directive  from  the  appropriate
regulatory agency to meet and maintain a specific capital level.  Currently,  we
qualify as "well capitalized."

     Under the FDIC Improvement Act regulations, the applicable agency can treat
an institution as if it were in the next lower category if the agency determines
(after  notice and an  opportunity  for hearing) that the  institution  is in an
unsafe or unsound condition or is engaging in an unsafe or unsound practice. The
degree of  regulatory  scrutiny of a financial  institution  increases,  and the
permissible activities of the institution decrease, as it moves downward through
the  capital   categories.   Institutions  that  fall  into  one  of  the  three
undercapitalized categories may be required to do some or all of the following:

     o   submit a capital restoration plan;
     o   raise additional capital;
     o   restrict their growth, deposit interest rates, and other activities;
     o   improve their management;
     o   eliminate management fees; or
     o   divest themselves of all or a part of their operations.

     These  capital  guidelines  can affect us in several  ways. If we grow at a
rapid pace, our capital may be depleted too quickly, and a capital infusion from
our holding  company  may be  necessary  which  could  impact our ability to pay
dividends.  Our capital levels  currently are adequate;  however,  rapid growth,
poor loan portfolio performance,  poor earnings performance, or a combination of
these factors could change our capital  position in a relatively short period of
time. If we fail to meet these capital requirements,  our bank would be required
to develop and file a plan with the Office of the  Comptroller  of the  Currency
describing  the  means  and  a  schedule  for  achieving  the  minimum   capital
requirements.  In  addition,  our bank would  generally  not receive  regulatory
approval of any application that requires the consideration of capital adequacy,
such as a branch or merger  application,  unless  our bank could  demonstrate  a
reasonable plan to meet the capital  requirement  within a reasonable  period of
time. Bank holding companies  controlling  financial  institutions can be called
upon  to  boost  the  institutions'  capital  and  to  partially  guarantee  the
institutions' performance under their capital restoration plans.

     Enforcement  Powers  -  The  Financial   Institution  Reform  Recovery  and
Enforcement  Act expanded and increased civil and criminal  penalties  available
for use by the federal regulatory  agencies against depository  institutions and
certain   "institution-affiliated   parties."   Institution-affiliated   parties
primarily include management,  employees, and agents of a financial institution,
as well as  independent  contractors  and  consultants  such  as  attorneys  and
accountants  and  others  who  participate  in  the  conduct  of  the  financial
institution's affairs. These


                                       12
<PAGE>

practices  can  include the failure of an  institution  to timely file  required
reports or the filing of false or misleading  information  or the  submission of
inaccurate reports.  Civil penalties may be as high as $1,000,000 a day for such
violations.  Criminal penalties for some financial  institution crimes have been
increased to twenty  years.  In addition,  regulators  are provided with greater
flexibility  to  commence   enforcement   actions   against   institutions   and
institution-affiliated   parties.   Possible  enforcement  actions  include  the
termination of deposit insurance.  Furthermore, banking agencies' power to issue
cease-and-desist  orders were  expanded.  Such orders may,  among other  things,
require  affirmative  action to correct any harm  resulting  from a violation or
practice, including restitution,  reimbursement,  indemnifications or guarantees
against  loss.  A  financial  institution  may also be ordered to  restrict  its
growth,  dispose of certain  assets,  rescind  agreements or contracts,  or take
other actions as determined by the ordering agency to be appropriate.

     Effect of  Governmental  Monetary  Policies - Our  earnings are affected by
domestic economic  conditions and the monetary and fiscal policies of the United
States government and its agencies. The Federal Reserve Bank's monetary policies
have had,  and are  likely  to  continue  to have,  an  important  impact on the
operating  results of commercial  banks through its power to implement  national
monetary  policy in order,  among other  things,  to curb  inflation or combat a
recession. The monetary policies of the Federal Reserve Board have major effects
upon the levels of bank loans,  investments and deposits through its open market
operations in United States government  securities and through its regulation of
the discount  rate on  borrowings  of member banks and the reserve  requirements
against member bank deposits. It is not possible to predict the nature or impact
of future changes in monetary and fiscal policies.

     Proposed  Legislation and Regulatory  Action - New regulations and statutes
are  regularly  proposed  that contain  wide-ranging  proposals for altering the
structures, regulations, and competitive relationships of the nation's financial
institutions.  We cannot predict whether or in what form any proposed regulation
or statute  will be adopted or the extent to which our  business may be affected
by any new regulation or statute.

Item 2.    Description of Property
----------------------------------

     The  headquarters  for the  company  and the  bank are  located  at 501 New
Commerce  Court,  at  the  intersection  of  East  Butler  Road  and  I-385,  in
Greenville,  South  Carolina.  This  12,089  square foot  facility,  situated on
approximately 2 acres, was completed in May 2000 at a cost of approximately $1.5
million and is owned by the bank. This facility houses a full-service  branch as
well as the company's  administrative  and  operations  staff.  The bank's first
branch was opened in June 2000 at 1 Five Forks Plaza  Court at the  intersection
of Woodruff and Batesville  Roads in  Simpsonville,  South Carolina.  This 3,050
square foot  facility is  situated on  approximately  1 acre and is owned by the
bank. The branch was completed at a cost of approximately  $595,000.  In October
1999,  the  company  purchased  a building  at 111 North Main Street in Mauldin,
South Carolina for $403,000 to be used for future  expansion.  In April 2001, we
leased the building for a 5 -year lease term.

Item 3.    Legal Proceedings.
----------------------------

     We are  not a party  to,  nor are any of our  properties  subject  to,  any
material  legal  proceedings,  other than routine  litigation  incidental to our
business.

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

     No matter was  submitted  to a vote of security  holders  during the fourth
quarter of the fiscal year covered by this report.




                                       13
<PAGE>



Item 5.    Market for Common Equity and Related Stockholder Matters.
-------------------------------------------------------------------

     Certain  information  contained  under  the  section  captioned  "Corporate
Information - Common Stock and Dividend  Information"  in the  company's  Annual
Report to Shareholders for the Year Ended December 31, 2002 ("Annual Report") is
incorporated herein by reference.

     The following  table sets forth equity  compensation  plan  information  at
December 31, 2002.

<TABLE>
<CAPTION>
                      Equity Compensation Plan Information


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

<S>                                       <C>                            <C>                         <C>
Equity compensation
plans approved by
security holders                          128,000                        $8.22                       22,000

Equity compensation
plans not approved
by security holders                        90,000                       $10.00                         None

         Total                            218,000                        $8.95                       22,000
</TABLE>


Item 6.  Management's Discussion and Analysis of Results of Operation
---------------------------------------------------------------------

     The information contained in the section captioned "Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations"  in the Annual
Report is incorporated herein by reference.

Item 7.  Financial Statements
-----------------------------

     The  consolidated  financial  statements,  notes to consolidated  financial
statements,  and report of independent certified public accountants contained in
the Annual Report are incorporated herein by reference.

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

         None.


                                       14
<PAGE>

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

     The   information   contained   under  the   section   captioned   "Certain
Relationships  and  Related  Transactions"  in the  company's  definitive  proxy
statement for the 2003 Annual Meeting of Shareholders (the "Proxy Statement") is
incorporated herein by reference.

Item 10.  Executive Compensation
--------------------------------

     The information  contained  under the section  captioned  "Compensation  of
Directors and Executive  Officers" in the Proxy Statement is incorporated herein
by reference.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

     Information  required by this item is  incorporated  herein by reference to
the section  captioned  "Security  Ownership  of Certain  Beneficial  Owners and
Management" of the Proxy Statement.

Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

     The   information   contained   under  the   section   captioned   "Certain
Relationships  and Related  Transactions" in the Proxy Statement is incorporated
herein by reference.

Item 13.   Exhibits, List and Reports on Form 8-K
-------------------------------------------------

(a)    The following documents are filed as part of this report:

3.1.   Articles of Incorporation, as amended (incorporated by reference to
       Exhibit 3.1 of the Registration Statement on Form SB-2, File No.
       333-70589).

3.2.   Bylaws (incorporated by reference to Exhibit 3.2 of the Registration
       Statement on Form SB-2, File No. 333-70589).

4.1.   See Exhibits 3.1 and 3.2 for provisions in New Commerce BanCorp's
       Articles of Incorporation and Bylaws defining the rights of holders of
       the common stock (incorporated by reference to Exhibits 3.1 and 3.2 of
       the Registration Statement on Form SB-2, File No. 333-70589).

4.2.   Form of certificate of common stock (incorporated by reference to Exhibit
       4.2 of the Registration Statement on Form SB-2, File No. 333-70589).

10.1   Data Processing Services Agreement and Contract Modification dated
       December 1, 1998 between New Commerce BanCorp and Jack Henry &
       Associates, Inc. (incorporated by reference to Exhibit 10.7 of the
       Registration Statement on Form SB-2, File No. 333-70589).

10.2   Form of Stock Warrant Agreement for Warrants issued in 1999 (incorporated
       by reference to Exhibit 10.8 of the Registration Statement on Form SB-2,
       File No. 333-70589).

10.3   New Commerce BanCorp 1999 Stock Incentive Plan (incorporated by reference
       to Exhibit 10.10 of the Form 10-K for the year ended December 31, 1999,
       File No. 333-70589).

13.1.  The company's 2003 Annual Report

21.1.  Subsidiaries of the company

24.1   Power of Attorney (contained on the signature page hereof).



                                       15
<PAGE>

(b) Reports on Form 8-K
    -------------------

The following reports were filed on Form 8-K during the fourth quarter ended
December 31, 2002.

     The  Company  filed a Form 8-K on November  13,  2002 to disclose  that the
     Chief Executive Officer, Frank W. Wingate, and the Chief Financial Officer,
     R. Lamar  Simpson,  each  furnished to the SEC the  certification  required
     pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002.

Item 14.   Controls and Procedures

     Within  90 days  prior  to the  date  of this  report,  we  carried  out an
evaluation,  under the supervision and with the  participation  of our principal
executive officer and principal  financial officer,  of the effectiveness of the
design and operation of our disclosure  controls and  procedures.  Based on this
evaluation,  our principal  executive  officer and principal  financial  officer
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to material  information  required to be included in our periodic
SEC reports.  The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions, regardless of how remote.

     In  addition,  we reviewed our  internal  controls,  and there have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly  affect  those  controls  subsequent  to the  date of  their  last
evaluation.





                                       16
<PAGE>




                                   SIGNATURES

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

                                     NEW COMMERCE BANCORP


Date:  March 28, 2003                By:  /s/ Frank W. Wingate
                                        ----------------------------------
                                        Frank W. Wingate
                                        President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes  and  appoints  Frank  W.  Wingate,   his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all  amendments to this Annual Report on Form 10-KSB,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto  attorney-in-fact  and agent
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite  or necessary  to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all  that   attorney-in-fact   and  agent,   or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

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

Signature                         Title                         Date
---------                         -----                         ----


/s/ Richard W. Bailey
-------------------------------
Richard W. Bailey                 Director                   March 28, 2003


/s/ Timothy A. Brett
-------------------------------
Timothy A. Brett                  Director                   March 28, 2003


/s/ Marshall J. Collins, Jr.
-------------------------------
Marshall J. Collins, Jr.          Director                   March 28, 2003


/s/ Ralph S. Crawley
-------------------------------
Ralph S. Crawley                  Director                   March 28, 2003


/s/ G. Mitchell Gault
-------------------------------
G. Mitchell Gault                 Director                   March 28, 2003




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<PAGE>




Signature                         Title                         Date
---------                         -----                         ----


/s/ Tommy D. Greer
-------------------------------
Tommy D. Greer                    Director                   March 28, 2003


/s/ Bobby L. Johnson
-------------------------------
Bobby L. Johnson                  Director                   March 28, 2003


/s/ Robert T. Kellett
-------------------------------
Robert T. Kellett                 Director                   March 28, 2003



-------------------------------
Dennis O. Raines                  Director                   March 28, 2003


/s/ Frank W. Wingate
-------------------------------
Frank W. Wingate                  Director                   March 28, 2003


/s/ R. Lamar Simpson
-------------------------------   Principal Accounting      March 28, 2003
R. Lamar Simpson                  Officer and Chief
                                  Financial Officer



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<PAGE>






                                INDEX TO EXHIBITS
Exhibit
Number                     Description
------                    -----------

3.1.   Articles of Incorporation, as amended (incorporated by reference to
       Exhibit 3.1 of the Registration Statement on Form SB-2, File No.
       333-70589).

3.2.   Bylaws (incorporated by reference to Exhibit 3.2 of the Registration
       Statement on Form SB-2, File No. 333-70589).

4.1.   See Exhibits 3.1 and 3.2 for provisions in New Commerce BanCorp's
       Articles of Incorporation and Bylaws defining the rights of holders of
       the common stock (incorporated by reference to Exhibits 3.1 and 3.2 of
       the Registration Statement on Form SB-2, File No. 333-70589).

4.2.   Form of certificate of common stock (incorporated by reference to Exhibit
       4.2 of the Registration Statement on Form SB-2, File No. 333-70589).

10.1   Data Processing Services Agreement and Contract Modification dated
       December 1, 1998 between New Commerce BanCorp and Jack Henry &
       Associates, Inc. (incorporated by reference to Exhibit 10.7 of the
       Registration Statement on Form SB-2, File No. 333-70589).

10.2   Form of Stock Warrant Agreement for Warrants issued in 1999 (incorporated
       by reference to Exhibit 10.8 of the Registration Statement on Form SB-2,
       File No. 333-70589).

10.3   New Commerce BanCorp 1999 Stock Incentive Plan (incorporated by reference
       to Exhibit 10.10 of the Form 10-K for the year ended December 31, 1999,
       File No. 333-70589).

13.1.  The company's 2002 Annual Report

21.1.  Subsidiaries of the company

24.1   Power of Attorney (contained on the signature page hereof).



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