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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, 2003
| | -------------------------------------------

| | 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) 297-6333Issuer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. [X]

The issuer's revenues for the year ended December 31, 2003 were
approximately $________.

As of March 16, 2004, 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 16, 2004 was $7,923,057.  This  calculation  is
based upon an estimate of the fair market value of the Common  Stock of $11.40 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 2003 Annual Report to Shareholders - Part II.
                  Portions of the Company's Proxy Statement for the 2004 Annual Meeting of Shareholders - Part III.

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# Item 1.  Description of
Business

This
report contains forward-looking statements relating to, without limitation,
future economic performance, plans and objectives of management for future operations, and
projections of revenues and other financial items that are based on the beliefs of
management, as well as assumptions made by and information currently available to
management. The words may, will, anticipate,
should, would, believe, contemplate,
expect, estimate, continue, may, and
intend, as well as other similar words and expressions of the future, are
intended to identify forward-looking statements. Our actual results may differ materially
from the results discussed in the forward-looking statements, and our operating
performance is subject to various risks and uncertainties that are discussed in detail in
our filings with the Securities and Exchange Commission, including, without limitation:

| | 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.

2

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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 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, and the surrounding unincorporated areas. This area is located in the
southeastern portion of Greenville County and is known locally as the Golden
Strip. It is bounded 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 by other financial institutions 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.

3

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Real
Estate Loans  Approximately 68% 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.

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 12 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.

4

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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. 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 $600,000, 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.

5

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# 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 country. 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 through a correspondent bank, and merchant bankcard services through a correspondent
bank.

# Competition

Competition
in our banks primary service area is intense. As of June 2003, there were
approximately 144 banking offices representing 25 financial institutions operating in
Greenville County, holding approximately $6.6 billion in deposits.

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, 2004, we had 18 full-time employees and 4 part-time employees.

# 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.

The
following discussion is not intended to be a complete list of all the activities regulated
by the banking laws or of the impact of such laws and regulations on our operations. It is
intended only to briefly summarize some material provisions.

# 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.

6

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On
October 28, 2003, President Bush signed into law the Check Clearing for the 21st Century
Act, also known as Check 21.  The new law, which is not effective until October 28,
2004, gives substitute checks, such as a digital image of a check and
copies made from that image, the same legal standing as the original paper check. 
Some of the major provisions include:

| | o | Allows check truncation without making it mandatory;
| | - | ----------------------------------------------------

| | o | Demands that every financial institution communicate to accountholders in writing a
description of its substitute check processing program and their rights under the law;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Legalizes substitutions for and replacements of paper checks without agreement from consumers;
| | - | ----------------------------------------------------------------------------------------------

| | o | Keeps in place the previously mandated electronic collection and return of checks between
financial institutions only when individual agreements are in place;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Cautions that when accountholders request verification, financial institutions must
produce the original check (or a copy that accurately represents the original) and
demonstrate that the account debit was accurate and valid; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Requires recrediting of funds to an individuals account on the next business
day after a consumer proves the financial institution has erred.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------

This
new legislation will likely have a dramatic impact on bank capital spending as many
financial institutes assess whether technological or operational changes are
necessary to stay competitive and take advantage of the new opportunities presented by
Check 21.

# 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.
| | - | -----------------------------------------------------------

7

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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 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.

8

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The
Gramm-Leach-Bliley Act 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.

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 Federal Deposit Insurance Corporation
(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 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.
| | - | ------------------------------------------------------------------------------------

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.

9

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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 assessment rate on our bank deposits currently is zero but
may change in the future. The FDIC may increase or decrease the assessment rate schedule
on a semiannual basis. An increase in the BIF assessment rate could have a material
adverse effect on our earnings, depending on the amount of the increase.

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.

10

---

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. This regulation has not yet been adopted.

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.

11

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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 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.

The
Gramm-Leach-Bliley Act Under the Gramm-Leach-Bliley Act, subject to certain
conditions imposed by their respective banking regulators, national and state-chartered
banks are permitted to form financial subsidiaries that may conduct financial
or incidental activities, thereby permitting bank subsidiaries to engage in certain
activities that previously were impermissible. The Gramm-Leach-Bliley Act imposes several
safeguards and restrictions on financial subsidiaries, including that the parent
banks equity investment in the financial subsidiary be deducted from the banks
assets and tangible equity for purposes of calculating the banks capital adequacy.
In addition, the Gramm-Leach-Bliley Act imposes new restrictions on transactions between a
bank and its financial subsidiaries similar to restrictions applicable to transactions
between banks and nonbank affiliates.

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.

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
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12

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| | 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 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.

13

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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. A bank that is not well
capitalized is also subject to certain limitations relating to so-called
brokered deposits. 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 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.

14

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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 lease term of
five years.

# 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.

# 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, 2003 (Annual Report) is
incorporated herein by reference.

# 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.

15

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

None.

# Item 8A.  Controls and
Procedures

As
of the end of the period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer have concluded that our current
disclosure controls and procedures are effective as of December 31, 2003.

The
design of any system of controls and procedures is based in part upon certain assumptions
about the likelihood of future events. There can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions, regardless of
how remote.

# 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.

16

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

The following table sets forth equity
compensation plan information at December 31, 2003.

# Equity Compensation
Plan Information

|                        |  |  | Number of securities
|----------------------- |  |  | --------------------
|
|
|
|
|
|
|
|Equity compensation     |  |  |                     
|plans approved by       |  | 
|security holders        |  |  |                     
|Equity compensation     |  | 
|plans not approved      |  | 
|by security holders (1) |  |  |                     
|Total                   |  |  |                     

(1)       
          See Note 13 to the consolidated financial statements for a description of the
          material features of the plan.

Additional
information required by this item is incorporated herein by reference to the section
captioned Security Ownership of Certain Beneficial Owners and Management in
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).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17

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|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).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 | Employment Agreement with Frank W. Wingate
|---- | ------------------------------------------

|10.5 | Employment Agreement with R. Lamar Simpson
|---- | ------------------------------------------

|10.6 | Data Processing Services Agreement, Contract Modification and Addendums dated December 30,
2003 between New Commerce BanCorp and Jack Henry & Associates, Inc.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 | New Commerce BanCorp Amended 1999 Stock Incentive Plan.
|---- | -------------------------------------------------------

|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).
|---- | -----------------------------------------------------------

|31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | -------------------------------------------------------------------------------------------------------

|31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | -------------------------------------------------------------------------------------------------------

|32 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. This exhibit is not filed for purposes
of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided
by applicable rules of the Securities and Exchange Commission.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)    
          Reports on Form 8-K

The following reports were filed on
Form 8-K during the fourth quarter ended December 31, 2003.

| | The
Company filed a Form 8-K on November 4, 2003 to disclose the issuance of a press release
announcing its financial results for the third quarter ended September 30, 2003.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 14.  Principal Accountant Fees and Services.

The information required by this item is set forth under "Audit Fees" on page 11 of the 2004
Proxy Statement, which information is incorporated herein by reference.

18

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# 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
| |  | --------------------

|                      |  | By:   /s/  Frank W. Wingate          
|--------------------- |  | -------------------------------------
|                      |  | Frank W. Wingate                     
|Date:  March 25, 2004 |  | 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. Baily |  | 
|-------------------- |  | 

|Richard W. Baily | Director | March 25, 2004
|---------------- | -------- | --------------

|/s/ Timothy A. Brett |  | 
|-------------------- |  | 

|Timothy A. Brett | Director | March 25, 2004
|---------------- | -------- | --------------

|/s/ Ralph S. Crawley |  | 
|-------------------- |  | 

|Ralph S. Crawley | Director | March 25, 2004
|---------------- | -------- | --------------

|/s/ Mitchell Gault |  | 
|------------------ |  | 

|Mitchell Gault | Director | March 25, 2004
|-------------- | -------- | --------------

19

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

| |  | 
| |  | 

|/s/ Tommy D. Greer |  | 
|------------------ |  | 

|Tommy D. Greer | Director | March 25, 2004
|-------------- | -------- | --------------

|/s/ Bobby L. Johnson |  | 
|-------------------- |  | 

|Bobby L. Johnson | Director | March 25, 2004
|---------------- | -------- | --------------

|/s/ Robert T. Kellet |  | 
|-------------------- |  | 

|Robert T. Kellet | Director | March 25, 2004
|---------------- | -------- | --------------

|/s/ Dennis O. Raines |  | 
|-------------------- |  | 

|Dennis O. Raines | Director | March 25, 2004
|---------------- | -------- | --------------

|/s/ Frank W. Wingate |  | 
|-------------------- |  | 

|Frank W. Wingate | Director | March 25, 2004
|---------------- | -------- | --------------

|/s/  R. Lamar Simpson |  | 
|--------------------- |  | 

|R. Lamar Simpson | Principal AccountingOfficer and ChiefFinancial Officer | March 25, 2004
|---------------- | ------------------------------------------------------ | --------------

20

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# 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).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.4 | Employment Agreement with Frank W. Wingate
|---- | ------------------------------------------

|10.5 | Employment Agreement with R. Lamar Simpson
|---- | ------------------------------------------

|10.6 | Data Processing Services Agreement, Contract Modification and Addendums dated December 30,
2003 between New Commerce BanCorp and Jack Henry & Associates, Inc.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|10.7 | New Commerce BanCorp Amended 1999 Stock Incentive Plan.
|---- | -------------------------------------------------------

|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).
|---- | -----------------------------------------------------------

|31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | -------------------------------------------------------------------------------------------------------

|31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | -------------------------------------------------------------------------------------------------------

|32 | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. This exhibit is not filed for purposes
of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided
by applicable rules of the Securities and Exchange Commission.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21