UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

                                (Amendment No. 1)

                                   (Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2005

                                       OR

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the transition period from         to
                                    ---------   --------

                         Commission file number 0-49925


                             CENTRAL JERSEY BANCORP
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


         New Jersey                                      22-3757709
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


627 Second Avenue, Long Branch, New Jersey                              07740
------------------------------------------                            ----------
 (Address of principal executive offices)                             (Zip Code)


Registrant's telephone number, including area code:               (732) 571-1300
                                                                  --------------

Securities registered under Section 12(b) of the Act:  None
                                                       ----

              Securities registered under Section 12(g) of the Act:

                          Common Stock, par value $0.01
              -----------------------------------------------------
                                (Title of class)

      Indicate by check mark if the Registrant is a well-known  seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]


<PAGE>

      Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.   Yes [ ]   No [X]

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

      Indicate  by check mark  whether  the  Registrant  is a large  accelerated
filer, an accelerated  filer,  or a  non-accelerated  filer.  See definitions of
"accelerated  filer" and "large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer [ ]  Accelerated filer [X]    Non-accelerated filer  [ ]

      Indicate  by check mark  whether  the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act).   Yes [ ]   No [X]

         As of June 30, 2005, the aggregate market value of the Registrant's
common stock held by non-affiliates was approximately $100,051,072.

         As of March 10, 2006, 7,825,314 shares of the Registrant's common stock
were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------

      Part III of the  Registrant's  Annual Report on Form 10-K, which was filed
with the  Securities  and Exchange  Commission  on March 16, 2006,  incorporates
certain  information by reference from the Registrant's  Proxy Statement for the
Annual Meeting of  Shareholders  scheduled to be held on May 25, 2006. The Proxy
Statement  was filed with the  Securities  and Exchange  Commission on April 27,
2006.

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<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
                -------------------------------------------------

      Certain information included in this Amendment No. 1 on Form 10-K/A (this
"Amendment No. 1") to the Annual Report on Form 10-K for the year ended December
31, 2005, which was filed with the Securities and Exchange Commission on March
16, 2006 (the "Form 10-K"), and other filings of the Registrant under the
Securities Act of 1933, as amended (the "Securities Act"), and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as well as information
communicated orally or in writing between the dates of such filings, contains or
may contain "forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Such statements are
subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from expected results. Among these risks, trends
and uncertainties are the effect of governmental regulation on Central Jersey
Bank, N.A., a nationally chartered commercial bank and wholly-owned subsidiary
of the Registrant, the availability of working capital, the cost of personnel
and the competitive markets in which Central Jersey Bank, N.A. operates.

      In some cases, forward-looking statements can be identified by terminology
such as "may," "will," "should," "could," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential" or "continue" or the negative
of such terms or other comparable terminology. Although the Registrant believes
that the expectations reflected in the forward-looking statements contained
herein are reasonable, the Registrant cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither the Registrant, nor any
other person, assumes responsibility for the accuracy and completeness of such
statements. The Registrant is under no duty to update any of the forward-looking
statements contained in the Form 10-K or in this Amendment No. 1.

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                                EXPLANATORY NOTE
                                ----------------

      We are filing this Amendment No. 1 to our Form 10-K to correct certain
typographical errors contained in Item 1. "Business," under the subheading
"Employees," Item 1A. "Risk Factors," under the subheading "We may not be able
to continue to grow out business, which may adversely impact our result of
operations," and Item 5. "Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities." As required by
Rule 12b-15 of the Exchange Act, new certifications by our principal executive
officer and principal financial officer are being flied as exhibits herewith,
and as such, we have also included Item 15. "Exhibits and Financial Statement
Schedules" as part of this Amendment No. 1. As further required by Rule 12b-15,
this Amendment No. 1 sets forth the complete text of each item as amended.

      This Amendment No. 1 does not affect any other section of the Form 10-K
not otherwise discussed herein and continues to speak as of the date of the Form
10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the
Registrant's other filings made with the Securities and Exchange Commission
subsequent to the filing of the Form 10-K.

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<PAGE>


                                     PART I

Item 1. Business
        --------

Business Development

      Central Jersey Bancorp is a bank holding company headquartered in Long
Branch, New Jersey. The holding company was incorporated in New Jersey on March
7, 2000, and became an active bank holding company on August 31, 2000 through
the acquisition of Monmouth Community Bank, National Association. On January 1,
2005, Central Jersey Bancorp completed its strategic business combination
transaction with Allaire Community Bank, a New Jersey state-chartered bank,
pursuant to which Allaire Community Bank became a wholly-owned bank subsidiary
of Central Jersey Bancorp. On the effective date of the combination, the name of
the holding company was changed from Monmouth Community Bancorp to Central
Jersey Bancorp. In addition, as a part of the combination, each outstanding
share of common stock of Allaire Community Bank was exchanged for one share of
Central Jersey Bancorp common stock. Consequently, 3,992,280 shares of common
stock of Central Jersey Bancorp were issued to the stockholders of Allaire
Community Bank.

      In August of 2005, Central Jersey Bancorp combined its two bank
subsidiaries, Monmouth Community Bank, N.A. and Allaire Community Bank, into a
single banking entity, named Central Jersey Bank, National Association. Central
Jersey Bank, N.A. offers a full range of retail and commercial banking services
primarily to customers located in Monmouth County and Ocean County, New Jersey.
These services include checking accounts, savings accounts, money market
accounts, certificates of deposit, installment loans, real estate mortgage
loans, commercial loans, wire transfers, money orders, traveler's checks, safe
deposit boxes, night depositories, federal payroll tax deposits, bond coupon
redemption, bank by mail, direct deposit, automated teller services and
telephone and internet banking. Central Jersey Bank, N.A. has debit card,
merchant card and international services available to its customers through
correspondent institutions. Central Jersey Bank, N.A. currently has fourteen
full-service branch facilities located in Belmar, Bradley Beach, Long Branch
(2), Manasquan, Point Pleasant, Spring Lake Heights, Little Silver, Neptune,
Neptune City (2), Ocean Grove, and Wall Township (2), New Jersey.

      Central Jersey Bank, N.A. is a national association chartered by the
Office of the Comptroller of the Currency ("OCC"). The deposits of the bank
subsidiary are insured by the Federal Deposit Insurance Corporation ("FDIC").
Central Jersey Bank, N.A. provides a broad range of financial products and
services to individual consumers, small businesses and professionals in the
market to which it serves. When a customer's loan requirements exceed Central
Jersey Bank, N.A.'s lending limit, the bank subsidiary may seek to arrange such
loan on a participation basis with other financial institutions. In addition,
Central Jersey Bank, N.A. participates in loans originated by other financial
institutions.

Business Strategy

      Central Jersey Bancorp's strategy is to provide a competitive range of
community banking services to its market area, in a professional environment, at
fair and reasonable prices,

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at convenient operating hours, with a commitment to prompt, quality and highly
personalized service, which are both efficient and responsive to local needs.
Service to customers and a commitment to the community are the basic and
distinguishing features offered by Central Jersey Bank, N.A., Central Jersey
Bancorp's bank subsidiary. Management believes there is a continuing need and
significant market demand for a local bank to provide personalized service that
is responsive to local community needs and managed by experienced personnel.

Market Area

      Central Jersey Bank, N.A. currently operates fourteen full-service branch
facilities located in Belmar, Bradley Beach, Long Branch (2), Manasquan, Point
Pleasant, Spring Lake Heights, Neptune City (2), Little Silver, Ocean Grove,
Neptune and Wall Township (2), New Jersey. Except for the Point Pleasant branch,
located in Ocean County, New Jersey, each branch is within Monmouth County, New
Jersey, the sixth largest county in the State of New Jersey. The individual
branch locations provide a great deal of exposure and are well-situated to
conveniently serve businesses, professionals and individuals throughout Central
Jersey Bancorp's market area.

      Commercial activity within Central Jersey Bancorp's market area includes
small and medium sized businesses, corporate offices, professional offices,
major retail centers, resort and recreational businesses along the nearby
oceanfront, as well as numerous industrial establishments specializing in light
manufacturing, baking products, rubber and plastic products, surgical and
medical devices, electronics and telecommunications. In addition, the market
area contains a variety of major employers, including Monmouth Medical Center,
Jersey Shore University Medical Center and Monmouth University.

Services Offered

      Central Jersey Bancorp's bank subsidiary is community oriented and offers
services and products designed to meet the needs of local individuals,
businesses and professionals. Business people and professionals are offered a
broad spectrum of deposit and loan products designed to satisfy their
occupational and personal financial needs. In addition, Central Jersey Bank,
N.A. provides a broad array of consumer banking services to the general public
residing or working in the market area to which it serves.

Deposits. In order to attract and retain stable deposit relationships with the
commercial establishments and other businesses within our market area, Central
Jersey Bank, N.A. offers competitive small business cash management services. We
believe that the expertise and experience of our management coupled with the
introduction of new technologies enables Central Jersey Bank, N.A. to maximize
the growth of business related deposits. The primary deposit services of Central
Jersey Bank, N.A. offered to non-business customers are comprised of demand
deposits, savings deposits (including money markets), time deposits and
individual retirement accounts.

Loans. Central Jersey Banks N.A.'s loan portfolio consists primarily of
variable-rate and short-term fixed rate loans, with a significant concentration
in commercial purpose transactions. We believe that the familiarity of
management and the members of our board of directors appointed


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to the loan committees of Central Jersey Bank, N.A. with prospective local
borrowers enables Central Jersey Bank, N.A. to better evaluate the character,
integrity and creditworthiness of prospective borrowers.

Residential Mortgage Loans. In order to effectively penetrate the mortgage
market, Central Jersey Bank, N.A. offers a range of residential mortgage
products at competitive rates. Central Jersey Bank, N.A. sells its residential
mortgage production to government agencies and private investors in order to
manage interest rate risk and liquidity. Management believes that our policy of
closing loans in a time frame that meets the needs of our borrowers is important
to our business.

Commercial Mortgage/Construction Loans. Central Jersey Bank, N.A. originates
various types of loans secured with real estate, including construction loans.
Central Jersey Bank, N.A.'s loan officers work closely with real estate
developers, individual builders and attorneys to offer construction loans and
services to the residential real estate market as well as to owner-occupied
commercial properties and investment properties. Construction lending
constitutes a minor portion of the loan portfolio. In some cases, Central Jersey
Bank, N.A. may originate loans larger than its lending or policy limits and will
participate these loans with other financial institutions.

Consumer Lending. Central Jersey Bank, N.A. offers retail customers consumer
loan services including secured and unsecured personal loans, home equity loans,
lines of credit and auto loans.

Small Business Loans. Central Jersey Bank, N.A. generally targets businesses
with annual revenues of less than $25,000,000. Often, these businesses are
ignored by the larger lending institutions and have experienced the negative
effects of the bank consolidations. Central Jersey Bank, N.A. offers
responsiveness, flexibility and local decision-making for loan applications of
small business owners, thereby eliminating the delays generally associated with
non-local management. Central Jersey Bank, N.A. may participate in the future in
Small Business Administration (SBA) programs, and currently participates in
programs offered through the New Jersey Economic Development Authority. As an
independent community bank, Central Jersey Bank, N.A. serves the special needs
of professionals in the legal, medical, accounting, insurance and real estate
industries. Lines of credit, term loans and time loans are tailored to meet the
needs of our customers in the professional community.

Other Services. To further attract and retain customer relationships, Central
Jersey Bank, N.A. provides an expanded array of financial services, including
the following: the issuance of money orders, treasurer checks, certified checks
and gift checks, wire transfers, U.S. Savings Bonds sales and redemptions, debit
cards, U.S. Treasury Bills, notes and bonds, MAC card memberships, federal
payroll tax deposits, safe deposit boxes, traveler's checks, night depositories,
bond coupon redemptions, bank-by-mail, direct deposit, business sweep accounts,
automated teller machines and telephone and internet banking. Central Jersey
Bank, N.A. offers a variety of personal and business credit cards. These credit
cards are underwritten and managed by one or more third party unaffiliated
banking organizations. Central Jersey Bank, N.A. also maintains coin counting
machines, for the convenience of its customers, in each of its branch offices.

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Competition

      The banking business in New Jersey is very competitive. Central Jersey
Bank, N.A. competes for deposits and loans with existing New Jersey and
out-of-state financial institutions which have longer operating histories,
larger capital reserves and more established customer bases. Central Jersey
Bank, N.A.'s competition includes large financial service companies and other
entities, in addition to traditional banking institutions such as savings and
loan associations, savings banks, commercial banks, internet banks and credit
unions. Such competition includes community banks, with banking philosophies
similar to those of Central Jersey Bank, N.A., which are located within or near
the market area served by us.

      Central Jersey Bank, N.A.'s larger competitors have a greater ability than
our bank subsidiary to finance wide ranging advertising campaigns through their
greater capital resources. Marketing efforts to introduce prospective customers
to our bank subsidiary depend heavily upon referrals from our board of
directors, advisory boards, management and shareholders, selective advertising
in local media and direct mail solicitations. Central Jersey Bank, N.A. competes
for business principally on the basis of high quality, personal service to
customers, customer access to bank decision makers and competitive interest
rates and fees.

      In the financial services industry in recent years, intense market
demands, technological and regulatory changes and economic pressures have eroded
once clearly defined financial service industry classifications. Existing banks
have been forced to diversify their services, increase rates paid on deposits,
provide competitive pricing on loans and become more cost effective, as a result
of competition with one another and with new types of financial service
companies, including non-banking competitors. Corresponding changes in the
regulatory framework have resulted in increasing homogeneity in the financial
services offered by financial institutions. Some of the results of these market
dynamics in the financial services industry have been a number of new bank and
non-bank competitors, increased merger activity, and increased customer
awareness of product and service differences among competitors. These factors
may be expected to affect our business prospects.

Employees

      George S. Callas (Chairman of the Board), Carl F. Chirico (Vice-Chairman
of the Board), James S. Vaccaro (President and Chief Executive Officer), Robert
S. Vuono (Senior Executive Vice President, Chief Operating Officer and
Secretary), and Anthony Giordano, III (Executive Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary) currently are the executive officers
of the holding company, Central Jersey Bancorp, and its banking subsidiary,
Central Jersey Bank, N.A. Except for Mr. Vuono and Robert K. Wallace (Executive
Vice President of Lending), none of the officers of Central Jersey Bancorp or
Central Jersey Bank, N.A. has an employment agreement. Including the
aforementioned officers, Central Jersey Bancorp had a total of 152 full time
equivalent employees as of March 10, 2006.

Holding Company Operations

      Central Jersey Bancorp serves as the holding company for Central Jersey
Bank, N.A. The holding company has no assets or liabilities other than its
investment in Central Jersey Bank,

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N.A and its participation in MCBK Capital Trust I, a Delaware statutory business
trust and a wholly-owned, unconsolidated subsidiary of the holding company which
was formed in March 2004. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operation - Guaranteed Preferred Beneficial
Interest in the Central Jersey Bancorp Subordinated Debt." The holding company
does not conduct, nor does management believe that it will conduct, any
business. All banking products and services are, and will be, provided by
Central Jersey Bancorp's bank subsidiary. Moreover, on March 9, 2004, Monmouth
Community Bank, N.A., the original banking subsidiary of Central Jersey Bancorp,
formed MCB Investment Company, a New Jersey corporation. For state tax purposes,
MCB Investment Company was formed to hold and invest in securities in support of
Monmouth Community Bank, N.A. Further, on January 10, 2001, Allaire Community
Bank, a former bank subsidiary of Central Jersey Bancorp that was combined with
Monmouth Community Bank, N.A. to form Central Jersey Bank, N.A. in August 2005,
formed Allaire Investment Co., Inc., a New Jersey corporation, for the same
purposes that Monmouth Community Bank, N.A. formed MCB Investment Company.
Central Jersey Bancorp combined the two New Jersey investment subsidiaries
effective January 1, 2006. The name of the combined investment subsidiary is CJB
Investment Corp.

Government Regulation

      Central Jersey Bancorp and its subsidiaries, including Central Jersey
Bank, N.A., operate within a system of banking laws and regulations intended to
protect bank customers and depositors. These laws and regulations govern the
permissible operations and management, activities, reserves, loans and
investments of Central Jersey Bancorp and its subsidiaries. In addition, Central
Jersey Bancorp is subject to federal and state securities laws and general
federal laws and regulations. Central Jersey Bancorp and its non-bank subsidiary
also are subject to the corporate laws and regulations of their respective
states of incorporation. The following descriptions summarize the key banking
and other laws and regulations to which Central Jersey Bancorp and Central
Jersey Bank, N.A. are subject. These descriptions are not intended to be
complete and are qualified in their entirety by reference to the full text of
the statutes and regulations discussed. Future changes in these laws and
regulations, or in the interpretation and application thereof by their
administering agencies, cannot be predicted, but could have a material effect on
the business and results of Central Jersey Bancorp and its subsidiaries.

      Central Jersey Bancorp is a bank holding company under the Federal Bank
Holding Company Act of 1956, as amended by the 1999 financial modernization
legislation known as the Gramm-Leach-Bliley Act, and is subject to the
supervision of the Board of Governors of the Federal Reserve System. In general,
the Bank Holding Company Act limits the business of bank holding companies to
banking, managing or controlling banks, and performing certain servicing
activities for subsidiaries and, as a result of the Gramm-Leach-Bliley Act
amendments to the Bank Holding Company Act, would permit bank holding companies
that are also designated as "financial holding companies" to engage in any
activity, or acquire and retain the shares of any company engaged in any
activity, that is either (1) financial in nature or incidental to such financial
activity (as determined by the Federal Reserve Board in consultation with the
OCC or (2) complementary to a financial activity and does not pose a substantial
risk to the safety and soundness of depository institutions or the financial
system generally (as determined by the Federal Reserve Board). In order for a
bank holding company to engage in the broader range of activities that are
permitted by the Bank Holding Company Act for bank holding companies that

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are also financial holding companies, upon satisfaction of certain regulatory
criteria, the bank holding company must file a declaration with the Federal
Reserve Board that it elects to be a financial holding company. Central Jersey
Bancorp does not intend to seek a financial holding company designation at this
time, and does not believe that the current decision not to seek a financial
holding company designation will adversely affect its ability to compete in its
chosen markets. Central Jersey Bancorp does not believe that seeking such a
designation would position it to compete more effectively in the offering of its
current products and services.

      Central Jersey Bank, N.A., the banking subsidiary of Central Jersey
Bancorp, is a national association, and is subject to the regulation,
supervision and examination of the OCC. In addition, as a national bank, Central
Jersey Bank, N.A. was required to become a member bank of the Federal Reserve
Bank of New York, and is subject to examination and regulation by the Board of
Governors of the Federal Reserve System. The Federal Reserve Board regulates
aspects of activities conducted by Central Jersey Bancorp and its subsidiaries,
as discussed below.

 Dividend Restrictions

      Central Jersey Bancorp and its subsidiaries are separate legal entities
whose finances are in some ways interconnected. Central Jersey Bancorp's
principal source of funds to fulfill its guarantee of trust preferred securities
issued by CJB Investment Corp. or to pay cash dividends on its common stock, if
such dividends were to be declared, is from cash dividends paid to it by Central
Jersey Bank, N.A. Certain federal statutes and regulations limit the payment of
dividends to Central Jersey Bancorp by its bank subsidiary without regulatory
approval.

      As a national bank, Central Jersey Bank, N.A. must obtain prior approval
from the OCC to pay a cash dividend if the total of all cash dividends declared
by Central Jersey Bank, N.A. in any calendar year would exceed Central Jersey
Bank, N.A.'s net profits for that year, combined with its retained net profits
for the preceding two calendar years, less any required transfers to surplus.
Additionally, Central Jersey Bank, N.A. may not declare dividends in excess of
net profits on hand, after deducting the amount by which the principal amount of
all loans on which interest is past due for a period of six months or more
exceeds the reserve for credit losses.

      The payment of dividends is limited further by applicable minimum capital
requirements. The Federal Reserve Board and the OCC have issued additional
guidelines and policy statements, applicable to Central Jersey Bancorp and
Central Jersey Bank, N.A., requiring bank holding companies and national banks
to continually evaluate the level of cash dividends in relation to their
respective operating income, capital needs, asset quality and overall financial
condition, and limiting dividends to payments out of current operating earnings.

      As a insured depository institution, Central Jersey Bank, N.A. is subject
to the Federal Deposit Insurance Act which provides that no dividends may be
paid by an insured depository institution if it is in arrears in the payment of
any insurance assessment due to the FDIC. In addition, under the Federal Deposit
Insurance Act, an insured depository institution may not pay any dividend if the
institution is undercapitalized or if the payment of the dividend would cause
the institution to become undercapitalized, as further discussed below. A
payment of dividends

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that would have the effect of depleting a depository institution's capital base
to an inadequate level could constitute an unsafe and unsound practice subject
to a cease and desist order.

      Central Jersey Bank, N.A. has never declared any cash dividends and
neither Central Jersey Bancorp nor any of its subsidiaries currently
contemplates the payment of such dividends in 2006.

Transactions with Affiliates

      Banking laws and regulations impose certain restrictions on the ability of
bank holding companies and their non-bank subsidiaries to borrow from and engage
in other transactions with their subsidiary banks. Generally, these restrictions
require that any extensions of credit must be secured by designated amounts of
specified collateral and are limited to (1) 10% of the bank's capital stock and
surplus per non-bank affiliated borrower, and (2) 20% of the bank's capital
stock and surplus aggregated as to all non-bank affiliated borrowers. In
addition, certain transactions with affiliates must be on terms and conditions,
including credit standards, at least as favorable to the institution as those
prevailing for arms-length transactions. Central Jersey Bank, N.A. also must
comply with regulations which restrict loans made to directors, executive
officers and principal shareholders of Central Jersey Bancorp and its
subsidiaries.

Liability of Commonly Controlled Institutions and "Source of Strength" Doctrine

      The Federal Deposit Insurance Act contains a "cross-guarantee" provision
that could result in any insured depository institution owned by Central Jersey
Bancorp being assessed for losses incurred by the FDIC in connection with
assistance provided to, or the failure of, any other insured depository
institution owned by Central Jersey Bancorp. Also, under the Bank Holding
Company Act and Federal Reserve Board policy, bank holding companies are
expected to represent a source of financial and managerial strength to their
bank subsidiaries, and to commit resources to support bank subsidiaries in
circumstances where banks may not be in a financial position to support
themselves. Capital loans by a bank holding company to a bank subsidiary are
subordinate in right of repayment to deposits and other bank indebtedness. If a
bank holding company declares bankruptcy, its bankruptcy trustee must fulfill
any commitment made by the bank holding company to sustain the capital of its
subsidiary banks.

      In addition, under the National Bank Act, as amended, if the capital stock
of a subsidiary national bank is impaired, by losses or otherwise, the OCC is
authorized to require payment of the deficiency by assessment upon the bank's
parent company, and to sell the stock of the bank if such assessment is not
satisfied within three months to the extent necessary to eliminate the
deficiency.

Deposit Insurance

         The Deposit Insurance Fund of the FDIC insures substantially all of the
deposits of Central Jersey Bank, N.A., subject to general limits of $100,000 for
each insured depositor, and $250,000 for retirement accounts. Insurance of
deposits by the FDIC subjects Central Jersey Bank, N.A. to comprehensive
regulation, supervision and examination by the FDIC. Central Jersey Bank, N.A.
is required, among other things, to pay premium charges to the FDIC for
insurance and to maintain a reserve account and liquid assets at levels fixed,
from time to time,

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by the FDIC. In addition, the bank's insured deposits are subject to assessments
which may be imposed under the Deposit Insurance Fund Act of 1996 to service
interest payable on obligations issued by the Financing Corporation.

      The FDIC utilizes a risk-based assessment system (discussed below) which
imposes premiums based on a bank's capital level and supervisory rating.
Depository institutions that the FDIC regards as healthier will pay lower
premiums than relatively weaker institutions. The FDIC periodically examines
insured depository institutions to determine whether premium increases or other
measures are appropriate. Under the Federal Deposit Insurance Act, the FDIC may
terminate deposit insurance upon a finding that the institution has engaged in
unsafe and unsound practices, is in an unsafe or unsound condition, or has
violated any applicable banking law, rule, order or regulatory condition imposed
by a bank's federal regulatory agency.

 Capital Adequacy

      The Federal Reserve Board and the OCC have substantially similar
risk-based capital and leverage ratio guidelines for banking organizations.
These guidelines are intended to ensure that banking organizations have adequate
capital given the risk levels of their assets and off-balance sheet financial
instruments. Under the risk-based capital and leverage ratio guidelines, assets
and off-balance sheet items are assigned to broad risk categories, each with
appropriate weights. The resulting capital ratios represent capital as a
percentage of total risk-weighted assets and off-balance sheet items. These
risk-based capital requirements identify concentration of credit risk, and
facilitate management of those risks.

      To derive total risk-weighted assets, bank assets are given risk-weights
of 0%, 20%, 50% and 100%. In addition, certain off-balance sheet items are
converted to asset equivalent amounts to which an appropriate risk-weight will
apply. Most loans are assigned to the 100% risk category, except for performing
first mortgage loans fully secured by residential property, which carry a 50%
risk-weighting. Most investment securities (including, primarily, general
obligation claims of states or other political subdivisions of the United
States) are assigned to the 20% category, except for municipal or state revenue
bonds, which have a 50% risk-weight, and direct obligations of the U.S. Treasury
or obligations backed by the full faith and credit of the United States
government, which have a 0% risk-weight. In converting off-balance sheet items,
direct credit substitutes, including general guarantees and standby letters of
credit backing financial obligations, are given a 100% risk-weighting.
Transaction-related contingencies such as bid bonds, standby letters of credit
backing nonfinancial obligations, and undrawn commitments (including commercial
credit lines with an initial maturity or more than one year) have a 50%
risk-weighting. Short-term commercial letters of credit have a 20%
risk-weighting, and certain short-term unconditionally cancelable commitments
have a 0% risk-weighting.

      Under the capital guidelines, a banking organization's total capital is
divided into tiers. "Tier I Capital" consists of common shareholders' equity and
qualifying preferred stock, less certain goodwill items and other intangible
assets. Not more than 25% of qualifying Tier I capital may consist of trust
preferred securities. "Tier II Capital" consists of hybrid capital instruments,
perpetual debt, mandatory convertible debt securities, a limited amount of
subordinated debt, and preferred stock that does not qualify as Tier I Capital,
plus a limited amount of loan and lease loss allowances and a limited amount of
unrealized holding gains on

                                       8

<PAGE>

equity securities. "Tier III Capital" consists of qualifying unsecured
subordinated debt. "Total Capital" is the sum of Tier I, Tier II and Tier III
Capital. The sum of Tier II and Tier III Capital may not exceed the amount of
Tier I Capital.

      Under the Federal Reserve Board's risk-based capital guidelines for bank
holding companies, the required minimum ratio of Total Capital (the sum of Tier
I, Tier II and Tier III capital) to risk-weighted assets (including certain
off-balance sheet activities, such as standby letters of credit) is 8%. The
required minimum ratio of Tier I Capital to risk-weighted assets is 4%. At
December 31, 2005, Central Jersey Bancorp's ratios of Total Capital and Tier 1
Capital to risk-weighted assets were 11.05% and 10.15%, respectively.

      The Federal Reserve Board also requires bank holding companies to comply
with minimum leverage ratio guidelines. The leverage ratio is the ratio of a
bank holding company's Tier I Capital (excluding intangibles) to its total
assets (excluding intangibles). Bank holding companies normally must maintain a
minimum leverage ratio of 4%, unless the bank holding company has the highest
supervisory rating or has implemented the Federal Reserve Board's risk-adjusted
measure for market risk, in which case its minimum leverage ratio must be 3%.
Banking organizations undergoing significant growth or undertaking acquisitions
must maintain even higher capital positions. At December 31, 2005, Central
Jersey Bancorp's leverage ratio was 7.60%. Central Jersey Bank, N.A. is subject
to similar risk-based and leverage capital guidelines, as adopted by the OCC.

      Banking regulators currently are developing proposed revisions to their
existing capital adequacy regulations and standards, based on policy guidelines
issued by the Basel Committee on Banking Supervision, an international committee
of central banks and bank regulators from major industrialized countries.
Central Jersey Bank, N.A. is analyzing the potential impact of these proposed
revisions on its risk-based capital.

Prompt Corrective Action

      The Federal Deposit Insurance Act requires federal banking regulators to
take prompt corrective action with respect to depository institutions that do
not meet minimum capital requirements. Failure to meet minimum requirements can
initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have an adverse material effect on Central
Jersey Bancorp's financial condition. Under the Prompt Corrective Action
Regulations, Central Jersey Bank, N.A. must meet specific capital guidelines
that involve quantitative measures of its assets, liabilities and certain
off-balance sheet items as calculated under regulatory accounting practices.

      The Prompt Corrective Action Regulations define specific capital
categories based on an institution's capital ratios. The capital categories, in
declining order, are "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized," and "critically
undercapitalized." The Federal Deposit Insurance Act imposes progressively more
restrictive constraints on operations, management and capital distributions,
depending on the capital category by which the institution is classified.
Institutions categorized as "undercapitalized" or worse may be subject to
requirements to file a capital plan with their primary federal regulator,
prohibitions on the payment of dividends and management fees, restrictions on
asset growth and

                                       9

<PAGE>

executive compensation, and increased supervisory monitoring, among other
things. Other restrictions may be imposed on the institution by the regulatory
agencies, including requirements to raise additional capital, sell assets or
sell the entire institution. Once an institution becomes "critically
undercapitalized," it generally must be placed in receivership or
conservatorship within ninety days.

      The Prompt Corrective Action Regulations provide that an institution is
"well capitalized" if the institution has a total risk-based capital ratio of
10.0% or greater, a Tier I risk-based capital ratio of 6.0% or greater, and a
leverage ratio of 5.0% or greater. The institution also may not be subject to an
order, written agreement, and capital directive or prompt corrective action
directive to meet and maintain a specific level for any capital measure. An
institution is "adequately capitalized" if it has a total risk-based capital
ratio of 8.0% or greater, a Tier I risk-based capital ratio of 4.0% or greater,
and a leverage ratio of 4.0% or greater (or a leverage ratio of 3.0% or greater
if the institution is rated composite 1 in its most recent report of
examination, subject to appropriate federal banking agency guidelines), and the
institution does not meet the definition of a well-capitalized institution. An
institution is deemed "undercapitalized" if it has a total risk-based capital
ratio that is less than 8.0%, a Tier I risk-based capital ratio of less than
4.0%, or a leverage ratio of less than 4.0% (or a leverage ratio of 3.0% or
greater if the institution is rated composite 1 in its most recent report of
examination, subject to appropriate federal banking agency guidelines), and the
institution does not meet the definition of a significantly undercapitalized or
critically undercapitalized institution. An institution is "significantly
undercapitalized" if the institution has a total risk-based capital ratio that
is less than 6.0%, a Tier I risk-based capital ratio of less than 3.0%, or a
leverage ratio less than 3.0% and the institution does not meet the definition
of a critically undercapitalized institution, and is "critically
undercapitalized" if the institution has a ratio of tangible equity to total
assets that is equal to or less than 2.0%.

      The appropriate federal banking agency may, under certain circumstances,
reclassify a well capitalized insured depository institution as adequately
capitalized. The appropriate agency is also permitted to require an adequately
capitalized or undercapitalized institution to comply with the supervisory
provisions as if the institution were in the next lower category (but not to
treat a significantly undercapitalized institution as critically
undercapitalized) based on supervisory information other than an institution's
capital levels.

      At December 31, 2005, Central Jersey Bank, N.A. was "well capitalized"
based on the ratios and guidelines noted above. However, the capital categories
of the bank are determined solely for the purpose of applying the Prompt
Corrective Action Regulations and may not constitute an accurate representation
of its overall financial condition or prospects. Additional information on
capital amounts and ratios of Central Jersey Bancorp and Central Jersey Bank,
N.A. is found in Note (11) to our consolidated financial statements included
herein.

 Unsafe and Unsound Practices

      Notwithstanding its Prompt Corrective Action category dictated by
risk-based capital ratios, the Federal Deposit Insurance Act permits the
appropriate bank regulatory agency to reclassify an institution if it
determines, after notice and a hearing, that the condition of the institution is
unsafe or unsound, or if it deems the institution to be engaging in an unsafe or

                                       10

<PAGE>

unsound practice. Under the Financial Institutions Supervisory Act, the OCC has
the authority to prohibit national banks from engaging in any activity in the
conduct of their business which the OCC believes constitutes an unsafe or
unsound practice. The Federal Reserve Board has similar authority with regard to
bank holding companies and their non-bank subsidiaries.

The USA PATRIOT Act

      On October 26, 2001, the President signed into law certain comprehensive
anti-terrorism legislation known as the USA PATRIOT Act of 2001. Title III of
the USA PATRIOT Act substantially broadened the scope of the U.S.
anti-money-laundering laws and regulations by imposing significant new
compliance and due diligence obligations, creating new crimes and penalties and
expanding the extra-territorial jurisdiction of the United States. The U.S.
Treasury Department has issued a number of implementing regulations which apply
various requirements of the USA PATRIOT Act to financial institutions such as
Central Jersey Bank, N.A. Those regulations impose new obligations on financial
institutions to maintain appropriate policies, procedures and controls to
detect, prevent and report money laundering and terrorist financing.

      Failure of a financial institution to comply with the USA PATRIOT Act's
requirements could have serious legal consequences for an institution and
adversely affect its reputation. Central Jersey Bancorp has adopted appropriate
policies, procedures and controls to address compliance with the requirements of
the USA PATRIOT Act under the existing regulations and will continue to revise
and update its policies, procedures and controls to reflect changes required by
the Act and by the Treasury Department regulations.

Community Reinvestment Act

      The Federal Community Reinvestment Act requires banks to respond to the
full range of credit and banking needs within their communities, including the
needs of low and moderate-income individuals and areas. A bank's failure to
address the credit and banking needs of all socio-economic levels within its
markets may result in restrictions on growth and expansion opportunities for the
bank, including restrictions on new branch openings, relocation, formation of
subsidiaries, mergers and acquisitions. In the latest CRA examination report
with respect to Central Jersey Bank, N.A., dated November 10, 2003, Central
Jersey Bank, N.A. received a rating of satisfactory.

Consumer Privacy

      In addition to fostering the development of "financial holding companies,"
the Gramm-Leach-Bliley Act modified laws relating to financial privacy. The new
financial privacy provisions generally prohibit financial institutions,
including Central Jersey Bancorp and Central Jersey Bank, N.A., from disclosing
or sharing nonpublic personal financial information to third parties for
marketing or other purposes not related to transactions, unless customers have
an opportunity to "opt out" of authorizing such disclosure, and have not elected
to do so. It has never been the policy of Central Jersey Bancorp to release such
information except as may be required by law. The Fair Credit Reporting Act also
restricts information sharing among affiliates for marketing and other purposes.

                                       11

<PAGE>

Loans to One Borrower

      Federal banking laws limit the amount a bank may lend to a single borrower
to 15% of the bank's capital base, unless the entire amount of the loan is
secured by adequate amounts of readily marketable capital. However, no loan to
one borrower may exceed 25% of a bank's statutory capital, notwithstanding
collateral pledged to secure it.

Depositor Preference Statute

      Under federal law, depositors, certain claims for administrative expenses
and employee compensation against an insured depository institution are afforded
a priority over other general unsecured claims against the institution, in the
event of a "liquidation or other resolution" of the institution by a receiver.

Sarbanes-Oxley Act of 2002

      On July 30, 2002, the President of the United State signed into law the
Sarbanes-Oxley Act of 2002. The stated goals of Sarbanes-Oxley Act are to
increase corporate responsibility, to provide for enhanced penalties for
accounting and auditing improprieties at publicly traded companies and to
protect investors by improving the accuracy and reliability of corporate
disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally
applies to all companies, both domestic and foreign, that file or is required to
file periodic reports with the Securities and Exchange Commission under the
Exchange Act.

      The Sarbanes-Oxley Act of 2002 includes very specific disclosure
requirements and corporate governance rules, requires the Securities and
Exchange Commission and self regulatory organizations to adopt extensive
additional disclosure, corporate governance and other related rules and mandates
further studies of certain issues by the Securities and Exchange Commission and
the Comptroller General. The Sarbanes-Oxley Act of 2002 represents significant
federal involvement in matters traditionally left to state regulatory systems,
such as the regulation of the accounting profession, and to state corporate law,
such as the relationship between a board of directors and management and between
a board of directors and its committees.

The Sarbanes-Oxley Act of 2002 addresses, among other matters:

o     audit committees for all reporting companies;

o     certification of financial statements by the chief executive officer and
      the chief financial officer;

o     the forfeiture of bonuses or other incentive-based compensation and
      profits from the sale of an issuer's securities by directors and senior
      officers under certain circumstances;

o     a prohibition on insider trading during pension plan black out periods;

o     disclosure of off-balance sheet transactions;

o     expedited filing requirements for certain periodic and current reports;

                                       12

<PAGE>

o     disclosure of a code of ethics;

o     "real time" filing of periodic reports;

o     the formation of a public accounting oversight board;

o     auditor independence; and

o     various increased criminal penalties for violations of securities laws.

Overall Impact of New Legislation and Regulations

      Various legislative initiatives are from time to time introduced in
Congress. It cannot be predicted whether or to what extent the business and
condition of Central Jersey Bancorp and its subsidiaries will be affected by new
legislation or regulations, and legislation or regulations as yet to be proposed
or enacted.

Impact of Monetary Policies

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

Item 1A. Risk Factors
         ------------

      The following is a discussion of certain significant risk factors that
could potentially adversely affect our financial condition and results of
operations.

We compete for deposits and loan customers with larger financial institutions
whose customer bases are broader and whose lending limits exceed Central Jersey
Bank, N.A.'s lending limits. We also compete with similar banks focused on the
same markets and customers. Competition costs money, and competition could
reduce the number of customers using the banking services provided by us.

      New Jersey is a competitive banking environment. Central Jersey Bank, N.A.
competes for deposits and for borrowers with larger and more established
in-state and out-of-state financial institutions, including large financial
service companies and other entities, in addition to traditional banking
institutions such as savings and loan associations, savings banks, commercial
banks and credit unions. Because of their greater capitalization and other
resources, these older and larger institutions may have competitive advantages
resulting from their ability to offer more convenient facilities and higher
lending limits. Lending limits are primarily a function of a bank's capital
base. Accordingly, larger banks that have much larger capital bases than Central

                                       13

<PAGE>

Jersey Bank, N.A., have lending limits which exceed those of Central Jersey
Bank, N.A. Several larger banks with branches in our market area have lending
limits which exceed $1 billion. Central Jersey Bank, N.A.'s current lending
limit is approximately $6.1 million.

      Central Jersey Bank, N.A. also has community bank competitors with similar
goals and business territories. Three community banks have commenced operations
within Central Jersey Bank, N.A.'s existing market area since 1996.

      We compete by offering personal, local service and extended hours of
operation, but we may also compete by offering lower interest rates and paying
more to attract deposits. Because we operate in a highly-competitive market, it
is likely that the cost of competing for market share is greater for us than it
would be for a small bank in a less competitive market. The cost of our
competitive efforts may impact profitability, and we can offer no assurance that
any of our competitive efforts will be successful. See "Item 1. Business -
Competition."

Use by other banks of advanced banking technologies creates more competition and
could result in increased costs to us in our effort to remain current.

      Larger and more established banks may have access to more funding for
technological research, development and introduction of new technologies,
including internet banking, telephone banking and automated teller machine (ATM)
technologies. While Central Jersey Bank, N.A. offers access to each of these
technologies to its customers, additional capital investment will be required to
keep our technology current. Emerging technologies and innovations in existing
technologies make the continuing need to improve a constant challenge. Capital
expenditures for enhanced technologies may not represent long-term investments,
as these technologies quickly become obsolete. Such expenditures also may reduce
our profitability.

Competition for deposits may impact our profitability.

      Deposits represent a source of funds for loans made by banks, and
competition for deposits could result in fewer funds available to make loans and
to generate other interest-earning opportunities. Other banks may compete more
effectively for deposits by offering more convenient depositary locations and by
keeping branches open for longer hours. We can pay higher rates of interest to
attract deposits, but this reduces Central Jersey Bank, N.A.'s net interest
margin. We also can pay more for advertising and other incentives to attract
deposits. However, any of these efforts could lower our profit margins, and we
can offer no assurance that they will succeed.

Interest rate fluctuations beyond our control influence our profitability. As a
result, our financial performance could suffer, despite our best efforts.

      Our profitability depends in large part on the difference between the
interest Central Jersey Bank, N.A. pays on funds available to it, and the
interest Central Jersey Bank, N.A. earns on funds it makes available to others.
The price of funds may depend on many factors beyond our control, including
Federal economic, fiscal and monetary policies, and general economic conditions.
These factors may be influenced by national and international economic and
political

                                       14

<PAGE>

trends and events, including inflation, recession, unemployment and
international conflicts. Any of these events could trigger an increase in
interest rates, which will increase our cost of funds.

      Fluctuations in interest rates paid by Central Jersey Bank, N.A. for funds
it needs could affect our operating performance and condition, by affecting the
margin or "spread" between what Central Jersey Bank, N.A. pays for funds and
what it earns by charging interest to lend funds. Interest rates were recently
at historically low levels. However, the Federal Reserve has increased its
target for the Federal funds rate several times. If interest rates continue to
rise or if the yield curve continues to flatten, and if rates on deposits and
borrowings reprice upwards, faster than the rates on loans and investments,
Central Jersey Bancorp and Central Jersey Bank, N.A. would experience
compression of its interest rate spread and net interest margin, which would
have a negative effect on profitability.

Our small market area increases the potential impact of regional economic and
other conditions, so that localized problems could have unmitigated consequences
for us.

      Our current primary market is coastal Monmouth County, New Jersey. Our
branches serve only a portion of this market. Potential problems directly
affecting our region, including regional disasters such as floods, or economic
problems such as office or plant closings and layoffs, could hinder our growth
and hurt our performance, because we may not have branches in unaffected areas
to offset localized problems. This could result in losses or make us less
profitable.

Our newer relationships with smaller customers, and our smaller overall customer
base size, could result in larger loan loss experience.

      To compete with larger lending institutions, we attempt to attract
customers seeking new banking relationships. Customers that are not larger
businesses or high net-worth individuals may have less capacity to repay loans
during economic down-turns or other adverse events. This fact exposes Central
Jersey Bank, N.A. to the risk of non-payment or late payment of loans and could
result in collection expenses and loan losses. Our experienced lenders and
underwriters take into account these considerations, and our strict credit
policies, loan approval process and loan monitoring offers additional
safeguards. While many of the loans that we approve may be new to our
institution, the relationships are known to our staff and have been actively
managed by our lenders during their tenure at other financial institutions.
However, until our loan portfolio matures, its quality will be difficult to
measure, and even after it matures, we can offer no assurance that Central
Jersey Bank, N.A. will not incur collection expenses and loan losses.

      Central Jersey Bank, N.A. participates in loans originated by other
financial institutions. Central Jersey Bank, N.A. reviews the credit risk
associated with its participation in such loans under the same credit policies
that it applies to loans it initiates. The application of these policies may
reduce, but does not eliminate, the risk of loan losses.

Regulations and regulatory developments may impact our performance by increasing
our costs of compliance or increasing competition.

      Central Jersey Bank, N.A. is subject to extensive governmental
supervision, regulation and control. Future legislation and government policy
could adversely affect lending trends and

                                       15


<PAGE>

practices, deposit volume, the operations of Central Jersey Bank, N.A. and the
banking industry as a whole. The statutes and regulations governing financial
institutions have been substantially modified during recent years, and likely
will continue to be the subject of future modification. Changes in the
regulations that govern our operations may increase our costs of compliance, and
may give rise to industry-wide changes which could result in other cost
increases for Central Jersey Bank, N.A.

      For example, many of the recent regulatory changes have increased
competition between banks and nonbanks, which now may offer similar products and
services. They have also increased merger activity between banks and nonbanks,
and elevated customer awareness of differences among competitors in products,
services and fees. These changes may result in increased competitive efforts by
Central Jersey Bank, N.A., resulting in increased costs to Central Jersey Bank,
N.A.

We compete with larger financial institutions for personnel, and we may have
difficulties attracting and retaining qualified employees if larger and more
profitable banks and other financial institutions offer more compensation and
other benefits than we do. Also, we are dependent on certain key employees,
whose loss could hinder our development.

      Experienced and service-oriented personnel are important to success in the
financial services industry. Our business is managed by a team of executives and
officers with substantial experience and community contacts in our market area.
We are particularly dependent to a significant degree upon the skill and
experience of certain executive officers and skilled employees. In addition, our
current staff consists of well-trained, qualified employees. We intend to
continue to motivate our existing staff and to hire similarly qualified
candidates; however, there can be no assurance that we will be successful in
doing so, especially since larger and more profitable banks and other financial
institutions generally have greater resources to offer more compensation and
other benefits than we do.

Increased emphasis on commercial lending may expose us to increased lending
risks.

      At December 31, 2005, $265.3 million, or 85.5% of Central Jersey Bank,
N.A.'s total loans consisted of commercial, industrial and commercial real
estate loans. This portfolio continues to grow and we intend to continue to
emphasize these types of lending. These types of loans generally expose a lender
to greater risk of non-payment and loss than the one-to-four family residential
mortgage loans because repayment of the loans often depends on the successful
operation of the property and the income stream of the borrowers. Such loans
typically involve larger loan balances to single borrowers or groups of related
borrowers as compared to one-to-four- family residential mortgage loans. Also,
many of our borrowers have more than one loan outstanding. Consequently, an
adverse development with respect to one loan or one credit relationship can
expose Central Jersey Bank, N.A. to a significantly greater risk of loss
compared to an adverse development with respect to a one-to-four family
residential loan.

                                       16

<PAGE>

We may not be able to continue to grow our business, which may adversely impact
our results of operations.

      During the last five years, our total assets have grown substantially from
$118.0 million at December 31, 2000 to $514.6 million at December 31, 2005,
through internal growth and the combination with Allaire Community Bank. Our
business strategy calls for continued expansion, but we do not anticipate growth
to continue at this rate. Our ability to continue to grow depends, in part, upon
our ability to open new branch locations, successfully attract deposits to
existing and new branches, and identify favorable loan and investment
opportunities. In the event that we do not continue to grow, our results of
operations could be adversely impacted.

Unmanaged growth may adversely impact our financial results.

      As part of our expansion strategy, we plan to open new branches in our
existing and target markets. However, we may be unable to identify attractive
locations on terms favorable to us or to hire qualified management to operate
the new branches. In addition, the organizational and overhead costs may be
greater than we anticipated or we may not be able to obtain the regulatory
approvals necessary to open new branches. New branches may take longer than
expected to reach profitability, and we cannot assure that they will become
profitable. The additional costs of starting new branches may adversely impact
our financial results.

      Our ability to manage growth successfully will depend on whether we can
continue to fund this growth while maintaining cost controls and asset quality,
as well as on factors beyond our control, such as national and regional economic
conditions and interest rate trends. If we are not able to control costs and
maintain asset quality, such growth could adversely impact our earnings and
financial condition.

For our continued growth and possible expansion, we may need to raise additional
capital in the future, which may be unavailable or available at terms
unacceptable to us.

      Central Jersey Bancorp is required by federal regulatory authorities to
maintain adequate levels of capital to support its operations. We may at some
point need to raise additional capital to support continued growth. Our ability
to raise additional capital, if needed, will depend on conditions in the capital
markets at that time, which are outside Central Jersey Bancorp's control, and on
its financial performance. Accordingly, we cannot assure you of our ability to
raise additional capital if needed or on terms acceptable to us. If Central
Jersey Bancorp cannot raise additional capital when needed, the ability to
further expand its operations could be materially impaired.

If our allowance for loan losses is not sufficient to cover actual loan losses,
our earnings would decrease.

      In an attempt to mitigate any loan losses we may incur, we maintain an
allowance for loan losses based on, among other things, national and regional
economic conditions, and historical loss experience and delinquency trends among
loan types. However, we cannot predict loan losses with certainty and we cannot
assure you that charge offs in future periods will not exceed the allowance for
loan losses. In addition, regulatory agencies, as an integral part of their

                                       17

<PAGE>

examination process, review our allowance for loan losses and may require
additions to the allowance based on their judgment about information available
to them at the time of their examination. Factors that require an increase in
our allowance for loan losses could reduce our earnings.

Our hardware and software systems are vulnerable to damage that could harm our
business.

      We rely upon our existing information systems for operating and monitoring
all major aspects of our business, including deposit and loan information, as
well as various internal management functions. These systems and our operations
are vulnerable to damage or interruption from natural disasters, power loss,
network failure, improper operation by our employees, security breaches,
computer viruses or intentional attacks by third parties. Any disruption in the
operation of our information systems could adversely impact our operations,
which may affect our results of operations and financial condition.

                                     PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
        ----------------------------------------------------------------------
        Issuer Purchases of Equity Securities
        -------------------------------------

      The common stock of Central Jersey Bancorp currently trades on the NASDAQ
Capital Market under the ticker symbol "CJBK."

      The following table sets forth, for the periods indicated, the high and
low last sale information for Central Jersey Bancorp's common stock, as reported
on the NASDAQ Capital Market for the period commencing January 1, 2004 through
December 31, 2005. Please note that the information set forth below reflects
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions, and has been adjusted to reflect the two-for-one
stock split, in the form of a stock dividend, for shareholders of record on June
15, 2005, and the six-for-five stock split, in the form of a stock dividend, for
shareholders of record on July 15, 2004.

         Year Ended December 31, 2005         High        Low
                                           ---------   ---------
         First Quarter ..............      $   16.53   $   13.00
         Second Quarter .............          15.59       13.75
         Third Quarter ..............          17.45       14.79
         Fourth Quarter .............          14.77       12.20

         Year Ended December 31, 2004         High        Low
                                           ---------   ---------

         First Quarter ..............      $   12.40   $   10.84
         Second Quarter .............          12.39       10.00
         Third Quarter ..............          12.50        8.96
         Fourth Quarter .............          17.03       11.62

      As of March 10, 2006, the following were market makers for Central Jersey
Bancorp's common stock: UBS Securities LLC; Citadel Derivatives Group LLC;
Janney Montgomery

                                       18

<PAGE>

LLC; Citigroup Global Markets Inc.; Susquehanna Capital Group; E*Trade Capital
Markets LLC; Ryan, Beck & Co., LLC; Hill Thompson; Magid, L.P.; Sandler, O'
Neill & Partners, L.P.; Knight Equity Markets, L.P.; and The Brut ECN, LLC.

      As of March 10, 2006, the approximate number of registered holders of
Central Jersey Bancorp's common stock was 706.

      Central Jersey Bancorp has not paid any cash dividends on its common stock
and does not presently intend to declare or pay cash dividends. Our dividend
policy is subject to certain regulatory considerations and the discretion of our
board of directors and depends upon a number of factors, including operating
results, financial condition and general business conditions. Holders of common
stock are entitled to receive dividends as, if and when declared by our board of
directors out of funds legally available therefor, subject to the restrictions
set forth under the Federal Bank Holding Company Act. We may pay cash dividends
without regulatory approval if net income available to shareholders fully funds
the proposed dividends, and the expected rate of earnings retention is
consistent with capital needs, asset quality and overall financial condition.

      Central Jersey Bancorp did not repurchase any shares of its common stock
during the period covered by this report.

Item 15. Exhibits and Financial Statement Schedules
         ------------------------------------------

         (a)      Exhibits:
                  --------
                  Reference is made to the Index of Exhibits beginning on page
E-1 herein.

         (b)      Financial Statement Schedules:
                  -----------------------------
      Reference is made to the Index of Consolidated Financial Statements on
page F-1 of the Registrant's Annual Report on Form 10-K, which was filed with
the Securities and Exchange Commission on March 16, 2006. No schedules are
included with the consolidated financial statements because the required
information is inapplicable or is presented in the consolidated financial
statements or notes thereto.

                                       19

<PAGE>

                                   SIGNATURES

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


                                           CENTRAL JERSEY BANCORP



Date:  May 24, 2006                   By:  /s/ James S. Vaccaro
                                           -------------------------------------
                                           James S. Vaccaro
                                           President and Chief Executive Officer

                                       20

<PAGE>


                                INDEX OF EXHIBITS



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

2.1         Plan of  Acquisition  of all of the  outstanding  stock of  Monmouth
            Community Bank by the Registrant,  entered into as of March 16, 2000
            by  Monmouth  Community  Bank and the  Registrant  (Incorporated  by
            reference to Exhibit 2.1 to the Registrant's  Registration Statement
            on Form SB-2 (Registration No. 333-87352), effective July 23, 2002).

2.2         Agreement and Plan of Acquisition, dated as of June 30, 2004, by and
            between the Registrant and Allaire Community Bank ("Allaire"):  Upon
            the  request  of  the  Securities  and  Exchange   Commission,   the
            Registrant  agrees to furnish a copy of Exhibit A - Voting Agreement
            of Allaire  Stockholders  and Voting  Agreement of the  Registrant's
            Shareholders;  Exhibit B - Allaire Affiliate Agreement,  Exhibit C -
            Opinion  of  Giordano,  Halleran & Ciesla,  P.C.,  as counsel to the
            Registrant,  and  Exhibit D - Opinion of Frieri  Conroy &  Lombardo,
            LLC, as counsel to Allaire,  and the following  Schedules:  Schedule
            1.10(a)  -  Composition  of the  Registrant's  Board  of  Directors;
            Schedule  1.10(b) -  Composition  of Allaire and Monmouth  Community
            Bank Boards of Directors;  Schedule 1.10(c) - Executive  Officers of
            the  Registrant,  Allaire  and  Monmouth  Community  Bank;  Schedule
            3.02(a) - Stock Options  (Allaire);  Schedule 3.02(b) - Subsidiaries
            (Allaire);  Schedule 3.08 - Absence of Changes or Events  (Allaire);
            Schedule  3.09 - Loan  Portfolio  (Allaire);  Schedule  3.10 - Legal
            Proceedings  (Allaire);  Schedule 3.11 - Tax Information  (Allaire);
            Schedule  3.12(a)  -  Employee  Benefit  Plans  (Allaire);  Schedule
            3.12(b)  -  Defined  Benefit  Plans  (Allaire);  Schedule  3.12(h) -
            Payments or  Obligations  (Allaire);  Schedule  3.12(m) - Grantor or
            "Rabbi" Trusts  (Allaire);  Schedule  3.12(n) - Retirement  Benefits
            (Allaire);  Schedule  3.13(c) - Buildings and Structures  (Allaire);
            Schedule 3.14(a) - Real Estate (Allaire);  Schedule 3.14(b) - Leases
            (Allaire); Schedule 3.16(a) - Material Contracts (Allaire); Schedule
            3.16(c) - Certain  Other  Contracts  (Allaire);  Schedule  3.16(d) -
            Effect  on  Contracts  and  Consents  (Allaire);   Schedule  3.18  -
            Registration  Obligations  (Allaire);   Schedule  3.20  -  Insurance
            (Allaire);   Schedule  3.21(b)  -  Benefit  or  Compensation   Plans
            (Allaire);  Schedule 3.21(d) - Labor Relations  (Allaire);  Schedule
            3.22 - Compliance with  Applicable  Laws (Allaire);  Schedule 3.23 -
            Transactions  with  Management  (Allaire);  Schedule 3.25 - Deposits
            (Allaire);  Schedule 4.02(a) - Stock Options (Registrant);  Schedule
            4.02(b) -  Subsidiaries  (Registrant);  Schedule  4.08 - Absence  of
            Changes  or  Events  (Registrant);  Schedule  4.09 - Loan  Portfolio
            (Registrant);   Schedule  4.10  -  Legal  Proceedings  (Registrant);
            Schedule 4.11 - Tax  Information  (Registrant);  Schedule  4.12(a) -
            Employee  Benefit  Plans  (Registrant);  Schedule  4.12(b) - Defined
            Benefit  Plans   (Registrant);   Schedule   4.12(g)  -  Payments  or
            Obligations  (Registrant);  Schedule  4.12(l) - Grantor  or  "Rabbi"
            Trusts   (Registrant);   Schedule  4.12(m)  -  Retirement   Benefits
            (Registrant); Schedule

                                      E-1

<PAGE>

            4.13(c) - Buildings and Structures;  (Registrant)  Schedule  4.14(a)
            and 4.14(b) - Real Estate and Leases (Registrant);  Schedule 4.16(a)
            - Material Contracts (Registrant);  Schedule 4.16(c) - Certain Other
            Contracts  (Registrant);  Schedule 4.16(d) - Effect on Contracts and
            Consents  (Registrant);  Schedule  4.18 -  Registration  Obligations
            (Registrant);  Schedule  4.20  -  Insurance  (Registrant);  Schedule
            4.21(b) -  Benefit  or  Compensation  Plans  (Registrant);  Schedule
            4.21(d) - Labor Relations  (Registrant);  Schedule 4.22 - Compliance
            with Applicable Laws (Registrant); Schedule 4.23 - Transactions with
            Management  (Registrant);  Schedule  4.25 -  Deposits  (Registrant);
            Schedule  6.18(a)  - Notice of  Deadlines  (Allaire);  and  Schedule
            6.18(b)  -  Notice  of  Deadlines   (Registrant)   (Incorporated  by
            reference  to Exhibit 2.2 to the  Registrant's  Quarterly  Report on
            Form 10-QSB for the quarter ended June 30, 2004).

3.1         Certificate  of  Incorporation  of the  Registrant,  as amended  and
            restated on January 4, 2005  (Incorporated  by  reference to Exhibit
            3.1 to the  Registrant's  Annual  Report on Form 10-KSB for the year
            ended December 31, 2004).

3.2         By-laws of the  Registrant,  as amended  and  restated on January 1,
            2005  (Incorporated  by reference to Exhibit 3.2 to the Registrant's
            Annual Report on Form 10-KSB for the year ended December 31, 2004).


4.          Specimen certificate representing the Registrant's common stock, par
            value $0.01 per share  (Incorporated  by  reference  to Exhibit 4 to
            Amendment No. 1 to the Registrant's  Registration  Statement on Form
            SB-2 (Registration No. 333-87352), effective July 23, 2002).

10.1        Registrant's Stock Option Plan (Incorporated by reference to Exhibit
            10.1  to  the  Registrant's  Registration  Statement  on  Form  SB-2
            (Registration No. 333-87352), effective July 23, 2002).


10.2        Services  Agreement between Monmouth Community Bank and Bisys, Inc.,
            dated  April 27,  1998,  with  Additional  Services  Agreements  and
            Addenda  (Incorporated by reference to Exhibit 10.7 to Amendment No.
            1  to  the   Registrant's   Registration   Statement  on  Form  SB-2
            (Registration No. 333-87352), effective July 23, 2002).


10.3        QuestPoint Check Services  Agreement between Monmouth Community Bank
            and  QuestPoint  Check  Services,  L.P.,  dated as of August 1, 1998
            (Incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the
            Registrant's  Registration  Statement on Form SB-2 (Registration No.
            333-87352), effective July 23, 2002).


10.4        Indenture  between  Registrant and Wilmington  Trust Company,  dated
            March 25, 2004  (Incorporated  by reference to Exhibit  10.10 to the
            Registrant's  Annual  Report  on  Form  10-KSB  for the  year  ended
            December 31, 2003).

                                      E-2

<PAGE>

10.5        Amended and Restated  Declaration  of Trust of MCBK Capital Trust I,
            dated March 25, 2004  (Incorporated by reference to Exhibit 10.11 to
            the  Registrant's  Annual  Report on Form  10-KSB for the year ended
            December 31, 2003).

10.6        Guarantee  Agreement by Registrant  and  Wilmington  Trust  Company,
            dated March 25, 2004 (Incorporated by reference to Exhibit 12 to the
            Registrant's  Annual  Report  on  Form  10-KSB  for the  year  ended
            December 31, 2003).

10.7*       Change of Control  Agreement,  dated as of January 1, 2005,  between
            the  Registrant  and Robert S. Vuono  (Incorporated  by reference to
            Exhibit 10.7 to the  Registrant's  Annual  Report on Form 10-KSB for
            the year ended December 31, 2004).

10.8*       Change of Control  Agreement,  dated as of January 1, 2005,  between
            the Registrant and Robert K. Wallace  (Incorporated  by reference to
            Exhibit 10.8 to the  Registrant's  Annual  Report on Form 10-KSB for
            the year ended December 31, 2004).

10.9*       Severance  Agreement,  dated as of  January  1,  2005,  between  the
            Registrant and Carl F. Chirico (Incorporated by reference to Exhibit
            10.9 to the  Registrant's  Annual Report on Form 10-KSB for the year
            ended December 31, 2004).

14.1        Chief  Executive  and  Senior  Financial   Officer  Code  of  Ethics
            (Incorporated  by  reference  to  Exhibit  14.1 to the  Registrant's
            Annual Report on Form 10-KSB for the year ended December 31, 2003).


21.1        Subsidiaries of the Registrant (Incorporated by reference to Exhibit
            21.1 to the  Registrant's  Annual  Report  on Form 10-K for the year
            ended December 31, 2005).

23.1        Consent of KPMG LLP, as to the Registrant's  consolidated  financial
            statements  for the years ended  December  31,  2005,  2004 and 2003
            (Incorporated  by  reference  to  Exhibit  23.1 to the  Registrant's
            Annual Report on Form 10-K for the year ended December 31, 2005).

31.1        Section 302 Certification of Chief Executive  Officer.

31.2        Section 302 Certification of Chief Financial Officer.

32.1        Certification  of Chief  Executive  Officer  pursuant  to 18  U.S.C.
            Section 1350.

32.2        Certification of Chief Financial Officer pursuant
            to 18 U.S.C. Section 1350.

-----------------------------------
*Constitutes a management contract.

                                      E-3