UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

For the transition period from _______ to __________

Commission File Number: 000-49929

ACCESS NATIONAL CORPORATION

1800 Robert Fulton Drive, Suite 300, Reston, VA 20191

(703) 871-2100

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.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

The number of shares outstanding of Access National Corporation’s common stock, par value $1.67, as of, November 8, 2004 was 3,950,613 shares.

ACCESS NATIONAL CORPORATION
FORM 10-Q

INDEX

2

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

ACCESS NATIONAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except for Share Data)

See Notes to Consolidated Financial Statements

3

ACCESS NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except For Share Data)
(unaudited)

See Notes to Consolidated Financial Statements

4

ACCESS NATIONAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except For Share Data)
(unaudited)

5

ACCESS NATIONAL CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2004
(unaudited)

ACCESS NATIONAL CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2003
(unaudited)

See Notes to Consolidated Financial Statements

6

ACCESS NATIONAL CORPORATION
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2004 and 2003
(In Thousands)

See Notes to Consolidated Financial Statements.

7

ACCESS NATIONAL CORPORATION
Notes to Consolidated Financial Statements

NOTE 1 – COMMENCEMENT OF OPERATIONS

     Access National Corporation (the “Corporation”) is a bank holding company incorporated under the laws of the Commonwealth of Virginia. The Corporation has three wholly owned subsidiaries, Access National Bank (the “Bank”), which is an independent commercial bank chartered under federal laws as a national banking association, Access Capital Trust I, and Access Capital Trust II. The Corporation does not have any significant operations and serves primarily as the parent company for the Bank. The Corporation has a strong capital base that can be used to engage in bank related businesses as provided under the Bank Holding Company Act of 1956, as amended or down streamed to the Bank to support continued growth.

     The Corporation acquired all of the outstanding stock of the Bank in a statutory exchange transaction on June 15, 2002, pursuant to an Agreement and Plan of Reorganization between the Corporation and the Bank.

     The Corporation formed Access Capital Trust I and Access Capital Trust II in 2002 and 2003 respectively for the purpose of issuing redeemable capital securities. On July 30, 2002 Access Capital Trust I, issued $4 million of trust preferred securities and on September 30, 2003, Access Capital Trust II issued $6 million of trust preferred securities. Trust preferred securities may be included in Tier 1 capital in an amount equal to 25% of Tier 1 capital and amounts in excess of 25% are includable as Tier 2 capital. As guarantor, the Corporation unconditionally guarantees payment of all distributions required to be paid on the Trust Preferred Securities.

     Access National Bank opened for business on December 1, 1999 and has four wholly-owned subsidiaries: Access National Mortgage Corporation and United First Mortgage Corporation (“UFM”), both Virginia corporations engaged in mortgage banking activities, Access National Leasing Corporation, a Virginia corporation engaged in commercial and industrial leasing services, and Access Real Estate LLC. Access National Leasing was acquired in exchange for 7,500 shares of Access National Bank stock in the second quarter of 2002. The 7,500 shares were subsequently repurchased in 2003. The leasing subsidiary presently has no employees and its affairs are managed as a part of the bank’s commercial lending department. Access Real Estate LLC is a limited liability corporation established in July, 2003 for the purpose of holding title to the Corporation’s headquarters building, located at 1800 Robert Fulton Drive, Reston, Virginia.

     In August 2004, Access National Bank acquired all of the common stock of UFM at a cost of $250 thousand which resulted in recognizing $500 thousand in negative goodwill. A fair value assessment was obtained and the Bank subsequently recognized a gain of $500 thousand on the acquisition. The acquisition of UFM, gives the company a new location in the Richmond, Virginia market plus entry into the Fredericksburg and Staunton markets. The new locations will become branch offices of the Access National Mortgage Corporation. While these new locations will enhance the Mortgage Corporations origination opportunities, the acquisition is not expected to have a material impact on loan production or overhead.

8

NOTE 2 – BASIS OF PRESENTATION

     The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with rules and regulations of the Securities and Exchange Commission. The statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. All adjustments have been made, which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods presented. Such adjustments are all of a normal and recurring nature. All significant inter-company accounts and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. The results of operations for the three months and nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2004. These consolidated financial statements should be read in conjunction with the Corporation’s audited financial statements and the notes thereto as of December 31, 2003, included in the Corporation’s Annual Report for the fiscal year ended December 31, 2003.

9

NOTE 3 – STOCK BASED COMPENSATION PLANS

Stock-Based Compensation Plans - The Corporation has a stock-based compensation plan. The Corporation accounts for the plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based compensation cost is reflected in net income, as all options granted under this plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Corporation had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based compensation.

     STOCK BASED COMPENSATION PLANS

10

NOTE 4 — SECURITIES

The amortized cost and fair values of securities (in thousands) available for sale as of September 30, 2004 are as follows:

The amortized cost and fair values of securities (in thousands) available for sale as of December 31, 2003 are as follows:

11

NOTE 5 — LOANS

The Corporation’s loan portfolio (in thousands) is composed of the following:

12

NOTE 6 – SEGMENT REPORTING

Access National Corporation has two reportable segments: traditional commercial banking and a mortgage banking business. Revenues from commercial banking operations consist primarily of interest earned on loans and investment securities and fees from deposit services. Mortgage banking operating revenues consist principally of interest earned on mortgage loans held for sale, gains on sales of loans in the secondary mortgage market and loan origination fee income.

The commercial bank segment provides the mortgage segment with the short term funds needed to originate mortgage loans through a warehouse line of credit and charges the mortgage banking segment interest based on a premium over their cost to borrow funds. These transactions are eliminated in the consolidation process.

13

The following table presents segment information for the nine months ended September 30, 2004 and 2003:

14

The following table presents segment information for the three months ended September 30, 2004 and 2003:

15

NOTE 7 – EARNINGS PER SHARE (EPS):

The following tables show the calculation of both Basic and Diluted earnings per share for the three months and nine months ended September 30, 2004 and 2003 respectively. The numerator of both the Basic and Diluted EPS is equivalent to net income. The weighted average number of shares outstanding used in the denominator for Diluted EPS is increased over the denominator used for Basic EPS by the effect of potentially dilutive common stock options and warrants utilizing the treasury stock method.

16

17

NOTE 8. OTHER EXPENSES

The Corporation had the following other expenses for the nine months ended September 30, 2004 and 2003.

NOTE 9. DERIVATIVES

     The Access National Mortgage Corporation (the “Mortgage Corporation”) enters into rate lock commitments to extend credit to borrowers for generally a 30 to 60 day period for the origination of loans. Unfunded loans for which commitments have been entered into are called “pipeline loans”. Some of these rate lock commitments will ultimately expire without being completed. To the extent that a loan is ultimately granted and the borrower ultimately accepts the terms of the loan, these rate lock commitments expose the Mortgage Corporation to variability in their fair value due to changes in interest rates. If interest rates increase, the value of these rate lock commitments decreases. Conversely, if interest rates decrease, the value of these rate lock commitments increases.

     The Mortgage Corporation is exposed to credit-related losses in the event of nonperformance by the counterparties to those agreements. The Mortgage Corporation controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures, and does not expect any counterparty to fail to meet its obligations.

     To mitigate the effect of this interest rate risk, the Mortgage Corporation enters into forward loan sale commitments for the portion of its pipeline that is not pre-sold to an investor. The contracts allow for cash settlement. The forward loan sale commitments lock in an interest rate and price for the sale of loans similar to the specific rate lock loan commitments classified as derivatives. Both the rate lock commitments and the forward loan sale commitments are undesignated derivatives, and accordingly are marked to market through earnings.

     The notional amount of undesignated forward loan sale commitments was $23.3 million on September 30, 2004 and $9.5 million at December 31, 2003. The notional amount of undesignated interest rate lock commitments was $29.7 million on September 30, 2004 and $9.7 million at December 31, 2003. The commitments expire in 2004.

18

Risk management results related to the undesignated hedging of interest rate lock commitments with undesignated forward loan sale commitments are summarized below and are included in other income (in thousands):

NOTE 10 – RECENT ACCOUNTING PRONOUNCEMENTS

On March 9, 2004, the SEC Staff issued Staff Accounting Bulletin No. 105, “Application of Accounting Principles to Loan Commitments” (“SAB 105”). SAB 105 clarifies existing accounting practices relating to the valuation of issued loan commitments, including interest rate lock commitments (“IRLC”), subject to SFAS No. 149 and Derivative Implementation Group Issue C13, “Scope Exceptions: When a Loan Commitment is included in the Scope of Statement 133.” Furthermore, SAB 105 disallows the inclusion of the values of a servicing component and other internally developed intangible assets in the initial and subsequent IRLC valuation. The provisions of SAB 105 were effective for loan commitments entered into after March 31, 2004. The Company has adopted the provisions of SAB 105. Since the provisions of SAB 105 affect only the timing of the recognition of mortgage banking income, management does not anticipate that this guidance will have a material adverse effect on either the Company’s consolidated financial position or consolidated results of operations.

     Emerging Issues Task Force Issue No. 03-1 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“EITF 03-1”) was issued and is effective March 31, 2004. The EITF 03-1 provides guidance for determining the meaning of “other –than-temporarily impaired” and its application to certain debt and equity securities within the scope of Statement of Financial Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No. 115”) and investments accounted for under the cost method. The guidance requires that investments which have declined in value due to credit concerns or solely due to changes in interest rates must be recorded as other-than-temporarily impaired unless the Company can assert and demonstrate its intention to hold the security for a period of time sufficient to allow for a recovery of fair value up to or beyond the cost of the investment which might mean maturity. This issue also requires disclosures

19

assessing the ability and intent to hold investments in instances in which an investor determines that an investment with a fair value less than cost is not other-than-temporarily impaired.

     On September 30, 2004, the Financial Accounting Standards Board decided to delay the effective date for the measurement and recognition guidance contained in Issue 03-1. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The disclosure guidance in Issue 03-1 was not delayed.

     EITF No. 03-16, “Accounting for Investments in Limited Liability Companies was ratified by the Board and is effective for reporting periods beginning after June 15, 2004.” APB Opinion No. 18, “The Equity Method of Accounting Investments in Common Stock,” prescribes the accounting for investments in common stock of corporations that are not consolidated. AICPA Accounting Interpretation 2, “Investments in Partnerships Ventures,” of Opinion 18, indicates that “many of the provisions of the Opinion would be appropriate in accounting” for partnerships. In EITF Abstracts, Topic No. D-46, “Accounting for Limited Partnership Investments,” the SEC staff clarified its view that investments of more than 3 to 5 percent are considered to be more than minor and, therefore, should be accounted for using the equity method. Limited liability companies (LLCs) have characteristics of both characteristics of both corporations and partnerships, but are dissimilar from both in certain respects. Due to those similarities and differences, diversity in practice exists with respect to accounting for non-controlling investments in LLCs. The consensus reached was that an LLC should be viewed as similar to a corporation or similar to a partnership for purposes of determining whether a non-controlling investment should be accounted for using the cost method or the equity method of accounting.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion and analysis is intended to provide an overview of the significant factors affecting the financial condition and the results of operations of Access National Corporation and subsidiary (the “Corporation”) for the three and nine months ended September 30, 2004. The consolidated financial statements and accompanying notes should be read in conjunction with this discussion and analysis.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     In addition to historical information, this Quarterly Report on Form 10-Q may contain forward-looking statements. For this purpose, any statements contained herein, including documents incorporated by reference, that are not statements of historical fact may be deemed to be forward-looking statements. Examples of forward-looking statements include discussions as to our expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this document. Forward-looking statements often use words such as “believes,” “expects,” “plans,” “may,” “will,” “should,” “projects,” “contemplates,” “ anticipates,” “forecasts,” “intends” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by

20

such statements. Factors that could have a material adverse effect on the operations and future prospects of the Corporation include, but are not limited to, changes in: interest rates, general economic conditions, monetary and fiscal policies of the U.S. Government, including policies of the Office of the Comptroller of Currency, U.S. Treasury and the Federal Reserve Board, the economy of Northern Virginia, including governmental spending and real estate markets, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.

CRITICAL ACCOUNTING POLICIES

General

     The Corporation’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset or relieving a liability. Actual losses could differ significantly from the historical factors that we monitor. Additionally, GAAP itself may change from one previously acceptable method to another method. Although the economics of our transactions would be the same, the timing of events that would impact our transactions could change.

Allowance for Loan Losses

     The allowance for loan losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting: (i) SFAS 5 Accounting for Contingencies, which requires that losses be accrued when they are probable of occurring and estimatable and (ii) SFAS 114, Accounting by Creditors for Impairment of a Loan, which requires that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance.

     An allowance for loan losses is established through a provision for loan losses based upon industry standards, known risk characteristics, management’s evaluation of the risk inherent in the loan portfolio and changes in the nature and volume of loan activity. Such evaluation considers among other factors, the estimated market value of the underlying collateral, and current economic conditions. For further information about our practices with respect to allowance for loan losses, please see the subsection “Loans” below.

Derivative Financial Instruments – The Mortgage Corporation enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (rate lock

21

commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 60 days.

     The Mortgage Corporation protects itself from changes in interest rates for a portion of its pipeline loans through the use of best efforts forward delivery commitments, whereby the Mortgage Corporation commits to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. These pipeline loans are considered pre-sold to an investor. As a result, the Mortgage Corporation is not exposed to losses nor will it realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate lock commitments and the best efforts contracts is very high due to their similarity.

     The market value of rate lock commitments and best efforts contracts is not readily ascertainable with precision because rate lock commitments and best efforts contracts are not actively traded in stand-alone markets. The Mortgage Corporation determines the fair value of rate lock commitments and best efforts contracts by measuring the change in the value of the underlying asset while taking into consideration the probability that the rate lock commitments will close. Because of the high correlation between rate lock commitments and best efforts contracts, no gain or loss occurs on these rate lock commitments.

     For pipeline loans which are not pre-sold to an investor, the Mortgage Corporation manages the interest rate risk on rate lock commitments by entering into forward loan sale contracts, whereby the Mortgage Corporation obtains the right to deliver residential loans to investors in the future at a specified yield. Such contracts are accounted for as derivatives and are recorded at fair value in derivative assets or liabilities, with changes in fair value recorded in other income.

     These derivative financial instruments do not meet the hedging criteria required by FASB 133 and are classified as trading activities with changes in fair value recorded in income.

FINANCIAL CONDITION (September 30, 2004 compared to December 31, 2003)

     The Corporation’s assets totaled $389.9 million at September 30, 2004, an increase of $132.9 million or 52% from year end 2003. The Corporation continues to experience strong growth in assets as loan demand remained strong at the Bank during the first nine months of 2004. Net loans held for investment, originated by the Bank, increased $87.1 million over year end. The growth in loans held for investment is the direct result of management’s strategy to attract experienced loan officers with contacts and a base of business. This strategy was employed during 2003 and is now showing direct positive results. Loans held for sale totaled $57.3 million, up $27.6 million from December 31, 2003. The mortgage market was down during the fourth quarter of 2003 due to rising interest rates and a seasonal decline in activity. Mortgage volumes moderately improved from the fourth quarter of 2003 during the first nine months of 2004, but they are still substantially below the levels of the first nine months of 2003. Management expects to continue its strategy of increasing the staff to support future growth in the Loans Held For Investment. The future balances in the Loans Held for Sale category will continue to

22

experience volatility due to fluctuations of interest rates. The balances of this short term investment fluctuate daily as necessary to support loan origination and secondary market sales activities. Management does not view the Loan Held for Sale balance as a meaningful indicator of performance.

     Asset growth during the period was supported through a combination of deposit growth, short term borrowings and wholesale funding sources. Total Deposits increased $55.5 million from $198.2 million at December 31, 2003 to $253.7 million on September 30, 2004. Of this increase, Non-Interest Bearing accounts increased $30.9 million, Savings and Money Market accounts increased $17.2 million and Time Deposits increased $7.4 million. The increase in deposits is attributable to the new relationships generated by our growing commercial lending staff and the expansion into our second banking center located in Reston, Virginia. In July we opened our third banking office in the Vienna/Tyson’s Corner area of Fairfax County, Virginia.

     Short term borrowings increased $58.3 million and were used to meet short term funding needs. Management expects the expanding commercial lending staff and new banking centers to support future deposit growth necessary to fund loan growth. Management expects continued utilization of wholesale Certificates of Deposits and other borrowings as necessary to fund the Loans Held for Sale activity and growth in financial investments.

Securities

     The Corporation’s securities portfolio is comprised of U.S. Treasury securities, U.S. Government Agency securities, and mortgage backed securities. At September 30, 2004 the securities portfolio totaled $22.6 million and was classified as available for sale. The Financial Accounting Standards Board requires that securities classified as available for sale be accounted for at fair market value. Unrealized gains and losses are recorded directly to a separate component of shareholders’ equity. The Corporation’s securities classified as available for sale had an unrealized gain net of deferred taxes of $54 thousand on September, 30, 2004

Loans

     The loans held for investment portfolio constitutes the largest component of earning assets and is comprised of commercial loans, real estate loans, construction loans, and consumer loans. These lending activities provide access to credit to small businesses, professionals and consumers in the greater Washington, D.C. metropolitan area. All lending activities of the Access National Bank (the Bank), Access National Mortgage Corporation (the Mortgage Corporation) and the Access National Leasing Corporation (the Leasing Corporation) are subject to the regulations and supervision of the Office of the Comptroller of Currency.

     At September 30, 2004, loans held for investment increased $87.7 million from December 31, 2003 and totaled $277 million. The increase is a result of strong loan demand, expansion of the Bank’s loan officer staffing, and increased name recognition and acceptance of the Bank’s products and services within the marketplace. Management intends to continue to increase loan officer staffing and support in

23

order to facilitate continued growth in the portfolio. The following is a summary of the Loan Portfolio Held for Investment.

Commercial Loans. Commercial Loans represent 15.8% of our held for investment portfolio. These loans are made to businesses or individuals within our target market for business purposes. Typically the loan proceeds are used to support working capital and the acquisition of fixed assets of an operating business. These loans are underwritten based upon our assessment of the obligor(s)’ ability to generate operating cash flow in the future necessary to repay the loan. To address the risks associated with the uncertainties of future cash flow, these loans are generally well secured by assets owned by the business or its principal shareholders and the principal shareholders are typically required to guarantee the loan.

Real Estate Construction Loans. Real Estate Construction Loans, also known as construction and land development loans, comprise 11.3% of our held for investment loan portfolio. These loans generally fall into one of three circumstances: first, loans to individuals that are ultimately used to acquire property and construct an owner occupied residence; second, loans to builders for the purpose of acquiring property and constructing homes for sale to consumers; and third, loans to developers for the purpose of acquiring land that is developed into finished lots for the ultimate construction of residential or commercial buildings. Loans of these types are generally secured by the subject property within limits established by the Board of Directors based upon an assessment of market conditions. These limits are up-dated from time to time. The loans typically carry recourse to principal owners. In addition to the repayment risk associated with loans to individuals and businesses, loans in this category carry construction completion risk. To address this additional risk, loans of this type are subject to additional administration procedures designed to verify and ensure progress of the project in accordance with allocated funding, project specifications and time frames.

Commercial Real Estate Loans. Also known as “Commercial Mortgages”, loans in this category represent 32.5% of our loan portfolio held for investment. These loans generally fall into one of three situations (in order of frequency): first, loans supporting an owner occupied commercial property; second, properties used by non-profit organizations such as churches or schools where repayment is dependent upon the cash flow of the non-profit organizations; and third, loans supporting a commercial property leased to third parties for investment. Commercial Real Estate Loans are secured by the subject property and, underwritten to policy standards. These policy standards, approved by the Board of Directors from time to time set forth, among other considerations, loan to value limits, cash flow coverage ratios, and the general creditworthiness of the obligors.

Residential Real Estate Loans. This category includes loans secured by first or second mortgages on one to four family residential properties and represent 29.1% of the portfolio. This portfolio increased over $27.3 million during the first nine months of 2004 and is comprised of predominately adjustable rate mortgages. Within the Residential Real Estate Loan portfolio, the following is a summary of the sub-components.

Home Equity Loans are extended to borrowers in our target market and comprised 9.7% of the total loans held for investment portfolio. Real estate equity is the largest component of consumer wealth in

24

our marketplace. Once approved, this consumer finance tool allows the borrower to borrow against the equity in their home or investment property and use the proceeds for virtually any purpose. Home Equity Loans are most frequently secured by a second lien on residential property.

1-4 Family Residential First Trust Loans, or “First Mortgage Loans,” are used to acquire or refinance the primary financing on owner occupied and residential investment properties. Junior Trust Loans, or “Loans Secured by a Second Trust Loans,” are to consumers for use for a stated consumer purpose. Examples of consumer purposes are education, refinancing debt, or purchasing consumer goods. The loans are generally extended in a single disbursement and repaid over a specified period of time.

Loans in the Residential Real Estate portfolio are underwritten to standards within a traditional consumer framework that is periodically reviewed and up-dated by our management and Board of Directors. Factors considered within this framework include repayment source and capacity, value of the underlying property, credit history, savings pattern and stability. Our underwriting criteria comply with secondary market guidelines and loans are considered sale-able in the event the Corporation needed liquidity. Management expects to continue to grow the adjustable rate mortgage balances in this portfolio through new loans to bank customers and the purchase of loans from the Mortgage Corporation.

Consumer Loans. Consumer Loans make up less than 1% of our loan portfolio. Most loans are well secured with assets other than real estate, such as marketable securities or automobiles. Very few loans are unsecured. As a matter of operation, management discourages unsecured lending. Loans in this category are underwritten to standards within a traditional consumer framework that is periodically reviewed and up-dated by our management and Board of Directors. Factors considered within this framework include repayment capacity, collateral value, savings pattern, credit history and stability.

Loans Held for Sale (LHFS) Loans Held for Sale are originated by the Mortgage Corporation, a wholly owned subsidiary of the Bank. Loans of this type are residential mortgage loans underwritten in accordance with standards set forth by an institutional investor to whom we expect to sell the loan for a profit. Loan proceeds are used for the purchase or refinance of the property securing the loan. Loans are sold with the servicing released to the investor.

The LHFS loans are closed in our name and carried on our books as an investment until the loan is delivered to and purchased by an investor. Repayment risk of this activity is minimal since the loans are on the books for a short time period. Loans are sold without recourse and subject to industry standard representations and warranties. The risks associated with this activity center around borrower fraud and failure of our investors to purchase the loans. These risks are addressed by the on-going maintenance of an extensive quality control program, an internal audit and verification program, and a selective approval process for investors. To date we have been able to absorb the financial impact of these risks without material impact on our operating performance. LHFS loans are generally carried on our books for less than 30 days. The aggregate volume of LHFS on our balance sheet on any given day can be quite volatile and is not indicative of any performance measures. The total value simply reflects the dollar volume of loans that have recently been settled and are in transit for delivery to the investor. At September 30, 2004

25

loans held for sale totaled $57.3 million compared to $29.8 million at year end 2003.

     The following table summarizes the Corporation’s loan portfolio (in thousands) as of September 30, 2004.

Allowance For Loan Losses

At September 30, 2004 the allowance for loan loss totaled $3.1 million. Actual loan losses have been insignificant since the Bank’s inception. Our senior credit management, with over 60 years in collective experience in managing similar portfolios in the Bank’s marketplace, concluded the amount of the reserve and the methodology applied to arrive at the amount of the reserve is justified and appropriate due to the lack of seasoning of the portfolio, the relatively large dollar amount of a relatively small number of loans, portfolio growth, staffing changes and trend analysis. Outside of management’s analysis, the reserve adequacy and methodology are reviewed on a regular basis by the Bank’s external auditors, internal audit program, and bank regulators and such reviews have not resulted in any material adjustment to the reserve amount or methodology. The overall allowance for loan losses is equivalent to 1.14% of total loans held for investment. The Bank has developed a comprehensive risk weighting system based on individual loan characteristics that enables the Bank to precisely allocate the composition of the allowance for loan losses by types of loans.

The allowance for loan losses increased $583 thousand during the first nine months 2004 or approximately 22.7%. Total loans increased $87.7 million or 46.3% during the first nine months of 2004,. The allowance for loan losses at September 30, 2004 was 1.14 % of total loans compared to 1.35% at December 31, 2003. Net charge offs from inception through September 30, 2004 have totaled approximately $19 thousand. Since the Bank does not have any historical charge off experience with which to establish trends in loan losses by loan classifications, changes in the composition of the allowance for loan losses are due to volume and changes in individual risk ratings on new and existing loans.

26

The loss risk of each loan within a particular classification, however, is not the same. The methodology for arriving at the allowance is not dictated by loan classification. The methodology as to how the allowance was derived is detailed below. Unallocated amounts included in the allowance for loan losses have been applied to the loan classifications on a percentage basis.

Adequacy of the reserve is assessed, and appropriate expense and charge offs are taken, no less frequently than at the close of each fiscal quarter end. The methodology by which we systematically determine the amount of our reserve is set forth by the Board of Directors in our credit policy. Under this policy, our Chief Credit Officer is charged with ensuring that each loan is individually evaluated and the portfolio characteristics are evaluated to arrive at an appropriate aggregate reserve. The results of the analysis are documented, reviewed and approved by the Board of Directors no less than quarterly. The following elements are considered in this analysis: loss estimates on specific problem credits (the “Scheduled Allocation”); individual loan risk ratings, lending staff changes, loan review and board oversight, loan policies and procedures, portfolio trends with respect to volume, delinquency, composition/concentrations of credit, risk rating migration, levels of classified credit, off-balance sheet credit exposure, any other factors considered relevant from time to time (“the General Reserve”) and, finally, an “Unallocated Reserve” to cover any unforeseen factors not considered above in the appropriate magnitude. Each of the reserve components, General, Scheduled and Unallocated are discussed in further detail below.

With respect to the “General Reserve”, all loans are graded or risk rated individually for loss potential at the time of origination and as warranted thereafter, but no less frequently than quarterly. Loss potential factors are applied based upon a blend of the following criteria: our own direct experience at the Bank; our collective management experience in administering similar loan portfolios at other banks in this market for over 60 years; and peer data contained in statistical releases issued by both the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Although looking only at peer data and the Bank’s historically low write-offs would suggest a lower loan loss allowance, our management’s experience with similar portfolios in the same market, combined with the fact that our portfolio is relatively unseasoned, justify a conservative approach in contemplating external statistical resources. Accordingly, management’s collective experience at the Bank and other banks is the most heavily weighted criterion, and the weighting is subjective and varies by loan type, amount, collateral, structure, and repayment terms. Prevailing economic condition, both generally and within each individual borrower’s business sector, are considered, as well as any changes in the borrower’s own financial position and, in the case of commercial loans, management structure and business operations.

When deterioration develops in an individual credit, the loan is placed on a “Watch List” and the loan is monitored more closely and gives rise to a “Scheduled Allocation” of the loss reserve. All loans on the watch list are evaluated for specific loss potential based upon either an evaluation of the liquidated value of the collateral or cash flow deficiencies. If management believes that, with respect to a specific loan, an impaired source of repayment, collateral impairment or a change in a debtor’s financial condition presents a heightened risk of non-performance of a particular loan, a portion of the reserve may be specifically allocated to that individual loan.

27

The “Unallocated Reserve” is maintained to absorb risk factors outside of the General and Specific Allocations. Maximum and minimum target limits are established by us on a quarterly basis for the Unallocated Reserve.

An analysis of the Corporation’s allowance for loan losses (in thousands) as of and for the period indicated is set forth in the following tables:

     Allowance for Loan Losses

Allocation of the Allowance for Loan Losses

Nonperforming Loans And Past Due Loans

     At September 30, 2004 there were three loans in non accrual status totaling $1.5 million. These loans are well secured by first trusts on residential real estate and no loss of principal or interest is anticipated. As of this same date, no accruing loans were past due more than 90 days.

Deposits

28

     Deposits represent the primary funding source of the Corporation. At September 30, 2004, deposits totaled $253.7 compared to $198.2 million at December 31, 2003, an increase of $55.5 million. Of this increase, Non-Interest Bearing accounts increased $30.9 million, Savings and Money Market accounts increased $17.2 million and Time Deposits increased $7.4 million. The increase is largely a result of new relationships brought in by our commercial lending staff. Additionally, the Bank markets its deposit products on our web page and various other internet web pages. The Bank opened its second banking office in March. The Bank also opened its third banking office, which is located in the Tyson’s Corner area of Fairfax County, in July. Management expects these actions to result in continued growth of non-wholesale deposits. Management expects wholesale deposits and other borrowings to fluctuate as necessary to fund loans and other investments.

Capital Resources

     Total shareholders’ equity was $25.5 million, or 6.53% of total assets at September 30, 2004. A strong capital position is vital to the continued profitability of the Corporation. It also promotes depositor and investor confidence and provides a solid foundation for the future growth of the organization. Shareholder’s equity increased by $5.7 million during the nine months ended September 30, 2004. The increase is due to the full retention of $2.6 million in earnings and $3.2 million from the issuance of 473,253 shares of common stock upon the exercise of warrants issued in connection with a common stock offering in the spring of 2002. Other comprehensive income representing unrealized gains on available for sale securities was $54 thousand.

     To date, the Corporation has not paid any cash dividends and does not anticipate doing so in the near term.

     Banking regulators have defined minimum regulatory capital rations that the Corporation and the Bank are required to maintain. These risk based capital guidelines take into consideration risk factors, as defined by the banking regulators, associated with various categories of assets, both on and off the balance sheet. Both the Corporation and Bank are classified as Well Capitalized, which is the highest rating. The Table below Risk Based Capital Analysis outlines the regulatory components of capital and risk based capital ratios.

29

Risk Based Capital Analysis

RESULTS OF OPERATIONS SEPTEMBER 30, 2004

     Pretax income for the three months ended September 30, 2004 was $1.6 million compared to $1.3 million for the corresponding period of 2003. Net income after tax for the third quarter of 2004 totaled $1.0 million compared to $1.0 million for the same period in 2003. Year to date net income after tax for the nine month period ended September 30, 2004 totaled $2.6 million compared to $3.1 million for the first nine months of 2003. Net Income for the nine month period ended September 30, 2004

30

reflects a $500 thousand one time gain from the UFM acquisition and $350 thousand in non-operating expenses related to the listing on the Nasdaq in July and management changes in the Mortgage company. The decline in income is primarily due to the Mortgage segment which experienced a decline in mortgage loan production. Loan production during the third quarter of 2004 amounted to $206.0 million compared to $353.5 million for the third quarter of 2003, a 41.7% decline. Mortgage loan production for the first nine months of 2004 amounted to $593.4 million, compared to $1,025.3 million for the same period in 2003. The decline in mortgage loan production is due to a combination of interest rate movements and a decline in the number of requests to refinance. To offset the impact of the decline in refinancing, the Mortgage Corporation is focusing on increasing its market share of purchase financing by increasing the number of experienced loan officers and offering additional products.

     Third quarter income before taxes in 2004 from the Banking segment was $1.3 million versus $608 thousand for the three month period ended September 30, 2003. Income before tax for the nine month period ended September 30 for the Banking segment was $2.9 million compared to $1.6 million for the first nine months of 2003. Income from the banking segment increased by $1.2 million over the same period last year. This increase in income is attributable to a focus on commercial lending, increased name recognition and the addition of experienced professional loan officers all of which expanded our base of business. Earnings were impacted by increased personnel costs associated with an increase in the commercial lending staff and expenses associated with the addition of our two new banking centers. It is expected that income at the Banking segment will continue to improve as new loan officers and the new banking centers increase our base of business and market share.

     Basic earnings per common share for the third quarter of 2004 amounted to $.27 per share, down from $.29 per share in 2003. The decrease is due to the increase in shares outstanding in 2004 due to the exercise of 473,253 warrants. Diluted earnings per share for the third quarter were unaffected by the warrant exercises and remained unchanged from 2003 at $.22 per share. Basic earnings per share for the nine months ended September 30, 2004 were $.70 and diluted earnings per share year to date were $.57, down from $.89 and $.72 respectively for the first nine months of 2003. The decline in earnings per share is due in part to 473,253 new shares issued upon the exercise of warrants. This share issuance brought in approximately $3.2 million in new capital.

     Interest and fees on loans increased $1.7 million in the nine months ended September 30, 2004 over the same period of 2003 reflecting the $87.7 million increase in loans held for investment. Non –interest income totaled $20.7 million for the nine months ended September 30, 2004 compared to $26.8 million for the same period of 2003, a decrease of $6.1 million. The $6.1 million decline is due to the decrease in gains on the sale of loans.

Net Interest Income

     Net interest income, the principal source of Bank earnings, is the amount of income generated by earning assets (primarily loans and investment securities) less the interest expense incurred on interest bearing liabilities (primarily deposits used to fund earning assets). Management of the Bank strives to maximize net interest income through prudent balance sheet administration and maintaining appropriate

31

risk levels as determined by management.

     The composition of the consolidated earnings has seen a significant change over the last one year as a result of the strategies employed by the management in the banking segment and the effects of the general market conditions on the mortgage segment. In the three months ended September 30, 2004 the banking segment accounted for 84.8% of the consolidated earnings while the mortgage segment accounted for 15.2%. This compared to 45.8% and 54.2% respectively for the two segments for the same period in 2003. For the nine month period ended September 30, 2004 the banking segment accounted for 72% of the consolidated earnings while the mortgage segment contributed 28%. The earnings composition for the same period in 2003 was 33% and 67% by the banking and mortgage segments respectively. The above trend is a reflection of the managements’ strategy of utilizing strong mortgage earnings in 2003 towards the expansion of the banking staff and infrastructure designed to improve future earnings contribution by the bank. Management intends to continue with this strategy causing the banking segment to contribute the majority of future earnings.

Net interest income increased in the third quarter of 2004 to $2.9 million compared to $2.5 million for the same period in 2003. For the nine months ended September 30, 2004, net interest income totaled $8.2 million, up from $6.9 million for the same period in 2003. Net interest income depends upon the volume of earning assets and interest bearing liabilities and the associated rates. Average interest earning assets for the first nine months of 2004 increased $46.9 million to $305.2 million compared to $258.3 million in 2003. The increase is primarily due to the growth in the average loans, which increased $44.7 million. The yield on earning assets increased from 5.46% in 2003 to 5.53% in 2004, reflecting the current rate environment. Irrespective of the future interest rate environment, we expect net interest income to continue to increase as a result of our plans to grow the volumes of loans held for investment and core Bank deposits. We plan to accomplish this through continued expansion of our lending staff and client service capabilities serving local depositors.

     Total interest bearing deposits averaged $145.4 million in the first nine months of 2004 compared to $141.9 million in the same period in 2003. Borrowed funds averaged $85.4 million in the first nine months of 2004 compared to $36.7 million in the same period in 2003. The increase in deposits and borrowings funded the growth in earning assets. The average cost of interest bearing liabilities was 2.55% in the first nine months of 2004 compared to 2.74% in the same period in 2003. The reduced cost of interest bearing liabilities reflects changes in the composition of interest bearing liabilities.

32

Volume and Rate Analysis
(in thousands)

33

Yield on Average Earning Assets and Rates on Average Interest-Bearing Liabilities
(in thousands)