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Approximate date of commencement of proposed sale of securities to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

We are the bank holding company for Community Bank of Nevada, a Nevada chartered bank headquartered in Las Vegas. This is an initial public offering of 2,200,000 shares of our common stock. Of the shares of common stock being sold, we are selling 1,400,000 shares and certain selling shareholders, including certain of our directors, are selling 800,000 shares. The 800,000 shares being offered by the selling shareholders represent approximately 17% of our currently outstanding common stock. We will not receive any of the proceeds from the shares sold by the selling shareholders. All of the offered shares, including those of the selling shareholders, will be purchased by the underwriters on a firm-commitment basis.

Prior to this offering there has been no public market for our common stock. We currently estimate that the initial public offering price will be between $18.00 and $20.00 per share. See “Underwriting” for a discussion of the factors considered in determining the initial public offering price. The market price of the shares after the offering may be higher or lower than the initial public offering price. We have applied to list our common stock on the Nasdaq National Market under the symbol “CBON.”

Investing in our common stock involves risk. See “Risk Factors” beginning on page 9 to read about the factors you should consider before investing in our common stock.

We have granted an over-allotment option to the underwriters. Under this option, the underwriters may elect to purchase a maximum of 330,000 additional shares of our common stock from us at the initial offering price within 30 days following the date of this prospectus to cover over-allotment options, if any.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK SUBSIDIARY OF COMMUNITY, AND THEY ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

The underwriters expect that the shares of our common stock will be ready for delivery to purchasers on or about , 2004.

You should rely only on the information contained in this prospectus. We and the underwriters have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Until , 2005, all dealers that effect transaction of these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

This is only a summary and does not contain all the information that you should consider before investing in our common stock. You should read the entire prospectus, including “Risk Factors” and our consolidated financial statements and related notes appearing elsewhere in this prospectus, before deciding to invest in our common stock.

Unless we indicate otherwise, the number of shares as well as all share, per share and financial information in this prospectus:


	•	assumes a public offering price of $19.00 per share, which is the mid-point of the range indicated on the front cover of this prospectus;

	•	does not give effect to the use of proceeds of the offering;

	•	assumes no exercise of the underwriters’ over-allotment option to purchase any of the additional 330,000 shares of our common stock subject to that option; and

	•	has been retroactively adjusted to reflect a 5 for 1 stock split of Community Bancorp effective on September 27, 2004.

We are the bank holding company for Community Bank of Nevada, a Nevada chartered bank headquartered in Las Vegas. We deliver a complete array of commercial bank products and services with an emphasis on customer relationships and personalized service. At September 30, 2004, we had total assets of $536 million, gross loans of $388 million, total deposits of $481 million and stockholders’ equity of $37.0 million. Upon completion of this offering, measured by total assets, we will be one of the largest publicly-traded Nevada community banks.

Since our inception in July 1995, our business model has produced strong growth, including a 15.6% growth in assets for the first nine months of 2004. In addition to consistent balance sheet growth, we have been profitable every year since 1995. Our return on average equity, or ROE, and return on average assets, or ROA, for the first nine months of 2004 were 18.1% and 1.18%, respectively, with net income of $4.6 million.

In large part, our growth has been fueled by the significant growth in the greater Las Vegas area. Diminished growth of this market in the future could have a significant adverse impact on our continued growth and profitability. See “Risk Factors” for a discussion of the economic uncertainties which may hamper future growth in the market. In addition, in the short term, earnings per share and ROE may be diluted by the shares issued and net proceeds received from this offering.

We operate in Clark County, Nevada, which includes the cities of Las Vegas, North Las Vegas and Henderson. We refer to these cities as the greater Las Vegas area.

According to the U.S. Census, between 1990 and 2000 Clark County’s population grew by 6.4% on an annual basis, from 741,459 persons to 1,375,765 persons, versus the U.S. average of 1.2%. By 2003, Clark County reached a population of 1,620,378, according to the Center for Business and Economic Research based at the University of Nevada, Las Vegas, or the CBER, making it the fourth fastest growing county in the United States measured by numerical population growth. This growth has been driven by a variety of factors including a service economy associated with the hospitality and gaming industries, affordable housing, no income taxation, a growing base of senior or retirement communities and general recreational opportunities associated with a favorable climate.

We believe that the economic growth in Clark County, the population growth and the accompanying need for infrastructure presents the following opportunities:


	•	Deposit Growth Opportunities. According to the Federal Deposit Insurance Corporation, or FDIC, deposits in Clark County grew from $10 billion to $24 billion between June 1998 and June 2003, a compound annual growth rate of 19%.

	•	Loan Growth Opportunities. Increased commercial and residential development has offered more and larger lending opportunities for us.

We focus on meeting the commercial banking needs associated with the population and economic growth of the greater Las Vegas area. Our customers are generally small- to medium-sized businesses (generally representing businesses with less than $50 million in annual revenues) that require highly personalized commercial banking products and services that we deliver with an emphasis on relationship banking. We believe that our customers prefer locally managed banking institutions that provide responsive, personalized service and customized products. A substantial portion of our business is with customers who have long-standing relationships with our officers or directors or who have been referred to us by existing customers.

Historically, we have focused our lending activities on commercial real estate loans, construction loans and land acquisition and development loans, which comprised 76% of our loan portfolio at September 30, 2004. While this continues to be a large part of our business, we see significant opportunities in growing our commercial and industrial, or C&I, loans, and Small Business Administration, or SBA, loans. On the deposit side, we have focused on attracting low cost core deposits, with particular emphasis on growing our non-interest bearing demand deposits. Non-interest bearing demand deposits were 26.5% of our total deposits at September 30, 2004 compared to 18.1% at December 31, 2000.

We have five full service branches, four located in Las Vegas and one located in Henderson. Our headquarters is located at our downtown branch at 400 South 4th Street, Las Vegas, Nevada 89101 and our telephone number is (702) 878-0700. We maintain a website at www.communitybanknv.com.

We strive to be a high performing community bank holding company for the long-term benefit of our shareholders, customers and employees. The key elements of our strategy are to:


	•	Expand our franchise through acquisition or the establishment of new branches or banks in high growth markets, such as the greater Las Vegas area, or similar high growth markets in Arizona and California. We plan on opening our sixth branch in the first quarter of 2005 in Las Vegas and our strategic plan currently calls for one additional branch per year through 2009.

	•	Become a public company with a common stock that is quoted and traded on a national stock market. In addition to providing access to growth capital, we believe a “public currency” provides flexibility in structuring acquisitions and will allow us to attract and retain qualified bankers through equity-based compensation.

	•	Expand our commercial and SBA lending portfolio in an effort to diversify our customer base, increase the average maturity of our loan portfolio and increase our non-interest income. We expect to diversify our commercial loan portfolio by participating in select syndicated credits originated by other lenders and to expand our SBA portfolio by expanding our Las Vegas operation, as well as by opening additional loan production offices in other high growth markets.

	•	Continue to grow our real estate lending activities by providing competitive commercial real estate loans, construction loans, and land acquisition and development loans. With the additional capital


		provided by this offering, we will have the ability to originate larger loans to new and existing customers.

	•	Hire and retain, experienced and qualified employees to support our planned expansion of our business activities. In the short term, we are focused on expanding our SBA team as well as employing a Chief Credit Officer in order to allow Executive Vice President Lawrence Scott to focus exclusively on his duties as Chief Operating Officer.


	•	Maximize revenue opportunities by using a pricing model together with specific incentives that increases the overall profitability of each customer relationship. The pricing model assists our lenders and business development officers in achieving a “hurdle” rate that maximizes return on equity associated with each customer. For loans, the model has placed added emphasis on risk and return. For deposits, the model has helped drive an increase in non-interest bearing deposits, as well as focus us to actively manage our certificate of deposit, or CD, program to decrease the percentage of our deposit mix represented by CDs.


	•	Enhance our risk management functions by pro-actively managing sound procedures and committing experienced human resources to this effort. We seek (i) to identify risks in all functions of our business, including credit, operations and asset and liability management, (ii) to evaluate such risks and their trends and (iii) to adopt strategies to manage such risks based upon our evaluations.


	•	Maintain high asset quality by continuing to utilize rigorous loan underwriting standards and credit risk management practices.


	•	Continue to actively manage interest rate and market risks by closely matching the volume and maturity of our rate sensitive assets to our interest sensitive liabilities in order to mitigate adverse effects of rapid changes in interest rates on either side of our balance sheet.

We seek to attract and retain experienced and relationship-oriented employees. We have structured incentive programs that are intended to reward both superior production as well as adherence to our business philosophy and strategy. Our management team is focused on creating a positive work environment for all employees and fostering a productive culture. Our management team consists of the following individuals:


	•	Edward M. Jamison, a founder of Community Bank of Nevada, has been our President and Chief Executive Officer since our inception. Previously, Mr. Jamison was a founder, President and Chief Executive Officer of Nevada Community Bank from its inception in 1990 until its sale in 1993 to First Security Corporation. Prior to that Mr. Jamison had been a Senior Vice President of another First Security Corporation subsidiary in Utah from 1984 to 1989. Mr. Jamison has been involved in the banking industry for over 32 years.


	•	Lawrence K. Scott, Executive Vice President, Chief Operating Officer, and Chief Credit Officer, joined us in 2002. Prior to 2002, Mr. Scott was an Executive Vice President and Chief Credit Officer at First Security Bank Nevada from 1994 to 2001. Mr. Scott has over 20 years of experience in the banking industry, with his entire career spent in the Las Vegas market.


	•	Cathy Robinson, Executive Vice President and Chief Financial Officer, joined us in 1995 shortly after we commenced operations. With more than 25 years of experience in the banking industry,


		she previously served as a Chief Financial Officer for a community bank located in Southern California.


	•	Don F. Bigger, Executive Vice President, Credit Administration, joined us in 2002 and has over 20 years of banking experience in Southern Nevada. Prior to joining us, Mr. Bigger held lending positions with Washington Mutual Bank, Wells Fargo Bank, First Security Bank and Valley Bank of Nevada.

	•	Cassandra Eisinger, Executive Vice President and Director of Operations, joined us in 2004 to oversee operations and our branches. She previously managed the branches of Nevada State Bank, a Zions Bancorporation subsidiary, and has over 24 years of experience in the banking industry.

See “Risk Factors” beginning on page 9 for a description of material risks related to an investment in our common stock.

You should read the summary consolidated financial data set forth below in conjunction with our historical consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this prospectus. The statement of operations data for the years ended December 31, 2003, 2002 and 2001 and the financial condition data as of December 31, 2003 and 2002 have been derived from our audited financial statements included elsewhere in this prospectus. The statement of operations data for the year ended December 31, 2000 and 1999 and the financial condition data as of December 31, 2001, 2000 and 1999 have been derived from our audited financial statements that are not included in this prospectus.

During the year ended December 31, 2002, shareholders of Community Bank of Nevada exchanged their common stock in Community Bank of Nevada for common stock in the newly formed holding company, Community Bancorp. The transaction was accounted for based on historical carrying amounts. The consolidated financial statements include the accounts of Community Bancorp and its wholly owned subsidiary, Community Bank of Nevada. Year end data for 1999, 2000 and 2001 reflect financial data for Community Bank of Nevada.

Our consolidated financial information for the nine-month periods ended September 30, 2004 and 2003 is derived from our unaudited consolidated financial statements, which, in the opinion of management, includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results for such periods. Historical results are not necessarily indicative of future results and results for the nine-month period ended September 30, 2004 are not necessarily indicative of our expected results for the full year ending December 31, 2004.

We have 127,527 of outstanding stock appreciation rights, or SARs, as of September 30, 2004. A significant majority of the rights were granted in 2000 and fully vest and expire in 2005. Pursuant to the plan, each right gives the grantee the right to receive a cash payment from us equal to the excess of the fair value of our common stock, if we complete an initial public offering over the grant price of the SARs. As of September 30, 2004, the total amount included in accrued expenses related to this plan totals approximately $494,000 and the amount is based upon our book value pursuant to the plan. Upon the completion of this offering, we will accrue approximately $1.1 million of additional expense ($747 thousand net of taxes) based on using the fair value of our common stock of $19.00 (the mid-point of the range set forth on the cover page of this prospectus). Our net income, on a pro forma basis, would be $3.8 million for the nine months ended September 30, 2004 had this offering been completed on September 30, 2004. Upon completion of the offering and thereafter, the amount of expense recorded will be based on the actual fair value of Community Bancorp’s common stock. See our financial statements for more information regarding the stock appreciation rights.


(1)	Community Bank of Nevada data only. The holding company reorganization was completed August, 2002.

(2)	The dividend payout ratios for 2004 and 2003 are based on stock dividends, the ratio for 2002 is based on both stock and cash dividends, and the ratios for years prior to 2002 are based on cash dividends.

(3)	Annualized for the nine-month periods ended September 30, 2004 and 2003.

(4)	Net interest margin represents net interest income as a percentage of average interest-earning assets.

(5)	Efficiency ratio represents noninterest expenses, excluding loan loss provision, as a percentage of the aggregate of net interest income and noninterest income.

(6)	Non-performing loans are defined as loans that are past due 90 days or more plus loans placed in non-accrual status.

(7)	Non-performing assets are defined as assets that are past due 90 days or more plus assets placed in non-accrual status plus other real estate owned.

An investment in our common stock involves a high degree of risk. We describe below the material risks and uncertainties that affect our market, business and the shares offered through this prospectus. Before making an investment decision, you should carefully consider all of these risks and all other information contained in this prospectus. If any of these risks were to happen, either by themselves or in some combination, the value of our common stock could decline significantly, and you could lose all or part of your investment. The order of these risk factors does not reflect their relative importance or likelihood of occurrence.

A deterioration in economic conditions and a slow down in growth generally, and a slowdown in gaming and tourism activities in particular, could adversely affect our business, financial condition, results of operations and prospects. Such a deterioration could result in a variety of adverse consequences to us, including a reduction in net income and the following:


	•	Loan delinquencies may increase, which would cause us to increase loan loss provisions;

	•	Problem assets and foreclosures may increase, which could result in higher operating expenses, as well as possible increases in our loan loss provisions;

	•	Demand for our products and services may decline including specifically, the demand for loans, which would cause our revenues, which include net interest income and noninterest income, to decline; and

	•	Collateral for loans made by us may decline in value, reducing a customer’s borrowing power, and reducing the value of assets and collateral associated with our loans, which could cause decreases in net interest income and increasing loan loss provisions.

Our assets have enjoyed substantial growth with an annual compounded growth rate of 27.8% for the five year period ending December 31, 2003. In large part, our growth has been fueled by the significant growth in the greater Las Vegas area. Diminished growth of this market in the future could have a significant adverse impact on our continued growth and profitability.

While the current economic forecasts prepared by CBER remain optimistic about the future growth of Las Vegas, albeit at lower growth rates than have recently been experienced, there are uncertainties in the economy, besides tourism and gaming discussed below, such as limitations on water, the continued measured availability of land from the Bureau of Land Management, infrastructure strains, increasing costs of housing, and tax and budgetary pressures, which may hamper future growth.

Our business is currently concentrated in the greater Las Vegas area which has an economy unique in the United States for its level of dependence on services and industries related to gaming and tourism. Any event that negatively impacts the tourism or gaming industry will adversely impact the Las Vegas economy.

Gaming and tourism revenue (whether or not such tourism is directly related to gaming) is vulnerable to various factors. A prolonged downturn in the national economy could have a significant adverse effect

on the economy of the Las Vegas area. Virtually any development or event that could dissuade travel or spending related to gaming and tourism, whether inside or outside of Las Vegas, could adversely affect the Las Vegas economy. In this regard, the Las Vegas economy is more susceptible than the economies of other cities to issues such as higher gasoline and other fuel prices, increased airfares, unemployment levels, recession, rising interest rates, and other economic conditions, whether domestic or foreign.

Future development in the greater Las Vegas area is subject to the availability of water. According to the Rocky Mountain Institute, Las Vegas has one of the highest per-capita rates of water consumption in the nation. Based upon an August 2003 U.S. Geological Survey, inflows into Lake Mead and Lake Powell on the Colorado River have been below average since the start of a persistent drought in the western United States in 2000. In 2003, Lake Mead, the primary water supply for Las Vegas, dropped to its lowest level in more than three decades. We cannot assure that governmental officials will not impose building moratoriums, restrictive building requirements, water conservation measures, or other measures to address water shortages in the future. Such restrictions could curtail future development, which has been a source of growth in our loan portfolio, or make living conditions less desirable than current conditions, which could reduce the influx of new residents from current levels.

Land values in Nevada are influenced by the amount of land sold by the federal Bureau of Land Management, which controls 67% of Nevada’s land, according to the Nevada State Office of the Bureau of Land Management. Changes to the federal Bureau of Land Management distribution policies on Nevada land could adversely affect the value of Nevada real estate.

At September 30, 2004, 83% of our loan portfolio was comprised of loans secured by real estate. Raw land loans, which are included in the categories below, represent approximately 15% of our total loans secured by real estate. Of the loans secured by real estate, approximately:


	•	47.4% are construction loans;

	•	44.4% are commercial real estate loans; and

	•	8.2% are residential real estate loans.

These real estate-secured loans are concentrated in the greater Las Vegas area. A downturn in the local economy could have a material adverse effect on a borrower’s ability to repay these loans due to either loss of borrower’s employment or a reduction in borrower’s business. Further, such reduction in the local economy could severely impair the value of the real property held as collateral. As a result, the value of real estate collateral securing our loans could be reduced. Our ability to recover on defaulted loans by foreclosing and selling the real estate collateral would then be diminished and we would be more likely to suffer losses on defaulted loans.

Gaming and tourism are also susceptible to certain political conditions or events, such as military hostilities and acts of terrorism, whether domestic or foreign. The effects of the terrorist attacks of September 11, 2001, on gaming and tourism in Las Vegas were substantial for a few months. Reduced civilian air traffic in large part caused a reduction in revenue and employee layoffs in many hotels and casinos. This resulted in a substantial loss of revenues for these businesses. Any direct attack on locations in Las Vegas would likely have an even greater adverse impact on our local economy.

Las Vegas competes with other areas of the country for gaming revenue, and it is possible that the expansion of gaming operations in other states, as a result of changes in laws or otherwise, could significantly reduce gaming revenue in the greater Las Vegas area. This is particularly true of gaming operations in California, a state from which Nevada generally, and Las Vegas in particular, draw substantial year-round visitors. Agreements negotiated between the State of California and certain Indian tribes as well as other proposals currently under consideration in California may result in substantial additional casinos throughout the state. In addition, other California legislative proposals could permit an expansion of gaming activities allowed in card clubs, including the addition of slot machines. A dramatic growth in casino gaming in California or other states could have a substantial adverse effect on gaming revenue in Nevada, including the Las Vegas area, which would adversely affect the Las Vegas economy and our business.

Our future success involves both our ability to grow and our ability to manage such growth. Additionally, we must continue to manage the risks inherent in the banking business. We may not be able to sustain our historical growth rates, be able to grow at all, or successfully manage any growth, whether or not the greater Las Vegas area economy continues to grow. This could result in a variety of adverse consequences to us, including the following:


	•	Inability to realize any benefit from our investment of resources made to support our future growth;

	•	Failure to attract or retain experienced commercial bankers or other key employees;

	•	Inability to maintain adequate controls and systems; and

	•	Failure to comply with applicable federal, state and local laws, rules and regulations.

We have grown from $183 million in total assets, $148 million in gross loans and $166 million in total deposits at December 31, 1999, to $536 million in total assets, $388 million in gross loans and $481 million in total deposits at September 30, 2004. Our business strategy calls for, among other things:


	•	continued growth of our assets, loans, deposits and customer base;

	•	expansion through acquisition or the establishment of new branches or banks in high growth markets, such as the greater Las Vegas area, or similar high growth markets in Arizona and California;


	•	recruitment of experienced commercial bankers and other key employees; and

	•	effective leveraging of our capital.

However, we may encounter unanticipated obstacles in implementing our strategy. If we are unable to expand our business, as we anticipate based on our strategic plan, we may not be able to maintain profitability, and there can be no assurance that we will be able to sustain our historical growth rates.

Growth through acquisitions of banks represents a component of our business strategy. At this time, we have no agreements or understandings to acquire any such bank or banks. Any future acquisitions will be, accompanied by the risks commonly encountered in acquisitions. These risks include, among other things:


	•	difficulty of integrating the operations and personnel of acquired banks and branches;

	•	potential disruption of our ongoing business;

	•	inability of our management to maximize our financial and strategic position by the successful implementation of uniform product offerings and the incorporation of uniform technology into our product offerings and control systems; and

	•	inability to maintain uniform standards, controls, procedures and policies and the impairment of relationships with employees and customers as a result of changes in management.

We cannot assure you that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions. Our inability to improve the operating performance of acquired banks or to integrate successfully their operations could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we could incur substantial expenses, including the expenses of integrating the business of the acquired bank with our existing business.

We expect that competition for appropriate candidates may be significant. We may compete with other banks or financial service companies with similar acquisition strategies, many of which may be larger or have greater financial and other resources than we have. The purchase price of banks that might be attractive acquisition candidates for us may significantly exceed the fair values of their net assets. As a result, material goodwill and other intangible assets would be required to be recorded. We cannot assure you that we will be able to successfully identify and acquire suitable banks on acceptable terms and conditions.

Depending upon the structure of an acquisition and the consideration we may utilize, we may not seek your approval as a shareholder. Further, acquisitions may be structured to include cash consideration that may result in the depletion of a substantial portion of our available cash.

Besides the acquisition of existing financial institutions, we may consider the organization of new banks in high growth areas, especially in markets outside of the greater Las Vegas area such as California or Arizona. To date we have not specifically identified any market area where we plan to organize a new bank. Any organization of a new bank carries with it numerous risks, including the following:


	•	The inability to obtain all required regulatory approvals;

	•	Significant costs and anticipated operating losses during the application and organizational phases, and the first years of operations of the new bank;


	•	The inability to secure the services of qualified senior management;

	•	The local market may not accept the services of a new bank owned and managed by a bank holding company headquartered outside of the market area of the new bank; and

	•	The additional strain on management resources and internal systems and controls.

The greater Las Vegas area is experiencing a period of rapid growth, placing a premium on highly qualified employees in a number of industries, including the financial services industry. Our business plan includes, and is dependent upon, our hiring and retaining highly qualified and motivated executives and employees at every level, including a chief credit officer, SBA management and support staff, experienced loan originators and branch managers. We expect to experience substantial competition in our endeavor to identify, hire and retain the top-quality employees. If we are unable to hire and retain qualified employees in the near term, we may be unable to successfully execute our business strategy and/or be unable to successfully manage our growth.

We believe that we have built our management team and personnel, and established an infrastructure, to support our current size. Our future success will depend on the ability of our executives and employees to continue to implement and improve our operational, financial and management controls and processes, reporting systems and procedures, and to manage a growing number of client relationships. We may not be able to successfully implement improvements to our management information and control systems and control procedures and processes in an efficient or timely manner. In particular, our controls and procedures must be able to accommodate an increase in expected loan volume and the infrastructure that comes with new branches.

We cannot assure you that our growth strategy will not place a strain on our administrative and operational infrastructure. If we are unable to locate additional personnel and to manage future expansion in our operations, we may experience compliance and operational issues, have to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth, any one of which could adversely affect our business.

We believe that our success to date and our prospects for success in the future are substantially dependent on our senior management team, which includes our President and Chief Executive Officer, our Chief Operating Officer, our Chief Financial Officer, our Executive Vice President for Credit Administration and our Executive Vice President, Director of Operations. The loss of the services of any of these persons could have an adverse effect on our business. We recently entered into employment agreements with our President and Chief Executive Officer, our Chief Operating Officer and our Chief Financial Officer. In light of the relatively small pool of persons involved in the greater Las Vegas area banking industry, we could have difficulty replacing any of our senior management team or senior officers with equally competent persons who are also familiar with our market area.

Upon completion of this offering, we will be a public company and, for the first time in our history, the reporting requirements of the Securities Exchange Act of 1934, as amended and the Sarbanes-Oxley Act of 2002, or SOX, and related regulations will be applicable to our operations. Despite our doing business in a highly regulated environment, these laws and regulations have vastly different requirements

for compliance than we have previously experienced. Our expenses related to services rendered by our accountants, legal counsel and consultants will increase in order to ensure compliance with these laws and regulations that we will be subject to as a public company. In addition, it is possible that the sudden application of these requirements to our business will result in some cultural adjustments and strain our management resources.

To date, we have not conducted a comprehensive review and confirmation of the adequacy of our existing systems and controls as will be required under Section 404 of SOX, and will not do so until after the completion of this offering. We may discover deficiencies in existing systems and controls. If that is the case, we intend to take the necessary steps to correct any deficiencies, and such steps may be costly and may strain our management resources.

Commercial banking in the greater Las Vegas area is a highly competitive business. Increased competition in our market may result in reduced loans and deposits. We compete for loans and deposits primarily with the local offices of major banks. We compete with other community banks in our market for customers as well. We also compete with credit unions, small loan companies, insurance companies, mortgage companies, finance companies, brokerage houses, other financial institutions and out-of-state financial intermediaries, some of which are not subject to the same degree of regulation and restriction as us and some of which have financial resources greater than us. Technological advances continue to contribute to greater competition in domestic and international products and services. Ultimately, we may not be able to compete successfully against current and future competitors.

A significant source of risk arises from the possibility that losses could be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loans. The underwriting and credit monitoring policies that we have adopted to address this risk may not prevent unexpected losses that could have a material adverse affect on our business. Most of our loans, or approximately 83%, are secured by real estate. Community Bank of Nevada’s legal lending limit is approximately $13 million. At September 30, 2004, we had 102 loans in excess of $1 million each, totaling $255 million. These loans comprise approximately 10.6% of our loan portfolio by number of loans and 65.7% by total loans outstanding. Our average loan size at September 30, 2004 was $368,000 (excluding credit card, overdraft and purchased participation loans). This relatively large average loan size, while an advantage from a cost generation standpoint, can adversely impact us if one or more of these larger loans becomes delinquent, unstable, impaired, uncollectible or inadequately collateralized.

Like all financial institutions, we maintain an allowance for loan losses to provide for loan defaults and non-performance. Our allowance for loan losses may not be adequate to cover actual loan losses, and future provisions for loan losses could materially and adversely affect our business. Our allowance for loan losses is based on our prior experience and peer bank experience, as well as an evaluation of the known risks in the current portfolio, composition and growth of the loan portfolio and economic factors. The determination of the appropriate level of loan loss allowance is an inherently difficult process and is based on numerous assumptions. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond our control and these losses may exceed current estimates. We cannot assure you that we will not increase the allowance for loan losses further or that regulators will not require us to increase this allowance. Either of these occurrences could adversely affect our business and prospects.

The shares of our common stock and the use of the proceeds from such sale provide certain unique risks to the investor, including:


	•	Our use of proceeds for corporate purposes that may not increase our market value or make us profitable; and

	•	Our common stock price, after the completion of this offering, may trade below the initial public offering price.

Although we plan to use the net proceeds from this offering for expansion purposes, including possible acquisitions or organizations of financial institutions, we have not designated the amount of net proceeds we will use for any particular purpose. Accordingly, our management will have broad discretion as to the application of the net proceeds and could use them for purposes other than those contemplated at the time of this offering. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase our market value or make us profitable.

One of the principal reasons for our raising the capital in this offering is to be able to create a source of funds to be used for establishing and/or acquiring other banks in the greater Las Vegas area or similar high growth markets in Arizona and California. If we are not successful in our strategy of opening new branches or organizing new banks and/or acquisitions of other financial institutions, our market value and profitability may suffer.

Prior to this offering, there has been no public market for our common stock. The offering price for our common stock in this offering will be determined by negotiations between us and the underwriter. Among the factors to be considered in determining the offering price of our common stock, in addition to prevailing market conditions, will be our historical performance, estimates regarding our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to the market value of companies in our industry. The public offering price of our common stock may bear no relationship to the price at which our common stock will trade upon completion of this offering. You may not be able to resell your shares at or above the initial public offering price.

Investors purchasing shares of our common stock in this offering will pay more for their shares than the amount paid by existing shareholders who acquired shares prior to this offering. If you purchase common stock in this offering, you will incur immediate dilution in pro forma net tangible book value of approximately $9.16 per share, assuming an initial public offering price of $19.00 per share (the midpoint of the range set forth on the cover page of this prospectus). If the holders of outstanding stock options exercise those options, you will incur further dilution. For more information, see “Dilution.”

We have applied to list our common stock for quotation on the Nasdaq National Market under the symbol “CBON.” However, there can be no assurance that an established and liquid market for our common stock will develop on Nasdaq, or that a market will continue if one does develop. Keefe, Bruyette & Woods, Inc. and D.A. Davidson & Co. have advised us that they intend to make a market in our common stock and assist us in obtaining additional market makers for our common stock. However, you should be aware that neither the underwriters nor any other market makers are obligated to make a market in such shares, and any such market making may be discontinued at any time in the sole discretion of each market maker making such market. In addition, we estimate that following this offering, approximately 20% of our outstanding common stock will be owned by our executive officers and directors. The substantial amount of common stock that is owned by our executive officers and directors may adversely affect the development of an active and liquid trading market.

The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market after this offering, or even the perception that such sales could occur. We have agreed not to, and our directors, executive officers and principal shareholders have also agreed not to, offer or sell any of our shares of common stock for 180 days following the date of this prospectus. Notwithstanding these “lock-up” arrangements, our officers and directors and principal shareholders (greater than 5% owners) will own approximately 2,005,596 shares after completion of this offering, or 32.8% of our outstanding common stock if the underwriters exercises their over-allotment option in full. Sales of these shares or other shares owned by our affiliates may adversely affect the price of our common stock and the market for our common stock. While there are regulations regarding the sale of shares by insiders, we do not control their decisions to sell shares or the timing of their sales. See “Shares Eligible For Future Sale.”

Various provisions of our articles of incorporation and by-laws could delay or prevent a third-party from acquiring us, even if doing so might be beneficial to our shareholders. These provisions provide for, among other things, advance notice for nomination of directors and limitations on the ability of shareholders to call a special meeting of shareholders, which can make minority shareholder representation on the board of directors more difficult to establish.

Our business also presents other risks that are generally common to the banking industry.

We are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations. Because our business is highly regulated, the laws, rules and regulations applicable to us are subject to regular modification and change. There are currently proposed various laws, rules and regulations that, if adopted, would impact our operations. We cannot assure you that these proposed laws, rules and regulations or any other laws, rules or regulations will not be adopted in the future, which could adversely affect our business, financial condition, results of operations or cash flows.

Our profitability is dependent to a large extent upon net interest income, which is the difference, or spread, between the interest earned on loans, securities and other interest-earning assets and interest paid on deposits, borrowings and other interest-bearing liabilities. Because of the differences in maturities and repricing characteristics of our interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest paid on interest-earning liabilities. Accordingly, fluctuations in interest rates could adversely affect our interest rate spread and, in turn, our profitability. We cannot assure you that we can minimize our interest rate risk.

In addition, interest rates also affect the amount of money we can lend. When interest rates rise, the cost of borrowing also increases. Therefore, changes in levels of market interest rates could materially and adversely affect our net interest spread, asset quality, loan origination volume, business and prospects.

About 83% of our outstanding loan portfolio at September 30, 2004 was secured by real estate. In the course of our business, we may foreclose and take title to real estate, and could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to investigate or clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect our business and prospects.

This prospectus contains certain forward-looking statements, which are not historical facts, but rather predictions. These statements may include statements regarding projected performance for periods following the completion of this offering. These statements can generally be identified by use of phrases such as “believe,” “expect,” “will,” “should,” “anticipate,” “estimate,” “intend,” “plan,” “foresee,” or other words of similar import. Similarly, statements that describe our future financial condition, results of operations, objectives, strategies, plans, goals or future performance and business are also forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, including, but not limited to, those described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and other parts of this prospectus that could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Actual results may differ from expectations due to many factors beyond our ability to control or predict.

If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this prospectus. Therefore, we caution you not to place undue reliance on our forward-looking information and statements.

You should read this prospectus and the documents that we reference in this prospectus and that are filed as exhibits to the registration statement on Form S-1, of which this prospectus is a part, that we have filed with the SEC, completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. We do not undertake any obligation to release publicly our revisions to such forward-looking statements to reflect events or circumstances after the date of this prospectus.

This prospectus relates to shares of our common stock being offered by us and by the selling shareholders. We will not receive any proceeds from the 800,000 shares sold in the offering by the selling shareholders.

Our net proceeds from the sale of our shares are expected to be $24.0 million (or $29.8 million if the underwriters’ over-allotment option is exercised in full) assuming an initial public offering price of $19.00 per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting the underwriters’ discounts and estimated offering expenses.

We plan to use the net proceeds from this offering for expansion purposes in the greater Las Vegas area or similar high growth markets in Arizona and California. We expect to explore opportunities for, and engage in discussion relating to, potential acquisitions of financial institutions and related businesses in the greater Las Vegas area market and similar high growth markets outside the state. Additionally, we may review other high growth markets to determine the feasibility of establishing additional subsidiary banks if acquisitions in such markets are not feasible. We do not currently have any agreement or definitive plans relating to any acquisition or new bank formations or for the use of any portion of the proceeds from this offering for such purpose.

We do not currently plan to contribute any of the net proceeds from this offering to the capital of Community Bank of Nevada.

The amounts actually expended for working capital purposes may vary significantly and will depend on a number of factors, including the amount of our future revenues and other factors described in “Risk Factors.” Accordingly, our management will retain broad discretion in the allocation of the net proceeds of this offering. Pending these uses, we expect to invest the proceeds in short-term, investment-grade investments or to purchase loan participations from Community Bank of Nevada or other institutions.

Prior to this offering there has been no public market for our common stock. Our common stock has been traded, from time to time, by individuals on a negotiated basis between the parties. The following table sets forth those trades since January 1, 2003 through November 23, 2004 of which we have knowledge, including the quarter in which the trades occurred, the aggregate number of shares traded during such quarter and the range of sales price per share:

We have applied to have our common stock listed on the Nasdaq National Market under the symbol “CBON.”

We have not declared a cash dividend since 2002 as we have used our current and retained earnings to support our rapid and continued growth. We do not foresee any circumstances in the immediate future in which we would consider paying cash dividends on our common stock. Additionally, we intend to discontinue paying stock dividends which we commenced in 2002.

Under Nevada law, a corporation may not pay a dividend if, after giving effect to the dividend, (i) the corporation would not be able to pay its debts as they become due, or (ii) the corporation’s assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporations were to be dissolved at the time of distribution, to satisfy the dissolution rights of any preferred shareholders.

Additionally, our junior subordinated debt agreement contains a provision which prohibits our paying dividends if we have deferred payment of interest on outstanding trust preferred securities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We are a legal entity separate and distinct from Community Bank of Nevada. Since we are a holding company with no significant assets other than Community Bank of Nevada, we will be dependent upon dividends from Community Bank of Nevada for cash with which to pay dividends when, and if, our dividend policy changes. Further, federal and state banking regulations place certain restrictions on dividends paid by Community Bank of Nevada to Community Bancorp. At September 30, 2004, Community Bank of Nevada’s retained earnings available for the payment of dividends was approximately $16 million. In addition, dividends paid by Community Bank of Nevada to Community Bancorp would be prohibited if the effect thereof would cause Community Bank of Nevada’s capital to be reduced below applicable minimum capital requirements. For a discussion of the regulatory limitations on Community Bank of Nevada’s ability to pay dividends, see “Supervision and Regulation — Federal and State Regulation of Community Bank of Nevada — Dividends.”

The following table sets forth our capitalization as of September 30, 2004 on an actual and pro forma basis. The pro forma basis is adjusted to reflect the following:



	(i)	receipt and application by us of the estimated net proceeds from our sale of 1,400,000 shares of our common stock in this offering, assuming no exercise of the underwriters’ over-allotment option, at an assumed public offering price of $19.00 per share (the midpoint of the range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions and the estimated offering expenses; and


	(ii)	certain adjustments for stock appreciation rights, or SARs. We have 127,527 of outstanding SARs as of September 30, 2004. A significant majority of the rights were granted in 2000 and fully vest and expire in 2005. Pursuant to the plan, each right gives the grantee the right to receive a cash payment from us equal to the excess of the exercise price of the SAR over the grant price of the SAR. The plan provides that the exercise price to be based upon the book value of our common stock at the time of the exercise. The plan also provides for the exercise price to be based upon the fair value of our common stock should we complete an initial public offering. As of September 30, 2004, the total amount included in accrued expenses related to this plan totals approximately $494,000 and the amount is based upon our book value. Upon the completion of this offering, we will accrue approximately $1.1 million of additional expense ($747 thousand net of taxes) based on using the fair value of our common stock of $19.00 (the mid-point of the range set forth on the cover page of this prospectus). Our retained earnings, on an as adjusted basis, would decrease by $747 thousand had the initial public offering been completed on September 30, 2004. Upon completion of the offering and thereafter, the amount of expense recorded will be based on the actual fair value of Community Bancorp’s common stock. See our financial statements for more information regarding the stock appreciation rights.

You should read this table in conjunction with the financial statements and the other financial information included in this prospectus.


(1)	The number of authorized shares and the number of outstanding shares have been adjusted as a result of a 5 for 1 stock split effective on September 27, 2004.

(2)	The net proceeds from our sale of common stock in this offering are presumed to be invested in 0% risk weighted U.S. Treasury bonds for purposes of as adjusted risk-based regulatory capital ratios.

If you invest in our common stock, you will suffer dilution to the extent the initial public offering price per share of our common stock exceeds the tangible book value of our common stock immediately after this offering. The tangible book value of our common stock as of September 30, 2004 was approximately $37 million, or $7.83 per share of common stock (as adjusted for the stock split). The tangible book value per share, as adjusted, represents stockholders’ equity divided by the 4,726,860 shares of our common stock outstanding as of that date (as adjusted for the stock split and as adjusted for stock appreciation rights plan)⁽¹⁾.

After giving effect to the issuance and sale of 1,400,000 shares of our common stock in this offering and our receipt of approximately $24 million in net proceeds from such sale, based on an assumed public offering price of $19.00 per share (the midpoint of the range set forth on the cover page of this prospectus), and after deducting the underwriters’ discounts and commissions and the estimated expenses of the offering, our as adjusted tangible book value as of September 30, 2004 would have been approximately $60.3 million, or $9.84 per share. This amount represents an immediate increase in tangible book value per share of $2.17 to existing shareholders and an immediate dilution of $9.16 per share to purchasers of our common stock in this offering. Dilution is determined by subtracting the tangible book value per share as adjusted for this offering from the amount of cash paid by a new investor for a share of our common stock.

The following table illustrates the per share dilution as of September 30, 2004:

(1)

We have 127,527 of outstanding stock appreciation rights, or SARs, as of September 30, 2004. A significant majority of the rights were granted in 2000 and fully vest and expire in 2005. Pursuant to the 2000 Stock Appreciation Rights Plan, or the SAR Plan, each right gives the grantee the right to receive a cash payment from us equal to the excess of the exercise price of the SAR over the grant price of the SAR. The SAR Plan provides that the exercise price to be based upon the book value of our common stock at the time of the exercise. The SAR Plan also provides for the exercise price to be based upon the fair value of our common stock should we complete an initial public offering. As of September 30, 2004, the total amount included in accrued expenses related to the SAR Plan totals approximately $494,000 and the amount is based upon our book value. Upon the completion of this offering, we will accrue approximately $1.1 million of additional expense ($747 thousand net of taxes) based on using the fair value of our common stock of $19 (the mid-point of the range set forth on the cover page of this prospectus). The retained earnings of Community Bancorp, on an as adjusted basis, would decrease by $747 thousand had the initial public offering been completed on September 30, 2004. Upon completion of the offering and thereafter, the amount of expense recorded will be based on the actual fair value of Community Bancorp’s common stock. See our financial statements for more information regarding the SARs.

The following table summarizes as of September 30, 2004, the total number of shares of common stock purchased from us and certain selling shareholders, and the total consideration paid to us by existing shareholders and new investors for our common stock, before deducting underwriting discounts and commissions and estimated offering expenses, and the average price per share paid by existing shareholders and by new investors who purchase shares of common stock in this offering at the assumed initial public

The shares of common stock outstanding exclude shares of common stock reserved for issuance under our stock option plan of which 429,601 shares (as adjusted) were subject to outstanding options as of the date hereof. To the extent that options are exercised or other share awards are made under our stock option plan, there will be further dilution to new investors.

You should read the following discussion and analysis of our financial condition and results of operations together with “Selected Consolidated Financial and Other Data” and our financial statements and related notes appearing elsewhere in this prospectus. This discussion and analysis may contain forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Since we commenced operations in 1995, we have experienced strong growth and profitability. Our growth is fueled by the significant population and economic growth of the greater Las Vegas area where we operate. The growth in the greater Las Vegas area has accompanied significant investments in the gaming and tourism industry. The significant population increase has resulted in an increase in the acquisition of raw land for residential and commercial development, the construction of residential communities, shopping centers and office buildings, and the development and expansion of the businesses and professions that provide essential goods and services to this expanded population. Our results have been influenced by the following strategies; which we implemented in order to benefit from these market factors:


	•	Provide competitive commercial real estate loans, construction loans and land acquisition, development loans, and C&I loans to high quality borrowers;

	•	Focus and commitment to profitable banking relationships;

	•	Encourage business development of profitable customer relationships with a “pay for performance” compensation culture;

	•	Reduce our cost of funds by attracting a higher share of non-interest bearing deposit accounts;

	•	Maintain disciplined controls over non-interest expense in order to consistently grow on a profitable basis;

	•	Strengthen our underwriting standards and credit administration functions as well as increase lending capacity by the growth in capital base; and

	•	Add seasoned professionals to the staff with banking expertise, local market knowledge and a network of client relationships.


(1)	Ratios for the nine months ended September 30, 2004 and 2003 have been annualized for comparative purposes.


	•	Return to Our Shareholders;

	•	Return on Average Assets;

	•	Asset Quality;

	•	Asset Growth; and

	•	Operating Efficiency.

Return to Our Shareholders. Our return to our shareholders is measured in the form of return on average equity, or ROE. Our net income for the nine months ended September 30, 2004 increased 34.4% to $4.6 million compared to $3.4 million for the nine months ended September 30, 2003. Net income increased due to an increase in net interest income and a decrease in loan loss provision, partially offset by an increase in operating expenses. Basic EPS increased to $0.98 for the nine months ended September 30, 2004 compared to $0.74 for the nine months ended September 30, 2003. Diluted EPS increased to $0.95 for the nine months ended September 30, 2004 compared to $0.72 for the nine months ended September 30, 2003. Our increase in net income drove our ROE to 18.1% for the nine months ended September 30, 2004 compared to 15.8% for the nine months ended September 30, 2003. Our average ROE for the three years ended December 31, 2003 was 17.3%.

Return on Average Assets. Our return on average assets, or ROA, is a measure we use to compare our performance with other banks and bank holding companies. Our ROA for the nine months ended September 30, 2004 increased to 1.18% compared to 1.06% for the nine months ended September 30, 2003. The increase in ROA is due to the increase in net income relative to our increase in average assets. Our average ROA for the three years ended December 31, 2003 was 1.20%.

Asset Quality. For all banks and bank holding companies, asset quality has a significant impact on the overall financial condition and results of operations. Asset quality is measured in terms of non-performing loans and assets as a percentage of total loans and total assets, and net charge-offs as a percentage of average loans. These measures are key elements in estimating the future earnings of a company. Non-performing loans totaled $1.3 million as of September 30, 2004 compared to $2.3 million at December 31, 2003. Non-performing loans as a percentage of total loans decreased to 0.34% as of September 30, 2004 compared to 0.66% at December 31, 2003. Non-performing assets were $3.5 million

as of September 30, 2004 compared to $3.5 million as of December 31, 2003. Non-performing assets as a percent of total assets were 0.65% as of September 30, 2004 compared to 0.76% at December 31, 2003. For the nine months ended September 30, 2004 net charge-offs to average loans were 0.05% as compared to 0.31% for the year ended December 31, 2003. The average net charge-offs to average loans for the three years ended December 31, 2003 was 0.38%.

Asset Growth. As revenues from both net interest income and non-interest income are a function of asset size, the continued growth in assets has a direct impact on increasing net income and EPS. The majority of our assets are loans, and the majority of our liabilities are deposits, and therefore the ability to generate loans and deposits are fundamental to our asset growth. Total assets increased 15.6% during the first nine months of 2004 from $463 million as of December 31, 2003 to $536 million as of September 30, 2004 and grew 23.5% on a compound annual growth rate, or CAGR, basis between December 31, 2001 and December 31, 2003. Total deposits increased 19.3% to $481 million as of September 30, 2004 compared to $404 million as of December 31, 2003 and had a CAGR of 20.6% between December 31, 2001 and December 31, 2003. Gross loans increased 10.9% to $388 million as of September 30, 2004 compared to $350 million as of December 31, 2003. Loans had a CAGR of 19.0% between December 31, 2001 and December 31, 2003. See “Trends and Developments Impacting Our Recent Results.”

Operating Efficiency. Operating efficiency is the measure of how efficiently earnings before taxes are generated as a percentage of revenue. Our efficiency ratio (operating expenses divided by net interest income plus non-interest income) remained relatively constant at 58.7% for the first nine months of 2004 compared to 58.7% for the same period in 2003. Our average efficiency ratio for the three years ended December 31, 2003 was 54.4%.

Our accounting policies are integral to understanding the financial results reported. Our most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. We have established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of our current accounting policies involving significant management valuation judgments.

Allowance for Loan Losses. The allowance for loan losses represents our best estimate of the probable losses inherent in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged off, net of recoveries.

We evaluate our allowance for loan losses monthly. We believe that the allowance for loan losses, or ALLL, is a “critical accounting estimate” because it is based upon management’s assessment of various factors affecting the collectibility of the loans, including current economic conditions, past credit experience, delinquency status, the value of the underlying collateral, if any, and a continuing review of the portfolio of loans. For a discussion of the allowance and our methodology, see “Financial Condition — Allowance for Loan Losses.”

Like all financial institutions, we maintain an ALLL based on a number of quantitative and qualitative factors, including levels and trends of past due and non-accrual loans, asset classifications, loan grades, change in volume and mix of loans, collateral value, historical loss experience, peer group loss experience, size and complexity of individual credits and economic conditions. Provisions for loan losses are provided on both a specific and general basis. Specific allowances are provided for impaired credits for which the expected/anticipated loss is measurable. General valuation allowances are based on a portfolio segmentation based on risk grading, with a further evaluation of various quantitative and qualitative factors noted above.

We incorporate statistics provided through the FDIC regarding loss percentages experienced by banks in the western United States, as well as an internal five-year loss history to establish potential risk based

on collateral type securing each loan. As an additional comparison, we examine local peer group banks to determine the nature and scope of their losses to date. Such examination provides a geographic-and size-specific flavor for trends in the local banking community. Finally, we closely examine each credit graded “Special Mention” and below to individually assess the appropriate loan loss reserve for a particular credit. See “Business — Classified Assets” for further description of our grading system.

We periodically review the assumptions and formulae by which additions are made to the specific and general valuation allowances for losses in an effort to refine such allowances in light of the current status of the factors described above.

Although we believe the levels of the allowance as of September 30, 2004 and December 31, 2003 and 2002, were adequate to absorb probable losses in the loan portfolio, a decline in local economic, or other factors, could result in increasing losses that cannot be reasonably predicted at this time.

Available for Sale Securities. Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, requires that available-for-sale securities be carried at fair value. We believe this is a “critical accounting estimate” in that the fair value of a security is based on quoted market prices or if quoted market prices are not available, fair values are extrapolated from the quoted prices of similar instruments Management utilizes the services of a reputable third party vendor to assist with the determination of estimated fair values. Adjustments to the available-for-sale securities fair value impact the consolidated financial statements by increasing or decreasing assets and stockholders’ equity.

Certain trends emerged and developments have occurred that are important in understanding our recent results and that are potentially significant in assessing future performance.


	•	Diversification of the loan portfolio. After significant loan growth from year to year since our inception, our loan growth rate of 10.9% for the first nine months of 2004 was lower when compared to historical results. This occurred despite our generating a high volume of new loans and new loan commitments. We originated $294 million in new loans for the nine months ended September 30, 2004 compared to $196 million during the same period in 2003. The decrease in our loan growth rate resulted in part from the continuation of historically low interest rate levels causing significant borrower refinancing of commercial real estate and one to four single family residence loans. In addition, rapidly increasing values for raw land in the greater Las Vegas area motivated many of our customers to sell their properties and prepay their loans rather than develop them as initially planned. Historically, we would often finance land acquisition loans, which in turn would generate construction and permanent financing loans for the same parcel. As a result of these changes, we made a strategic decision to lower our exposure to land loans until values stabilize.


	Additionally, during the first nine months of 2004, we engaged in a campaign to identify and restructure a significant portion of the loan portfolio in order to slow the pace of refinancing activity to a level more consistent with desired growth rates, portfolio yields and market risk profile. We decided to seek greater diversification in the loan portfolio by expanding our commercial loan portfolio and enhancing our generation of SBA loans. Such actions are expected to expand our customer base, increase the average maturity of the loan portfolio and diversify our lending risk.

	The impact of these decisions did not have a material impact on our results for the nine months ended September 30, 2004 and we expect that the diversification of our loan portfolio will be a multi-year task.


	•	Restructuring of deposit mix. The ratio of our average non-interest-bearing deposits to average total deposits increased to 24.4% for the year ended December 31, 2003 from 19.7% for 2002, while our average CDs as a percentage of average total deposits decreased to 35.9% for the year ended December 31, 2003 from 45.8% in the prior year. This trend continued in the first nine months of 2004 as our ratio of average non-interest-bearing deposits to average total deposits increased to


		26.6% from 23.6% for the same period 2003 and our average CDs as a percentage of average total deposits decreased to 27.8% for the nine months ended September 30, 2004 from 36.8% during the same period in the prior year.

During the third quarter of 2003, we began using a new loan and deposit pricing model to attract lower cost deposits and decrease our reliance on CDs. We also initiated an incentive plan for our business development officers that rewarded profitable relationships, a key component of which is attracting non-interest-bearing demand deposits. The result was a broad decline in the average rates paid on deposit balances, as well as a change in our deposit mix. We expect to continue to emphasize the growth of demand and other core deposits as part of our pricing model and as part of our relationship banking emphasis.


	•	Asset sensitivity. Management uses various modeling strategies to manage the repricing characteristics of our assets and liabilities. These models contain a number of assumptions and can not take into account all the various factors that influence the sensitivities of our assets and liabilities. Despite these limitations, all our models at September 30, 2004 indicated that our balance sheet was asset sensitive. This means that a larger amount of our interest sensitive assets will reprice within certain time horizons than will our interest sensitive liabilities. Being asset sensitive means generally that in times of rising interest rates, a company’s net interest margin will increase. It also means that in times of falling interest rates, such as we experienced from 2000 to 2003, a company’s net interest margin is generally compacted. We expect that, if market interest rates continue to rise, our net interest margin and our net interest income will be favorably impacted. See “Quantitative and Qualitative Disclosure about Market Risk.”

	•	Impact of expansion on non-interest expense. We plan on opening our sixth office in the early part of the second quarter of 2005, at which time we anticipate a significant increase in occupancy and equipment expense. The new office will consist of 21,566 rentable square feet at $1.73 sq. ft. per month. The new office will house our sixth branch, human resources, operation support, audit and our real estate lending department.


	Additionally, as we reach our goal of becoming a “public company,” other non-interest expense items, including professional expenses and other costs related to compliance with the reporting requirements of the securities laws and compliance with the Sarbanes-Oxley Act of 2002, will increase significantly.


	•	Non-recurring impact of SARs. We have 127,527 outstanding SARs as of September 30, 2004. A significant majority of these rights were granted in 2000 and fully vest and expire in 2005. Pursuant to the 2000 Stock Appreciation Rights Plan, or the SARs Plan, each right gives the grantee the right to receive a cash payment from us equal to the excess of the fair value of our common stock, if we complete an initial public offering over the grant price of the SARs. As of September 30, 2004, the total amount included in accrued expenses related to the SARs Plan totals approximately $494,000 and the amount is based upon our book value pursuant to the plan and has been accounted for based on FASB Interpretation No. 28 Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans. Upon completion of this offering, we will accrue approximately $1.1 million of additional compensation expense based on using the fair value of our common stock $19.00 (the mid-point of the range set forth on the cover page of this prospectus). The impact to the statement of income, net of taxes, will be approximately $747,000 in the quarter in which the offering is completed. Upon completion of the offering and thereafter, the amount of expense recorded will be based on the actual fair value of Community Bancorp’s common stock.

Our results of operations depend primarily on net interest income, which is the difference between interest income and interest expense. Interest income is the earnings we receive on our interest earning assets, such as loans and investments, and interest expense is the expense we incur on our interest bearing liabilities, such as interest bearing deposits and other borrowings. Factors that determine the level of net

income include the volume of earning assets and interest bearing liabilities, yields earned and rates paid, fee income, non-interest expense, the level of non-performing loans and other non-earning assets, and the amount of non-interest bearing liabilities supporting earning assets. Non-interest income includes service charges and other deposit related fees, and non-interest expense consists primarily of employee compensation and benefits, occupancy, equipment and depreciation expense, and other operating expenses.

The 34.4% increase in net income in the nine months ended September 30, 2004 compared to the nine months ended September 30, 2003 was attributable principally to an increase in net interest income of $2.7 million and a $651 thousand decrease to the provision for loan losses partially offset by a $1.5 million increase in non-interest expense. The increase in net interest income was the result of an increase in the volume of interest-earning assets, primarily loans, and a decrease in our cost of funds resulting from a decrease in market rates for interest-bearing deposits and an increase in non-interest bearing deposits, as a percentage of total deposits.

Net Interest Income and Net Interest Margin. The 19.3% increase in net interest income for the period was due (i) to an increase in interest income of $2.0 million, reflecting the effect of an $84.2 million increase in average interest-earning assets despite a general reduction in rates earned on our assets, and (ii) a decrease in interest expense of $747 thousand.

The average yield on our interest-earning assets was 5.92% for the nine months ended September 30, 2004 compared to 6.50% for the nine months ended September 30, 2003, a decrease of 8.9%. The decrease in the average yield on our interest-earning assets resulted from a reduction in market rates, repricing on our adjustable rate loans, and new loans originated with lower interest rates because of the lower interest rate environment and the decrease in the percentage of interest-earning assets represented by loans during the nine months of 2004. Average loans as a percent of average earning assets declined to 71.9% for the nine months ended September 30, 2004 as compared to 76.0% for the same period in 2003.

The cost of our average interest-bearing liabilities decreased to 1.88% for the nine months ended September 30, 2004 from 2.51% for the same period in 2003. In addition to broad declines in the average

rates paid on deposit balances, the decrease was the result of actions taken by management to reduce the level of CDs and increase the level of non-interest bearing deposits in relation to total deposits.

Our average rate on our interest-bearing deposits decreased 27.1% from 2.40% during the nine months ended September 30, 2003 to 1.75% for the nine months ended September 30, 2004, reflecting reductions in general market rates as well as management focus on shifting to lower cost deposit products. Our average rate on total deposits (including non-interest bearing deposits) decreased to 1.29% for the nine months ended September 30, 2004 from 1.83% for the same period in the prior year.

Our net interest margin for the nine months ended September 30, 2004 of 4.55% was slightly lower than our net interest margin for the nine months ended September 30, 2003 of 4.61%. Despite significant lower earning asset yields, we were able to maintain the net interest margin primarily due to a lower cost of funds.

The following table sets forth a summary of average balances with corresponding interest income and interest expense as well as average yield and cost information for the periods presented. Average balances are derived from daily balances, and non-accrual loans are included as interest earning assets for purposes of this table.



(1)	Includes average non-accrual loans of $2.8 million at September 30, 2004 and $2.9 million at September 30, 2003.


(2)	Net loan fees of $2.4 million and $2.3 million are included in the yield computations for September 30, 2004 and 2003, respectively.

(3)	Yields on loans and securities have not been adjusted to a tax-equivalent basis


(4)	Includes Federal Reserve Bank stock, Federal Home Loan Bank stock and Pacific Coast Bankers Bank stock.

(5)	Net interest spread represents the average yield earned on interest earning assets less the average rate paid on interest bearing liabilities.

(6)	Net interest margin is computed by dividing net interest income by total average earning assets.

(7)	Annualized.

The following tables shows the change in interest income and interest expense and the amount of change attributable to variances in volume, rates and the combination of volume and rates based on the relative changes of volume and rates.

Provision for Loan Losses. The provision for loan losses in each period is a charge against earnings in that period. The provision is that amount required to maintain the allowance for loan losses at a level that, in management’s judgment, is adequate to absorb probable loan losses inherent in the loan portfolio.

Our provision for loan losses declined to $582 thousand for the nine months ended September 30, 2004 as compared to $1.2 million for the nine months ended September 30, 2003. The provision declined because (i) we experienced net charge offs of $164 thousand during the nine months ended September 30, 2004 compared to net charge offs of $512 thousand for the nine months ended September 30, 2003 and (ii) total loans increased $38 million for the nine months ended September 30, 2004 compared to an increase of $51 million for the nine months ended September 30, 2003. Additionally, non-performing loans to total loans decreased from 0.59% at September 30, 2003 to 0.34% at September 30, 2004.

Non-Interest Income. We earn non-interest income primarily through fees related to:


	•	services provided to deposit customers, and

	•	services provided to current and potential loan customers

The following tables present, for the periods indicated, the major categories of non-interest income:

The 7.6% decrease in total non-interest income during the nine months ended September 30, 2004 was primarily influenced by a $175 thousand decline in loan brokerage and referral fees, partially offset by an increase in cash surrender value of bank owned life insurance purchased in July, 2004. The decline in loan brokerage and referral fees was caused by an industry wide slow down in the residential mortgage refinance market. As a result of this trend, we have reduced staff for the residential mortgage origination business but retained residential mortgage loan referral capability to generate fees. We expect that the likely reduction in fee income associated with the reduction in refinance activity will be offset by a reduction in non-interest expense from our staff reductions in this area.

Non-Interest Expense. Non-interest expenses are the costs, other than interest expense and the provision for loan losses, associated with providing banking and financial services to customers and conducting our affairs.

The following tables present, for the periods indicated, the major categories of non-interest expense:

The 17.2% increase in non-interest expense for the nine months ended September 30, 2004 is primarily attributable to increases in salary and employee benefit expenses reflecting our increase in staffing. The 21.9% increase in salary and benefit expense for the nine months ended September 30, 2004 can be attributed to an increase in staffing in the areas of lending, operations and human resources. The number of full time equivalent employees, or FTE, increased to 115 as of September 30, 2004 as

compared to 99 at September 30, 2003. In addition to general staffing of the various departments, we were successful in recruiting both a Director of Human Resources in January, 2004 and a Chief Operations Officer in April, 2004. We expect that non-interest expense will be reduced by approximately $400,000 on an annual basis as a result of staff reductions in our residential mortgage origination business. (See “Non-Interest Income.”) Also contributing to the increase was a newly imposed payroll tax on Nevada banks at the rate of 2% of wages paid quarterly, which became effective October 1, 2003.

Provision for Income Taxes. We recorded tax provisions of $2.2 million for the nine months ended September 30, 2004 compared to $1.7 million for the same period in the prior year. Our effective tax rate was approximately 33% for each period as compared to the expected rate of 34% in both periods largely due to the non taxable nature of income for municipal securities.

Our net income grew by 10.4% to $5.2 million for the year ended December 31, 2003 as compared to $4.7 million for the year ended December 31, 2002. Our return on average assets was 1.19% and return on average stockholders’ equity was 17.8% for the year ended December 31, 2003, compared to 1.33% and 19.1%, respectively for the year ended December 31, 2002.

Net Interest Income and Net Interest Margin. The 17.6% increase in our net interest income for the year ended December 31, 2003 was primarily due to an increase in interest income of $1.7 million, and a decrease of $1.3 million in interest expense. Average interest-earning assets increased to $417 million during 2003 as compared to $337 million during 2002, reflecting our continuing growth trend. Total interest expense decreased as a result of ongoing declines in interest rates throughout the financial marketplace over the course of the year, as well as a significant shift in our deposit mix.

The average yield on our interest-earning assets fell to 6.51% in 2003 from 7.56% in 2002. The decrease in the average yield on our interest-earning assets resulted from both a general decline in interest rate levels and the decrease in the percentage of interest-earning assets represented by loans during 2003 as compared to 2002.

The cost of our average interest-bearing liabilities decreased to 2.39% in 2003 from 3.27% in 2002. This decrease was consistent with the introduction of our pricing model in 2003 and our planned shift in our deposit mix.

The 25 basis points decrease in our net interest margin for the year ended December 31, 2003 was due primarily to a lower earning asset yield partially offset by a lower cost of funds.



(1)	Includes average non-accrual loans of $2.6 million in 2003 and $4.4 million in 2002.


(2)	Net loan fees of $3.0 million and $3.0 million are included in the yield computations for 2003 and 2002, respectively.

(3)	Yields on loans and securities have not been adjusted to a tax-equivalent basis

(4)	Includes Federal Reserve Bank stock, Federal Home Loan Bank stock and Pacific Coast Bankers Bank stock.

(5)	Net interest spread represents the average yield earned on interest earning assets less the average rate paid on interest bearing liabilities.

(6)	Net interest margin is computed by dividing net interest income by total average earning assets.

The following table shows the change in interest income and interest expense and the amount of change attributable to variances in volume, rates and the combination of volume and rates based on the relative changes of volume and rates.


Nevada	6712	01-0668846
(State or other jurisdiction of	(Primary standard industrial	(I.R.S. employer identification no.)
incorporation or organization)	classification code number)


	Edward M. Jamison President and Chief Executive Officer
*Copies of communications to:*	400 South 4th Street, Suite 215	*Copies of communications to:*
	Las Vegas Nevada 89101
John F. Stuart, Esq.	(702) 878-0700	Gordon M. Bava, Esq.
Reitner & Stuart	(Name, address, and telephone	Manatt, Phelps & Phillips, LLP
1319 Marsh Street	number of agent for service)	11355 West Olympic Boulevard
San Luis Obispo, CA 93401		Los Angeles, CA 90064
(805) 545-8590		(310) 312-4000


	Per Share	Total

Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$
Proceeds to selling shareholders	$	$


Common stock offered by Community Bancorp		1,400,000 Shares⁽¹⁾

Common stock offered by the selling shareholders		800,000 Shares

Common stock to be outstanding immediately after the offering		6,126,860 Shares⁽²⁾


Use of Proceeds		We estimate that our net proceeds from this offering will be approximately $24.0 million and $29.8 million if the over-allotment option is exercised by the underwriters, based on an assumed price of $19.00 per share (which is the midpoint of the range indicated on the front of this prospectus). We expect to use the net proceeds we will receive from this offering for expansion purposes. Our use of proceeds is more fully described under “Use Of Proceeds.” We will not receive any proceeds from the sale of shares by the selling shareholders.


Selling Shareholders		On September 30, 2004, the selling shareholders owned in the aggregate shares or % of our outstanding common stock. The selling shareholders agreed to participate in this offering in order to create greater liquidity and public float in our common stock following this offering, as well as to provide a liquidity event for some of our early investors.

Dividend Policy		We have not declared a cash dividend since 2002 as we have used our current and retained earnings to support our rapid and continued growth. We do not foresee any circumstances in the immediate future in which we would consider paying cash dividends on our common stock. Additionally, we intend to discontinue paying stock dividends which we commenced in 2002. See “Trading History And Dividend Policy” for more information.

Nasdaq National Market Symbol		We have applied to have our common stock listed for quotation on the Nasdaq National Market under the symbol “CBON”



	At or for the Nine Months
	Ended September 30,						At or for the Year Ended December 31,

	2004			2003			2003			2002			2001⁽¹⁾			2000⁽¹⁾			1999⁽¹⁾


	(Dollars in thousands, except share, per share and percentage data)
Consolidated Income Data:
Interest income	$	21,867		$	19,897		$	27,143		$	25,449		$	24,119		$	21,680		$	14,857
Interest expense		5,047			5,794			7,453			8,709			10,737			8,699			5,255

Net interest income		16,820			14,103			19,690			16,740			13,382			12,981			9,602
Provision for loan losses		582			1,233			1,723			1,958			1,909			1,655			751

Net interest income after provision for loan losses		16,238			12,870			17,967			14,782			11,473			11,326			8,851
Non-interest income		1,097			1,188			1,563			1,392			1,670			970			1,071
Non-interest expense		10,522			8,976			12,020			9,112			8,460			7,122			5,899

Income before income taxes		6,813			5,082			7,510			7,062			4,683			5,174			4,023
Provision for income taxes		2,235			1,677			2,295			2,337			1,526			1,745			1,362

Net Income	$	4,578		$	3,405		$	5,215		$	4,725		$	3,157		$	3,429		$	2,661

Share data:
Earnings per share — basic	$	0.98		$	0.74		$	1.13		$	1.03		$	0.69		$	0.75		$	0.59
Earnings per share — diluted		0.95			0.72			1.10			1.01			0.68			0.73			0.58
Dividend payout ratio⁽²⁾		6.12	%		4.05	%		7.96	%		5.83	%		8.70	%		8.00	%		10.17	%
Book Value per share	$	7.83		$	6.50		$	6.96		$	5.91		$	4.87		$	4.23		$	3.48
Shares outstanding at period end		4,726,860			4,633,345			4,629,580			4,607,040			4,582,040			4,573,115			4,559,290
Weighted average shares outstanding — basic		4,671,332			4,616,884			4,620,744			4,591,026			4,579,653			4,564,574			4,508,845
Weighted average shares outstanding — diluted		4,812,654			4,729,934			4,729,021			4,682,486			4,675,917			4,666,044			4,616,477
Consolidated Balance Sheet Data:
Cash and cash equivalents		41,324			16,390			36,005			33,537			8,974			39,935			7,421
Investments and other securities		87,492			80,020			70,093			63,596			39,271			36,135			21,656
Gross loans		388,247			344,730			350,082			293,535			247,182			192,380			147,587
Allowance for loan losses		5,827			5,409			5,409			4,688			3,700			2,827			1,853
Assets		535,533			449,389			463,431			400,571			304,058			276,077			183,486
Deposits		481,479			397,179			403,713			351,584			277,422			254,976			166,297
Junior subordinated debt		15,464			15,464			15,464			15,464			—			—			—
Stockholders’ equity		36,998			30,127			32,201			27,212			22,336			19,355			15,886
Selected Other Balance Sheet Data:
Average assets		516,548			427,990			436,843			356,097			292,866			224,303			160,715
Average earning assets		492,365			408,160			416,742			336,682			276,228			208,208			147,985
Average stockholders’ equity		33,696			28,668			29,279			24,729			21,186			17,609			14,732
Selected Financial Ratios:
Return on average assets⁽³⁾		1.18	%		1.06	%		1.19	%		1.33	%		1.08	%		1.53	%		1.66	%
Return on average stockholders’ equity⁽³⁾		18.1	%		15.8	%		17.8	%		19.1	%		14.9	%		19.5	%		18.1	%
Net interest margin⁽³⁾⁽⁴⁾		4.55	%		4.61	%		4.72	%		4.97	%		4.84	%		6.23	%		6.49	%
Efficiency Ratio⁽⁵⁾		58.7	%		58.7	%		56.6	%		50.3	%		56.2	%		51.1	%		55.3	%

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	Page

Prospectus Summary		1
Risk Factors		9
Cautionary Note Regarding Forward-Looking Statements		18
Use of Proceeds		19
Trading History and Dividend Policy		19
Capitalization		21
Dilution		23
Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
Business		59
Supervision and Regulation		70
Management		76
Principal and Selling Shareholders		84
Description of Capital Stock		86
Underwriting		89
Shares Eligible for Future Sale		91
Experts		92
Certain Legal Matters		93
Where You Can Find More Information		93
Index to Financial Statements		F-1
EX-3.1
EX-4.2
EX-4.3
EX-4.4
EX-10.7
EX-10.8
EX-10.9
EX-23.1


(1)	The number of shares of our common stock offered assumes that the underwriters’ over-allotment option is not exercised. If the over-allotment option is exercised in full, we will issue and sell an additional 330,000 shares.


	The greater Las Vegas area economy has grown dramatically during the past several years. The failure of this economy to sustain such growth in the future could seriously affect our ability to grow and to be profitable.


	*Our market area is substantially dependent on gaming and tourism revenue, and a downturn in gaming or tourism could seriously hurt our business and our prospects.*


	Future growth of the greater Las Vegas area is dependent, among other things, on the availability of water, and any restrictions imposed by the government on water consumption could curtail future development, which has been a source of growth in our loan portfolio.


	The value of real estate in the greater Las Vegas area is influenced by the distribution policies of the federal Bureau of Land Management. A change in such distribution policies could affect the value of real estate, which, in turn, could negatively affect our real estate loan portfolio.


	*We have a high concentration of loans secured by real estate and a downturn in the real estate market, for any reason, could hurt our business and our prospects.*


	*A terrorist act, or the mere threat of a terrorist act, may adversely affect the Las Vegas economy and may cause substantial harm to our business.*


	An expansion of permissible gaming activities in other states, particularly in California, may lead to a decline in gaming revenue in Las Vegas, which could hurt our business and our prospects.


	*We may not be able to continue our growth at the rate we have in the past several years.*


Keefe, Bruyette & Woods, Inc.	D.A. Davidson & Co.


	*Growth Strategies*


	*Operating Strategies*



	At or for the Nine Months
	Ended September 30,						At or for the Year Ended December 31,

	2004			2003			2003			2002			2001⁽¹⁾			2000⁽¹⁾			1999⁽¹⁾


	(Dollars in thousands, except share, per share and percentage data)
Capital Ratios:
Average stockholders’ equity to average assets		6.50	%		6.70	%		6.70	%		6.94	%		7.23	%		7.85	%		9.17	%
Leverage Ratio		8.86	%		8.70	%		8.96	%		8.84	%		7.06	%		7.53	%		9.00	%
Tier 1 Risk-Based Capital ratio		11.05	%		10.84	%		11.18	%		11.03	%		8.58	%		9.04	%		10.40	%
Total Risk-Based Capital ratio		12.94	%		13.51	%		13.61	%		14.14	%		9.83	%		10.29	%		11.60	%
Selected Asset Quality Ratios:
Non-performing loans to total loans⁽⁶⁾		0.34	%		0.59	%		0.66	%		1.10	%		2.26	%		3.11	%		0.55	%
Non-performing assets to total loans and OREO		0.89	%		0.85	%		1.00	%		1.99	%		3.29	%		3.11	%		0.55	%
Non-performing assets to total assets⁽⁷⁾		0.65	%		0.65	%		0.76	%		1.47	%		2.71	%		2.17	%		0.45	%
Allowance for loan losses to total loans		1.50	%		1.57	%		1.55	%		1.60	%		1.50	%		1.47	%		1.26	%
Allowance for loan losses to non-performing loans		446.3	%		267.2	%		233.7	%		145.0	%		66.2	%		47.2	%		226.5	%
Allowance for loan losses to non-performing assets		168.0	%		184.9	%		154.2	%		79.6	%		45.0	%		47.2	%		226.5	%
Net charge-offs to average loans		0.05	%		0.16	%		0.31	%		0.36	%		0.47	%		0.40	%		0.08	%


	A component of our business strategy is to expand into high growth markets by opening new branches or organizing new banks and/or acquisitions of other financial institutions. We may not be able to successfully implement this part of our business strategy, and therefore our market value and profitability may suffer.


	Our growth could be hindered unless we are able to recruit additional, qualified employees. We may have difficulty attracting additional necessary personnel, which may divert resources and limit our ability to successfully expand our operations.


	*Our business would be harmed if we lost the services of any of our senior management team.*


	As the result of this offering, we will become a public reporting company subject to significant new laws and regulations that will increase our compliance costs and may strain our management resources.


	*There is intense competition in our market area, and we cannot assure you that we will be able to successfully compete.*


	*Our allowance for loan losses may not be adequate to cover actual losses particularly given our relatively large individual loan size.*


	*Management will have broad discretion as to the use of the proceeds received by us from this offering, and we may not use the proceeds effectively.*


	One of the intended use of proceeds of this offering is to implement our growth strategy, which includes expansion in the greater Las Vegas area and similar high growth markets in Arizona and California. We may not successfully implement our growth strategy and therefore, our intended use of proceeds from this offering may not result in an increase in our market value and profitability.


	*There has been no prior active market for our common stock and our stock price may trade below the public offering price.*


	*You will experience substantial dilution in the book value of your shares immediately following this offering.*


	*We cannot be sure that an active public trading market will develop or be maintained.*


	*After an initial period of restriction, there will be a significant number of shares of our common stock available for future sale, which may depress our stock price.*


	*Provisions in our articles of incorporation and bylaws may limit the ability of another party to acquire us.*


	*We are subject to extensive government regulation. These regulations could adversely affect our business, financial condition, results of operations or cash flows.*


	*Fluctuating interest rates can adversely affect our profitability.*


	*We are exposed to risk of environmental liabilities with respect to properties to which we take title.*


Quarter of Trade	Number of Shares		Price Per Share

1st ’03		114,620		$7.00 – $8.40
2nd ’03		N/A		N/A
3rd ’03		3,165		$9.00
4th ’03		N/A		N/A
1st ’04		50		$9.00
2nd ’04		3,000		$9.00
3rd ’04		N/A		N/A
4th ’04		N/A		N/A



		September 30, 2004

		Actual			As Adjusted


		(Dollars in thousands,
		except per share data)
Indebtedness:
Junior Subordinated Debt		$	15,464		$	15,464
Stockholders’ Equity:
Common stock, $0.001 par value, shares authorized:
	10,000,000; shares outstanding: 4,726,860 at September 30, 2004⁽¹⁾		5			6
Additional paid-in capital			10,981			34,990
Retained earnings			25,856			25,109
Accumulated other comprehensive income			441			441
Treasury stock			(285	)		(285	)

	Total stockholders’ equity		36,998			60,261
	Total capitalization		52,462			75,725
Book value per share			7.83			9.84
Stockholders’ equity to total assets			6.91	%		10.77	%
Regulatory capital ratios⁽²⁾
	Tier 1 leverage capital ratio		8.86	%		13.73	%
	Tier 1 risk-based capital ratio		11.05	%		17.13	%
	Total risk-based capital ratio		12.94	%		18.38	%


Offering price per share				$	19.00

	Tangible book value per share as of September 30, 2004, as adjusted⁽¹⁾	$	7.67

	Increase in tangible book value per share attributable to new investors	$	2.17

	As adjusted tangible book value per share after this offering			$	9.84

Dilution per share to new investors				$	9.16



		Shares Purchased					Total Consideration
												Average
		Number		Percent			Amount		Percent			Per Share


							(Dollars in thousands)
Existing shareholders			3,926,860		64	%	$	9,110		18	%	$	2.32
New Investors			2,200,000		36	%		41,800		82	%		19.00

	Total		6,126,860		100	%	$	50,910		100	%	$	8.31