11 K FOR COMMUNITY BANCORP. AND DESIGNATED SUBSIDIARIES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 11-K

[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2004


[   ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


For the transition period from_____________ to ______________

Commission File Number - 33-44713

A.

Full title of the plan and the address of the plan:


COMMUNITY BANCORP. AND DESIGNATED SUBSIDIARIES' RETIREMENT SAVINGS PLAN
4811 U.S. Rte. 5
P.O. Box 259
Derby, Vermont  05829

B.

Name of issuer of the securities held pursuant to the

 

plan and the address of its principal executive office:


COMMUNITY BANCORP.
4811 U.S. Rte. 5
P.O. Box 259
Derby, Vermont  05829

REQUIRED INFORMATION

The Community Bancorp. and Designated Subsidiaries' Retirement Savings Plan is an ERISA plan with more than 100 participants. Required financial statements filed with this report:

Financial Report for plan year ended December 31, 2004.

 

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS

with

SUPPLEMENTARY INFORMATION

December 31, 2004 and 2003

With Independent Auditors' Report

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Community Bancorp. and Designated Subsidiaries Retirement Savings Plan

We have audited the accompanying statement of net assets available for benefits of Community Bancorp. and Designated Subsidiaries Retirement Savings Plan as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Community Bancorp. and Designated Subsidiaries Retirement Savings Plan as of December 31, 2004 and 2003 and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.


Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplementary information is the responsibility of the Plan's management. The supplemental information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.


/s/ Berry, Dunn, McNeil & Parker
Portland, Maine
May 11, 2005
VT Reg. No. 092-0000278

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

Statements of Net Assets Available for Benefits

December 31, 2004 and 2003


   

2004

 

2003

         

Assets

       
         

Investments, at fair value

       

   Money market assets

$

265,839

$

491,598

   Mutual funds

 

3,791,419

 

3,008,052

   Marketable equity securities

 

4,571,353

 

4,021,089

   Participant loans

 

194,248

 

165,724

          Total investments

 

8,822,859

 

7,686,463

Receivables

       

   Employer contributions

 

275,319

 

272,597

   Employee contributions

 

69

 

10,894

   Accrued interest and dividends

 

1,831

 

8,655

          Total receivables

 

277,219

 

292,146

         

          Net assets available for benefits

$

9,100,078

$

7,978,609

         
         

The accompanying notes are an integral part of these financial statements.

 

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2004

Additions to net assets attributed to:

     

Investment income

     

   Interest and dividends

$

269,221

 

   Net appreciation in fair value of investments

 

569,662

 

          Net investment income

 

838,883

 

       

Contributions

     

   Employer's

 

341,370

 

   Employee'

 

353,030

 

       

          Total contributions

 

694,400

 

       

          Total additions

 

1,533,283

 

       

Deductions from net assets attributed to:

     

   Benefits paid to employees

 

411,814

 

       

          Total deductions

 

411,814

 

       

          Increase in net assets available for benefits

 

1,121,469

 
       

Net assets available for benefits

     
       

   Beginning of year

 

7,978,609

 

       

   End of year

$

9,100,078

 

 
 

The accompanying notes are an integral part of these financial statements.

 

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2004 and 2003

1.

Description of Plan

   
 

The following description of the Community Bancorp. and Designated Subsidiaries Retirement Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

   
 

General

   
 

The Plan is a defined contribution plan covering all employees of Community National Bank (the Bank) who have attained age 21 and have completed one year of service. Under the provisions of the Plan, investment activity is directed by individual participants. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

   
 

Contributions

   
 

Participants may contribute up to the maximum amount allowed by the Internal Revenue Code. The Bank matches employee contributions up to 5 percent of annual compensation. The Bank may also make additional discretionary contributions. Contributions are subject to certain limitations.

   
 

Administrative Expenses

   
 

Effective January 1, 2004, all administrative expenses are paid by the plan sponsor. Prior to 2004, administrative expenses were paid by the plan.

   

2.

Summary of Accounting Policies

   
 

Use of Estimates

   
 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

   
 

Payment of Benefits

   
 

Benefits are recorded when paid.

 

 

COMMUNITY BANCORP. AND DESIGNATED

SUBSIDIARIES RETIREMENT SAVINGS PLAN

 

Notes to Financial Statements

 

December 31, 2004 and 2003

 

3.

Investments

   
 

The Plan's investments are recorded at their fair values determined by quoted market prices. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end.

   
 

Investments that represent 5% or more of the Plan's net assets are as follows:

   

2004

 

2003

         

Security

       
         

Community Bancorp. Common Stock

$

4,571,353

$

4,021,089

Growth Fund of America, Inc.

 

683,833

 

464,683

Cash Management Fund of America

 

251,378

 

482,614

American Balanced Fund

 

622,019

 

535,409

Vanguard Total Stock Market Index Fund

 

1,497,660

 

1,298,313

         

During 2004, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $569,662 as follows:

 

Mutual funds

$

283,187

 

Community Bancorp. stock

 

286,475

 

 

$

569,662

 

4.

Tax Status

   
 

The Plan obtained its latest determination letter dated August 23, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code.

   

5.

Plan Termination

   
 

Although it has not expressed any intention to do so, Community National Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions.

   

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

Notes to Financial Statements

December 31, 2004 and 2003

6.

Party-in-Interest Transactions

   
 

Community Financial Services Group, is the Plan's custodian. Community Financial Services Group is an affiliate of Community National Bank, the Plan sponsor, through common ownership.

   
 

The Plan allows for employee contributions to be invested in common stock of the parent of the Plan sponsor, Community Bancorp. At December 31, 2004 and 2003, the Plan held 257,541 and 241,870 shares, respectively, valued at $4,571,353 and $4,021,089, respectively.

   
 

There were no party-in-interest transactions which are prohibited by ERISA Section 406 and for which there is no statutory or administrative exemption.

   

7.

Risks and Uncertainties

   
 

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants' account balances and the amounts reported in the statement of net assets available for benefits.

COMMUNITY BANCORP. AND DESIGNATED
SUBSIDIARIES RETIREMENT SAVINGS PLAN

Schedule H, Line 4i - Schedule of Assets (Held at End of Year)

Required for IRS Form 5500
EIN #01-0211807
Plan #002

December 31, 2004

 

(b)

(c)

     
 

Identity of Issue,

Description of Investment Including

   

(e)

 

Borrower, Lesser,

Maturity Date, Rate of Interest,

(d)

 

Current

(a)

or Similar Party

Collateral, Par or Maturity Value

Cost (1)

 

Value

           
 

Cash Management Fund of America

Money Market

 

$

251,378

 

Federated Prime Value Obligations Fund

Money Market

   

13,028

 

Federated Government Obligations Fund

Money Market

   

1,433

*

Community Bancorp.

Common Stock, 257,541

   

4,571,353

 

American Balanced Fund

Mutual Fund

   

622,019

 

Blackrock Core Bond Fund

Mutual Fund

   

98,422

 

Growth Fund of America, Inc.

Mutual Fund

   

683,833

 

Investment Company of America

Mutual Fund

   

174,265

 

Longleaf Partners Small Cap Fund

Mutual Fund

   

183,770

 

Vanguard Total Stock Market Index Fund

Mutual Fund

   

1,497,660

 

SEI Stable Asset Fund

Mutual Fund

   

339,219

 

Euro Pacific Growth Fund

Mutual Fund

   

191,387

 

SEI Diversified Moderate Growth Fund

Mutual Fund

   

843

*

Participant Loans

Interest rate range 5.82% - 10.00%

     
   

  various maturities

   

194,248

           
       

$

8,822,858

*

Indicates a party-in-interest to the Plan.

(1)

Participant directed plan, information not required.

 

 

SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrators have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


 

COMMUNITY BANCORP. AND DESIGNATED SUBSIDIARIES'

 

RETIREMENT SAVINGS PLAN



DATE:  June 28, 2005

/s/ Stephen P. Marsh

 

Stephen P. Marsh, President & Chief Operating Officer

 

Community Bancorp

 

(Plan Administrator)