CCBP Comm Bancorp (MM)

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Item 4. 02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On May 6, 2010, the Joint Audit Committee of Comm Bancorp, Inc. (the “Company”) concluded, based on the recommendation of management, that the Company’s consolidated financial statements for the fiscal year ended December 31, 2009, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission on March 29, 2010, should be restated to correct errors in the recognition, measurement, presentation and disclosure of the Company’s allowance for loan losses because of the misuse of facts that existed at the time these consolidated financial statements were prepared.

In addition, the Company will, accordingly, amend the call reports of its wholly-owned subsidiary, Community Bank and Trust Company, for the year ended December 31, 2009 and the quarter ended March 31, 2010.

This restatement is the result of a misunderstanding between management and the Federal Reserve Board (“FRB”) as to the methodology, i.e., model, to be used by the Company in determining the estimate for the allowance for loan losses under generally accepted accounting principles (“GAAP”). Management was of the opinion that the Company’s model to determine the allowance for loan losses was in accordance with applicable supervisory guidance as provided by the FRB in 2009 and GAAP. The Company was informed on May 5, 2010, by the FRB that the Company did not comply with the FRB supervisory guidance, and, therefore, must restate its consolidated financial statements for the year ended December 31, 2009.

Such restatement for the year ended December 31, 2009, will cause the following to occur:

The Company’s independent registered public accounting firm and management are still in the process of reviewing these corrections, and, therefore, these amounts could change at the time the Company files a Form 10-K/A.

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The Company’s consolidated financial statements for the fiscal year ended December 31, 2009, should no longer be relied upon. The Company intends to file an amended annual report on Form 10-K/A as soon as practicable.

Management has reassessed the effect of this restatement on its internal controls over financial reporting and disclosure controls and procedures and found such controls to be ineffective as of December 31, 2009. Accordingly, management is in the process of remediating the weaknesses that led to the restatement of the Company’s consolidated financial statements as of and for the year ended December 31, 2009.

The information in this Item 4.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contain in this Item 4.02 shall not be incorporated by reference into any offering circular, report or other document filed with the Securities and Exchange Commission by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

This Current Report includes forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. In particular, this Current Report includes forward-looking statements regarding the Company’s change in its allowance for loan losses, and the effect such change will have on the Company’s financial statements. These statements are subject to certain risks and uncertainties including risks relating to the Company’s ability to find qualified borrowers, changes in consumer confidence, changes in general economic climate, unforeseen action taken by regulators and the other risks set forth in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. The Company does not intend to update publicly any forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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