<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                                    FORM 10-Q




[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended              March 31, 1999                     
                               -------------------------------------------------

                                       OR
[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the Transition period from                 to    
                              --------------------------------------------------


                          COMBANC, INC. AND SUBSIDIARY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                  34-1853493
--------------------------------------------------------------------------------
       (State or other jurisdiction of                 (I.R.S. Employer
       incorporation or organization)                  Identification No.)


   230 E. Second St., P. O. Box 429, Delphos, Ohio                  45833  
--------------------------------------------------------------------------------
       (Address of principal executive offices)                   (Zip Code)


                                 (419) 695-1055
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

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

       Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the last practicable date: 2,376,000 shares of the Bank's
common stock (no par value) were outstanding as of March 31, 1999.



                               Page 1 of 11 Pages

<PAGE>   2


                          COMBANC, INC. AND SUBSIDIARY

                            March 31, 1999 FORM 10-Q

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>



                                                                                 Page
PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements
<S>                                                                              <C>
                  Statement of Income
                     Three Months Ended March 31, 1999 and 1998                    3

                  Balance Sheet
                     At March 31, 1999 and December 31, 1998                       4

                  Statement of Cash Flows
                     Three Months Ended March 31, 1999 and 1998                    5

Notes to Consolidated Financial Statements                                         6

        In the opinion of management, all material adjustments necessary for a
fair presentation of the financial position and results of operations for the
interim periods presented have been made. All such adjustments were of a normal
recurring nature. The results of operations for the three months ended March 31,
1999 and 1998 are not necessarily indicative of the results of operations for
the full year or any other interim period.
        The financial statements included in this Form 10-Q should be read with
reference to the ComBanc Inc. 1998 Annual Report.

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                                7


PART II.      OTHER INFORMATION

Item 1. Legal Proceedings                                                         10

Item 6. Exhibits and Reports on Form 8-K                                          10

SIGNATURES                                                                        11
</TABLE>
<PAGE>   3


                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO
                                   -----------

                               STATEMENT OF INCOME
                     ($ in thousands, except per share data)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                      For the 1st Quarter
                                                                                        Ended March 31,
                                                                                      -------------------
                                                                                                                  Increase
                                                                                      1999          1998          (Decrease)
                                                                                     ------        ------         ----------
                                                                                          (see notes)                            
<S>                                                                                 <C>           <C>           <C>
Interest Income:                                                                     
    Interest and Fees on Loans                                                      $   3,006     $   2,718     $     288
    Interest and Dividends on Investments -
        Taxable                                                                           415           597          (182)
        Tax-Exempt                                                                        167           176            (9)
        Equity Securities                                                                  11            10             1
    Interest on Federal Funds Sold                                                          9            66           (57)
    Interest on Balances due from Depository Institutions                                   8            --             8
                                                                                    ---------     ---------     ---------           
            Total Interest Income                                                       3,616         3,567            49
                                                                                    ---------     ---------     ---------           
Interest Expense:
    Interest on Deposits                                                                1,572         1,688          (116)
    Interest on Borrowed Funds                                                             63            --            63
                                                                                    ---------     ---------     ---------           
            Total Interest Expense                                                      1,635         1,688           (53)
                                                                                    ---------     ---------     ---------           
            Net Interest Income                                                         1,981         1,879           102
    Provision for Loan Losses                                                              90            90            --
                                                                                    ---------     ---------     ---------           
Net Interest Income after Provision for
    Loan Losses                                                                         1,891         1,789           102
                                                                                    ---------     ---------     ---------           
Other Income:
    Service Charges on Deposit Accounts                                                    81            74             7
    Securities Gains                                                                       --            --            --
    Other Operating Income                                                                 23            17             6
                                                                                    ---------     ---------     ---------           
            Total Other Income                                                            104            91            13
                                                                                    ---------     ---------     ---------           
Other Expenses:
    Salaries and Employee Benefits                                                        719           613           106
    Net Occupancy                                                                         139           117            22
    Other Operating Expenses                                                              432           429             3
                                                                                    ---------     ---------     ---------           
            Total Other Expenses                                                        1,290         1,159           131
                                                                                    ---------     ---------     ---------           
Income - before Federal Income Taxes                                                      705           721           (16)
    Applicable Federal Income Taxes                                                       212           195            17
                                                                                    ---------     ---------     ---------
Net Income                                                                          $     493     $     526     $     (33)
                                                                                    =========     =========     =========           
Earnings Per Share                                                                  $    0.21     $    0.22     $   (0.01)
Cash Dividends Per Share                                                            $   0.100     $   0.085     $   0.015

</TABLE>




                                      -3-
<PAGE>   4

                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO
                                   -----------


                                  BALANCE SHEET
                                  -------------      
                       ($ in thousands, except par value)
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                      March 31         December 31,
ASSETS                                                                  1999              1998
------                                                                --------         ------------
                                                                            (see notes)
<S>                                                                   <C>                <C>       
Cash and Due from Banks                                               $    3,446         $    5,254
Federal Funds Sold                                                           104              2,708
Investment Securities -
    Available for Sale                                                    41,576             41,965
Loans                                                                    148,019            142,410
Allowance for Loan Losses                                                 (1,836)            (1,800)
                                                                      ----------         ----------                   
        Net Loans                                                        146,183            140,610
Premises and Equipment                                                     2,384              2,446
Other Assets                                                               1,969              1,678
                                                                      ----------         ----------
                                                                     
        Total Assets                                                  $  195,662         $  194,661
                                                                      ==========         ==========
                                                                     
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Deposits -
    Noninterest Bearing                                               $   13,120         $   16,319
    Interest Bearing                                                     150,807            149,702
                                                                      ----------         ----------                   
        Total Deposits                                                   163,927            166,021
Other Liabilities                                                          4,124              2,574
Other Borrowed Money                                                       4,880              3,500
                                                                      ----------         ----------                    
        Total Liabilities                                                172,931            172,095
                                                                      ----------         ----------
                                                                      
Shareholders' Equity -
    Common Stock - No Par Value
    2,376,000 Shares  Issued
        and Outstanding                                                    1,237              1,237
    Capital Surplus                                                        1,513              1,513
    Retained Earnings                                                     19,636             19,380
    Accumulated Other Comprehensive Income                                   345                436
                                                                      ----------         ----------                    
        Total Shareholders' Equity                                        22,731             22,566
                                                                      ----------         ----------                   
        Total Liabilities and Shareholders' Equity                    $  195,662         $  194,661
                                                                      ==========         ==========

</TABLE>

                                      -4-


<PAGE>   5



                          COMBANC, INC. AND SUBSIDIARY
                                 DELPHOS, OHIO
                                 -------------


                             STATEMENT OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                           For the Three Months
                                                                                              Ended March 31,
                                                                                           --------------------                     
                                                                                          1999              1998
                                                                                         ------            ------   
<S>                                                                                     <C>             <C>
Cash Flows from Operating Activities:
    Net Income                                                                          $    493         $    526
    Adjustments to Reconcile Net Income to
            Net Cash from Operating Activities -
        Depreciation                                                                          68               69
        Provision for Loan Loss                                                               90               90
        (Increase)/Decrease in Other Assets                                                 (291)            (128)
        Increase/(Decrease) in Other Liabilities                                           1,550              (34)
        Net Realized Gains on Securities Available for Sale                                   --               --
                                                                                        --------         --------
            Net Cash Provided by Operating Activities                                      1,910              523
                                                                                        --------         --------

Cash Flows from Investing Activities:
    Purchases of Securities Available for Sale                                            (4,609)          (7,717)
    Proceeds from Sales of Securities Available for Sale                                      --               --
    Proceeds from Maturities of Securities
        Available for Sale                                                                 4,907            3,282
    Net (Increase)/Decrease in Customer Loans                                             (5,609)             607
    Net Loans Charged Off                                                                    (54)             (53)
    Capital Expenditures                                                                      (6)             (37)
                                                                                        --------         --------
            Net Cash Used in Investing Activities                                         (5,371)          (3,918)
                                                                                        --------         --------

Cash Flows from Financing Activities:
    Net Increase/(Decrease) in Deposit Accounts                                           (2,094)          (8,173)
    Proceeds from Borrowing                                                                1,380               --
    Dividends Paid                                                                          (237)            (202)
                                                                                        --------         --------
            Net Cash Provided by Financing Activities                                       (951)          (8,375)
                                                                                        --------         --------
Net Change in Cash and Cash Equivalents                                                   (4,412)         (11,770)
Cash and Cash Equivalents -
    Beginning of Year                                                                      7,962           17,251
                                                                                        --------         --------
    End of Period                                                                       $  3,550         $  5,481
                                                                                        ========         ========
</TABLE>

                                      -5-
                                                              
<PAGE>   6

                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO
                                   -----------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999


Note 1, Basis of Presentation

         On April 13, 1998, shareholders of The Commercial Bank (the "Bank")
approved a Merger Agreement ("Agreement") pursuant to which ComBanc, Inc. (the
"Company") acquired all of the outstanding stock of the Bank as a result of the
exchange of shares between the shareholders of the Bank and the Company. After
the share exchange which became effective on August 31, 1998, the Bank survived
as a wholly-owned subsidiary of the Company and continues its operations as The
Commercial Bank. Under the terms of the Agreement, each one of the existing
outstanding shares of the Bank's common stock was exchanged for two of the
Company's common shares so that each existing shareholder of the Bank became a
shareholder of the Company, owning the same number and percentage of shares in
the Company as the Bank. The shares of the Company issued in connection with the
transaction were not registered under the Securities Act of 1933, as amended
(the "Act"), in reliance upon the exemption from registration set forth in
Section 3(a) (12) of the Act.

         As a result of the transaction described above, the Company is the
successor issuer to the Bank pursuant to Rule 12g-3 promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"). The Bank is subject to the
informational requirements of the Exchange Act and in accordance with Section
12(I) thereof has timely filed reports and other information with the Board of
Governors of the Federal Reserve System ("FRS"). Such reports and other
information filed by the Bank with the FRS may be examined without charge at, or
copies obtained upon payment of prescribed fees from, the Securities Disclosure
Division, Board of Governors of the Federal Reserve System, Stop 153A,
Washington, D.C. 20551.

         Since the only asset of ComBanc is the investment in the Commercial
Bank, these financial statements reflect the consolidated activity for 1999
compared with the Bank only for 1998. A reader of these financial statements
should refer to the ComBanc Inc. 1998 Form 10K.

Note 2, Earnings for Share

         Earning per share on the 1998 income statements have been restated to
reflect the total outstanding shares as of the August 31, 1998 formation of
ComBanc, Inc.


                                      -6-

<PAGE>   7
                          COMBANC, INC. AND SUBSIDIARY
                                 DELPHOS, OHIO


                                  -----------
                                                                

                         PART I - FINANCIAL INFORMATION

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

ENTITY STATUS

On April 13, 1998, The Commercial Bank became a wholly-owned subsidiary of the
newly formed ComBanc, Inc., a one-bank holding company. Since ComBanc's only
significant asset is the investment in The Commercial Bank, the following
discussion will focus solely on the operations of The Commercial Bank.

CURRENT YEAR FIRST QUARTER VERSUS PRIOR YEAR FIRST QUARTER

        Net interest income, the difference between interest earned on
interest-earning assets and interest expense incurred on interest-bearing
liabilities, is the most significant component of The Commercial Bank's
earnings. Net interest income is affected by changes in the volume and rates of
interest-earning assets and interest-bearing liabilities and the volume of
interest-earning assets funded with low cost deposits, noninterest-bearing
deposits and shareholders' equity. The Bank's net interest income increased 5%,
to $1,981,000 for the quarter ended March 31, 1999 from $1,879,000 for the first
quarter of 1998. These increases were due principally to the widening of the
yield/cost spread due to a slower increase in the cost of deposits compared to
the increase in earning asset yields during 1999 over that spread in 1998 and
the increase in earning assets.

        The provision for loan loss remained at $90,000, for the first quarter 
1999 and 1998, respectively.

        Non-interest income for the three months ended March 31, 1999 increased
14% to $104,000 from $91,000 in the first quarter of 1998. These increases were
largely attributable to an increase in fee income such as service charges on
deposit accounts.

        Non-interest expense for the quarter increased 11%, to $1,290,000 from
$1,159,000 the previous year. Salaries and fringe benefits, occupancy and other
operating expenses all increased during the quarter ended March 31, 1999.

        Federal income taxes increased $17,000 for the quarter, to $212,000 from
$195,000 for the previous year. This increase was due to parent company
franchise tax included in total income tax for quarter ended March 31, 1999.

        Earnings per share decreased 4% to $.21 from $.22 for the quarter. Per
share earnings are computed based on 2,376,000 common shares outstanding.


                                      -7-



<PAGE>   8
                          COMBANC, INC. AND SUBSIDIARY
                                 DELPHOS, OHIO


                                  -----------

                       

                    PART I - FINANCIAL INFORMATION CONTINUED

REGULATORY CAPITAL

The Federal Reserve Board's risk-based capital guidelines addressing the capital
adequacy of bank holding companies and banks (collectively, "banking
organizations") include a definition of capital and a framework for calculating
risk-weighted assets and off-balance sheet items to broad risk categories, as
well as minimum ratios to be maintained by banking organizations. A banking
organization's risk-based capital ratios are calculated by dividing its
qualifying capital by its risk-weighted assets.

        Under the risk-based capital guidelines, there are two categories of
capital: core capital ("Tier 1") and supplemental capital ("Tier 2"),
collectively referred to as Total Capital. Tier 1 Capital includes common
stockholders' equity, qualifying perpetual preferred stock and minority interest
in equity accounts of consolidated subsidiaries. Tier 2 capital includes
perpetual preferred stock (to the extent ineligible for Tier 1), hybrid capital
instruments (i.e. perpetual debt and mandatory convertible securities) and
limited amounts of subordinated debt, intermediate-term preferred stock and the
allowance for credit losses.

        The Federal Reserve Board's leverage constraint guidelines establish a
minimum ratio of Tier 1 Capital to quarterly average total assets ("Leverage
Ratio").

        The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") established five capital tiers for banks. Pursuant to that statute
the federal bank regulatory agencies have defined the five capital tiers for
banks. Under these regulations, a bank is defined to be well capitalized, the
highest tier, if it maintains a Tier 1 Capital ratio of at least 6 percent, a
Total Capital ratio of at least 10 percent and a Leverage Ratio of at least 5
percent.

        Based on the respective regulatory capital ratios at March 31, 1999, the
Bank is well capitalized, based on the definitions in the regulations issued by
the Federal Reserve Board and the other federal bank regulatory agencies setting
forth the general capital requirements mandated by FDICIA.


LIQUIDITY

        The liquidity of a banking institution reflects its ability to provide
funds to meet loan requests, to accommodate possible outflows in deposits and to
take advantage of interest rate market opportunities. Funding of loan requests,
providing for liability outflows, and management of interest rate fluctuations
require continuous analysis in order to match the maturities of specific
categories of short-term loans and investments with specific types of deposits
and borrowings. Bank liquidity is thus normally considered in terms of the
nature and mix of the banking institution's sources and uses of funds.

        Liquid assets consist of cash and due from banks, federal funds sold,
and securities available for sale. At March 31, 1999 the Bank's liquid assets
amounted to $45,126,000, or 23% of total assets compared with 26% at December
31, 1998.

        Management considers its liquidity to be adequate to meet its normal
funding requirements.


                                      -8-

<PAGE>   9

                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO


                                   -----------
                                                 

                    PART I - FINANCIAL INFORMATION CONTINUED


YEAR 2000 SOFTWARE INITIATIVE

         Management has initiated a bank-wide assessment, remediation and
conversion program to address the effect of the year 2000 on the Corporation's
information systems and application software. The Corporation's Year 2000
project contains assessment, renovation, validation and implementation phrases.
A substantial majority of the significant application software utilized by the
Corporation is via the use of third party data processors and management is
working with the vendors to ensure that the software will operate properly in
the year 2000. At this time, the estimated cost to remediate the Bank's year
2000 issues is not expected to be material.

         A contingency plan has been established for critical business system
application to mitigate potential problems/delays associated with either new
system replacements or established vendor delivery dates.

         The corporation, however, continues to bear some risk related to the
Year 2000 issue and could be adversely affected, if other entities (i.e.,
vendors) not affiliated with the Corporation do not appropriately address their
own Year 2000 compliance issues.

   













                                   -9-
<PAGE>   10


                          COMBANC, INC. AND SUBSIDIARY
                                  DELPHOS, OHIO


                                   -----------
                                    


                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

        The Commercial Bank, at any given time, is involved in a number of
lawsuits initiated by The Commercial Bank as a plaintiff, intending to collect
upon delinquent accounts, to foreclose upon real property, or to seize and sell
personal property pledged as security for any such account. Combanc, Inc. is
involved in no legal proceedings.

        At March 31, 1999, The Commercial Bank was involved in a number of such
cases as a party-plaintiff, and occasionally, as a party-defendant due to its
joinder as a lien holder, either by mortgage or by judgment lien. In the
ordinary case, The Commercial Bank's security and value of its lien is not
threatened, except through bankruptcy or loss of value of the collateral should
sale result in insufficient proceeds to satisfy the judgment.

        Management and the Board are not aware of any additional potential
claims against the Bank which have not been disclosed herein.


Item 6 - Exhibits and Reports on Form 8-K

        (a) Exhibit 11. Statement regarding computation of earnings per share is
            contained in Part I, Item 2.

        (b) Form 8-K was filed during the quarter ended September 30, 1998,
            to reflect the formation of ComBanc, Inc. the parent company of
            The Commercial Bank.

    



                                  -10-


<PAGE>   11



                                                              


                                   SIGNATURES


        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 thereunto duly authorized.

                                            COMBANC, INC.


Date:            May 10, 1999                /S/ Paul G. Wreede
                                             ----------------------------
                                             Paul G. Wreede
                                             President, CEO, and Director



Date:            May 10, 1999                /S/ Kathleen A. Miller
                                             ----------------------------
                                             Kathleen A. Miller
                                             Senior Vice President & CFO

                                      -11-
<PAGE>   12
                                 Exhibit Index
                                 -------------





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


    27                        Financial Data Schedule