<PAGE>   1



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

/X/      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2001


/ /      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____.

Commission file number:  000-28203

                                  CNBC BANCORP
                                  ------------
        (Exact name of small business issuer as specified in its charter)

            OHIO                                       31-1478140
-------------------------------         ---------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
 incorporation or organization)

              100 EAST WILSON BRIDGE ROAD, WORTHINGTON, OHIO 43085
              ----------------------------------------------------
                    (Address of principal executive offices)

                                 (614) 848-8700
                       -----------------------------------
                           (Issuer's telephone number)

Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

Common stock, without par value                    2,056,049 common shares
                                                   outstanding at July 31, 2001

Transitional Small Business Disclosure Format (check one):
Yes             No     X
     -------        -------


<PAGE>   2



                                  CNBC BANCORP
                                   FORM 10-QSB
                           QUARTER ENDED JUNE 30, 2001

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                              PAGE
<S>                                                                                                           <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

       Condensed Consolidated Balance Sheets ...............................................................    3

       Condensed Consolidated Income Statements.............................................................    4

       Condensed Consolidated Comprehensive Income Statements...............................................    5

       Condensed Consolidated Statements of Changes in
         Shareholders' Equity ..............................................................................    6

       Condensed Consolidated Statements of Cash Flows .....................................................    7

       Notes to the Consolidated Financial Statements ......................................................    8


Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................................................   13


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..................................................................................   18

Item 2.  Changes in Securities and Use of Proceeds..........................................................   18

Item 3.  Defaults Upon Senior Securities....................................................................   18

Item 4.  Submission of Matters to a Vote of Security Holders................................................   18

Item 5.  Other Information..................................................................................   18

Item 6.  Exhibits and Reports on Form 8-K...................................................................   18

SIGNATURES
 ............................................................................................................   20
</TABLE>



                                                                              2.
<PAGE>   3




                                  CNBC BANCORP
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    JUNE 30            DECEMBER 31
                                                                      2001                2000
                                                                      ----                ----
<S>                                                            <C>                 <C>
ASSETS

Cash and Noninterest-bearing Balances.......................   $   12,852,479      $     9,107,952
Interest-bearing Balances...................................       11,975,740              651,350
Federal Funds Sold..........................................                -            7,000,000
Money Market Funds..........................................       16,995,726           17,380,994
                                                              ---------------      ---------------
     Total Cash and Cash Equivalents........................       41,823,945           34,140,296

Securities Available for Sale...............................        7,318,851            7,100,324
Loans, Net..................................................      233,313,117          217,435,649
Premises and Equipment......................................        2,407,170            2,432,078
Accrued Interest Receivable.................................        1,185,716            1,229,957
Other Assets................................................        1,747,300            1,561,468
                                                              ---------------      ---------------

Total Assets................................................   $  287,796,099      $   263,899,772
                                                              ===============      ===============

LIABILITIES

Deposits:
     Noninterest-bearing....................................  $    31,762,809      $    26,856,234
     Interest-bearing.......................................      205,475,807          192,018,536
                                                              ---------------      ---------------
         Total Deposits.....................................      237,238,616          218,874,770
Borrowings..................................................       21,686,791           22,169,773
Obligated Mandatorily Redeemable Capital Securities
     of Subsidiary Trust....................................        4,000,000                    -
Other Liabilities...........................................        2,099,368            1,345,457
                                                              ---------------      ---------------

Total Liabilities...........................................      265,024,775          242,390,000

SHAREHOLDERS' EQUITY

Common Stock No Par Value;
     Authorized Shares - 3,000,000
     Issued - 2,084,559 in 2001 and
     2,043,087 in 2000......................................       14,476,284           14,030,897
Retained Earnings...........................................        8,684,410            7,521,199
Treasury Stock, 22,380 shares at cost in
     2001 and 3,000 shares at cost in 2000..................         (414,300)             (60,000)
Accumulated Other Comprehensive Income......................           24,930               17,676
                                                              ---------------      ---------------

Total Shareholders' Equity..................................       22,771,324           21,509,772
                                                              ---------------      ---------------

Total Liabilities and Shareholders' Equity..................  $   287,796,099      $   263,899,772
                                                              ===============      ===============
</TABLE>








                 See Notes to Consolidated Financial Statements



                                                                              3.
<PAGE>   4



                                  CNBC BANCORP
                    CONDENSED CONSOLIDATED INCOME STATEMENTS
                                  (UNAUDITED)
<TABLE>
<CAPTION>

                                                                  THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                                       JUNE 30                                JUNE 30
                                                              2001                  2000             2001                 2000
                                                              ----                  ----             ----                 ----
<S>                                                            <C>                <C>              <C>               <C>
INTEREST INCOME

         Loans, including Fees.......................          $4,939,662         $4,147,771       $ 9,906,515       $ 8,065,494
         Taxable Securities..........................             120,085            135,710           234,574           272,600
         Money Market Funds..........................             123,082            135,440           314,758           234,494
         Federal Funds Sold..........................              51,296             55,973           145,845            66,212
         Deposits with Banks.........................              22,127             34,160            41,229            36,233
                                                                ---------          ---------         ---------         ---------
Total Interest Income................................           5,256,252          4,509,054        10,642,921         8,675,033

INTEREST EXPENSE

         Deposits ...................................           2,119,146          2,012,999         4,483,038         3,791,472
         Borrowings..................................             437,815            205,859           817,944           404,071
                                                                ---------          ---------         ---------         ---------
Total Interest Expense...............................           2,556,961          2,218,858         5,300,982         4,195,543
                                                                ---------          ---------         ---------         ---------

         Net Interest Income.........................           2,699,291          2,290,196         5,341,939         4,479,490

         Provision for Loan Losses...................             150,100            100,800           338,800           201,600
                                                                ---------          ---------         ---------         ---------

Net Interest Income after Provision for Loan Losses..           2,549,191          2,189,396         5,003,139         4,277,890

NONINTEREST INCOME

         Service Charges on Deposits.................              53,055             40,564            96,405            81,911
         Retirement Plan Investment and
                     Administrative Fees.............              59,102             20,300           132,634            20,300
         Net Gains from Calls of Securities..........                 806                  -            16,897                 -
         Other Income................................              90,472             37,385           130,380           125,467
                                                                ---------          ---------         ---------         ---------
Total Noninterest Income.............................             203,435             98,249           376,316           227,678

NONINTEREST EXPENSES

         Salaries and Benefits.......................             925,468            812,500         1,852,538         1,537,873
         Occupancy and Equipment, Net................              92,827             83,710           189,348           169,479
         Data Processing.............................              42,962             38,790            87,809            79,324
         Professional Services.......................              68,588             43,974           123,792            78,002
         State Franchise Tax.........................              49,918             42,432            99,828            84,919
         Other Expenses..............................             317,242            180,347           533,530           396,903
                                                                ---------          ---------         ---------         ---------
Total Noninterest Expenses...........................           1,497,005          1,201,753         2,886,845         2,346,500
                                                                ---------          ---------         ---------         ---------

Income Before Income Taxes...........................           1,255,621          1,085,892         2,492,610         2,159,068
Income Tax Expense...................................             436,623            377,100           867,029           748,100
                                                                ---------          ---------         ---------         ---------

         Net Income..................................           $ 818,998          $ 708,792        $1,625,581        $1,410,968
                                                                =========          =========         =========         =========

EARNINGS PER COMMON SHARE

    Basic    ........................................            $   0.40           $   0.35          $   0.79          $   0.70
                                                                =========          =========         =========         =========

    Diluted                                                      $   0.38           $   0.33          $   0.76          $   0.66
                                                                =========          =========         =========         =========
</TABLE>



                 See Notes to Consolidated Financial Statements



                                                                              4.
<PAGE>   5



                                  CNBC BANCORP
             CONDENSED CONSOLIDATED COMPREHENSIVE INCOME STATEMENTS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                   JUNE 30                             JUNE 30
                                                            2001             2000              2001              2000
                                                            ----             ----              ----              ----

<S>                                                       <C>              <C>             <C>              <C>
Net Income.........................................       $818,998         $708,792        $1,625,581       $ 1,410,968

Other Comprehensive Income (Loss):

Unrealized Holding Gains and (Losses) on
         Securities Available for Sale.............          8,315           (8,000)           27,887            (6,538)
Reclassification Adjustments for (Gains)
         Later Recognized in Net Income............           (806)               -           (16,897)                -
                                                         ---------        ---------         ---------         ---------

Net Unrealized Gains and (Losses)..................          7,509           (8,000)           10,990            (6,538)
Tax Expense (Benefit)..............................          2,552           (2,720)            3,736            (2,243)
                                                         ---------        ---------         ---------         ---------

         Total Other Comprehensive Income (Loss)...          4,957           (5,280)            7,254            (4,295)
                                                         ---------        ---------         ---------         ---------

Comprehensive Income...............................      $ 823,955        $ 703,512         1,632,835        $1,406,673
                                                         =========        =========         =========         =========
</TABLE>





                 See Notes to Consolidated Financial Statements


                                                                              5.
<PAGE>   6



                                  CNBC BANCORP
                      CONDENSED CONSOLIDATED STATEMENTS OF
                         CHANGES IN SHAREHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                      SIX MONTHS ENDED
                                                                                           JUNE 30
                                                                                    2001              2000
                                                                                    ----              ----

<S>                                                                          <C>               <C>
BALANCES AT BEGINNING OF PERIOD........................                      $21,509,772       $19,104,679


Net Income.............................................                        1,625,581         1,410,968


Proceeds from Exercise of Warrants.....................                                -            65,915


Proceeds and Tax Benefit from Exercise
   of Stock Options....................................                          474,030           117,094


Treasury Shares Purchased..............................                         (475,250)         (239,000)


Stock Issued as Employee Compensation..................                            1,665             1,500

Cash Paid in Lieu of Fractional Shares on
  Three-for-Two Stock Split............................                             (536)                -

Cash Dividends Declared ($0.18 per share
  in 2001 and $0.16 per share in 2000).................                         (371,192)         (320,660)


Other Comprehensive Income.............................                            7,254            (4,295)
                                                                             -----------       -----------


BALANCES AT END OF PERIOD..............................                      $22,771,324       $20,136,201
                                                                             ===========       ===========
</TABLE>




                 See Notes to Consolidated Financial Statements



                                                                              6.
<PAGE>   7


                                  CNBC BANCORP
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                       SIX MONTHS ENDED
                                                                                           JUNE 30
                                                                                   2001                 2000
                                                                                   ----                 ----

<S>                                                                            <C>                   <C>
Net Income                                                                     $ 1,625,581           $1,410,968
Adjustments to Reconcile Net Income to Net Cash
         Provided by Operating Activities:
                  Provision for Loan Losses...................                     338,800              201,600
                  Depreciation................................                     160,655              138,000
                  Net Realized Gain from Calls of Securities
                     Available for Sale.......................                     (16,897)                   -
                  Net Amortization/Accretion on Securities....                        (829)              (3,414)
                  Federal Home Loan Bank Stock Dividend.......                     (49,700)             (46,000)
                  Changes in:
                           Interest Receivable................                      44,241              (24,026)
                           Other Assets.......................                     (62,851)            (197,486)
                           Other Liabilities..................                     709,133               63,101
                                                                               -----------           ----------

         Net Cash Provided by Operating Activities............                   2,748,133            1,542,743

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of Securities Available for Sale....................                  (8,340,111)          (3,463,950)
Maturities of Securities Available for Sale...................                   1,500,000            6,000,000
Calls of Securities Available for Sale........................                   6,700,000                    -
Net Increase in Loans.........................................                 (16,216,268)         (14,228,039)
Purchase of Premises and Equipment............................                    (135,747)            (210,996)
                                                                               -----------           ----------

         Net Cash Flows Used in Investing Activities..........                 (16,492,126)         (11,902,985)

CASH FLOWS FROM FINANCING ACTIVITIES

Net Increase in Deposits......................................                  18,363,846           22,816,215
Net Proceeds from Issuance of Common Stock....................                     475,695              184,509
Cash Paid in Lieu of Fractional Shares in Stock Split.........                        (536)                   -
Purchase of Treasury Shares...................................                    (475,250)            (239,000)
Principal Payments on Federal Home Loan Bank Advances.........                    (375,829)            (249,117)

Maturities of Federal Home Loan Bank Advances.................                           -             (250,000)

Advances from Federal Home Loan Bank..........................                           -            4,000,000
Proceeds from Issuance of Trust Preferred Securities .........                   3,873,283                    -
Repayment of Loans Payable....................................                    (107,153)             (99,160)
Dividends Paid................................................                    (326,414)            (264,906)
                                                                               -----------           ----------

         Net Cash Flows Provided by Financing Activities......                  21,427,642           25,898,541
                                                                               -----------           ----------

         Net Change in Cash and Cash Equivalents..............                   7,683,649           15,538,299
Cash and Cash Equivalents at Beginning of Year................                  34,140,296           11,816,859
                                                                               -----------           ----------
Cash and Cash Equivalents at End of Period....................                 $41,823,945          $27,355,158
                                                                             ==============        ============

Cash Paid During the Period for
         Interest.............................................                 $ 5,210,509          $ 4,185,261
         Income Taxes.........................................                     690,000              800,000
</TABLE>

                 See Notes to Consolidated Financial Statements


                                                                              7.
<PAGE>   8

                                  CNBC BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These interim financial statements are prepared without audit and reflect all
adjustments which, in the opinion of management, are necessary to present fairly
the consolidated financial position of CNBC Bancorp ("CNBC") at June 30, 2001
and its results of operations and cash flows for the periods presented. All such
adjustments are normal and recurring in nature. The accompanying consolidated
financial statements have been prepared in accordance with the instructions of
Form 10-QSB and, therefore, do not purport to contain all necessary financial
disclosures required by accounting principles generally accepted in the United
Sates of America that might otherwise be necessary in the circumstances, and
should be read in conjunction with the consolidated financial statements and
notes thereto of CNBC Bancorp for the year ended December 31, 2000, included in
its 2000 Annual Report. Reference is made to the accounting policies of CNBC
Bancorp described in the notes to consolidated financial statements contained in
its 2000 Annual Report. CNBC has consistently followed these policies in
preparing this Form 10-QSB.

The accompanying consolidated financial statements include the accounts of CNBC
and its wholly-owned subsidiaries, Commerce National Bank ("Commerce National"),
CNBC Retirement Services, Inc. ("CRS, Inc.") and CNBC Statutory Trust I. All
significant intercompany transactions and balances have been eliminated.

Revenues and assets are derived primarily from the banking industry, serving
small business customers in the central Ohio region. Banking deposit products
include checking and savings accounts and certificates of deposit. Business
loans are secured by real estate, accounts receivable, inventory, equipment and
other types of collateral and are expected to be repaid from cash flows from
operations of businesses. Personal loans are secured by real estate, stocks and
other collateral. A small portion of loans are unsecured. Management considers
CNBC to operate primarily in one business segment, banking.

To prepare financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates
and assumptions based on available information. These estimates and assumptions
affect amounts reported in the financial statements and the disclosures
provided, and future results could differ. The allowance for loan losses, fair
values of financial instruments and the status of contingencies are particularly
subject to change.

Basic Earnings Per Share ("EPS") is net income divided by the weighted-average
number of common shares outstanding. Diluted EPS is the weighted-average number
of common shares outstanding during the year and the assumed exercise of
dilutive stock options and warrants less the number of treasury shares assumed
to be purchased from the proceeds using the average market price of CNBC's
common stock. The calculation for weighted average shares is as follows:


<TABLE>
<CAPTION>

                                                      THREE MONTHS ENDED             SIX MONTHS ENDED
                                                           JUNE 30                        JUNE 30
                                                     2001           2000          2001           2000
                                                     ----           ----          ----           ----

<S>                                                <C>           <C>            <C>           <C>
Weighted average shares for basic EPS              2,066,371     2,004,901      2,063,797     2,001,338
Add dilutive effect of:
   Exercise of Warrants.........................           -        28,329              -        32,127
   Exercise of Stock Options....................      62,759        96,584         68,499        98,131
                                                   ---------     ---------      ---------     ---------
Weighted averages shares for diluted EPS........   2,129,130     2,129,814      2,132,296     2,131,596
                                                   =========     =========      =========     =========

Stock options not considered in computing
   diluted earnings per common share
   because antidilutive.........................      28,138         9,071         34,741         9,071
</TABLE>

On April 24, 2001, the CNBC Board of Directors declared a three-for-two stock
split effected in the form of a 50% stock dividend payable on May 10, 2001. All
shares and per share amounts have been restated to reflect the three-for-two
stock split.


                                                                              8.
<PAGE>   9

                                  CNBC BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income tax expense is based on the effective tax rate expected to be applicable
for the entire year. Income tax expense is the total of the current year income
tax due or refundable and the change in deferred tax assets and liabilities.
Deferred tax assets and liabilities are the expected future tax amounts for the
temporary differences between the carrying amounts and tax basis of assets and
liabilities, computed using enacted tax rates. A valuation allowance, if needed,
reduces deferred tax assets to the amount expected to be realized.

Beginning January 1, 2001, a new accounting standard requires all derivatives to
be recorded at fair value. Unless designated hedges, changes in fair values are
recorded in the income statement. Fair value changes involving hedges are
generally recorded by offsetting gains and losses on the hedge and on the hedged
item, even if the fair value of the hedged item is not otherwise recorded.
Adoption of this standard on January 1, 2001 had no effect on CNBC's financial
statements as no derivatives are currently held.

In September 2000, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities."
SFAS 140 replaces SFAS 125 and resolves various implementation issues while
carrying forward most of the provisions of SFAS 125 without change. SFAS 140
revises standards for transfers of financial assets by clarifying criteria and
expanding guidance for determining whether the transferor has relinquished
control and the transfer is therefore accounted for as a sale. SFAS 140 also
adopts new accounting requirements for pledged collateral and requires new
disclosures about securitizations and pledged collateral. SFAS 140 is effective
for transfers occurring after March 31, 2001 and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. There was no impact to CNBC's financial statements at June
30, 2001.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS No.
141 requires all business combinations within its scope to be accounted for
using the purchase method, rather than the pooling-of-interests method. The
provisions of this Statement apply to all business combinations initiated after
June 30, 2001. The adoption of this statement will only impact CNBC's financial
statements if it enters into a business combination.

Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which addresses the accounting for such assets arising from prior and
future business combinations. Upon the adoption of this Statement, goodwill
arising from business combinations will no longer be amortized, but rather will
be assessed regularly for impairment, with any such impairment recognized as a
reduction to earnings in the period identified. Other identified intangible
assets, such as core deposit intangible assets, will continue to be amortized
over their estimated useful lives. CNBC is required to adopt this Statement on
January 1, 2002 and early adoption is not permitted. The adoption of this
Statement will not materially impact CNBC's financial statements.

Certain items in the financial statements have been reclassified to conform with
the current presentation.


                                                                              9.
<PAGE>   10



                                  CNBC BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 2 - LOANS

Loans were comprised of the following:

<TABLE>
<CAPTION>
                                                                   JUNE 30, 2001         DECEMBER 31, 2000
                                                                   -------------         -----------------

<S>                                                                <C>                       <C>
Residential Real Estate Loans....................                  $  23,935,065             $  25,591,579
Real Estate Construction Loans...................                      9,529,661                 6,712,955
Real Estate Investment Loans:
   Commercial Real Estate........................                     60,118,520                55,700,774
   Residential Real Estate.......................                     46,231,018                39,486,711
   Multi-Family Real Estate......................                     16,383,227                15,361,448
Business Loans...................................                     66,508,896                64,487,080
Personal Loans...................................                     13,975,946                13,257,976
                                                                   -------------             -------------
         Subtotal................................                    236,682,333               220,598,523
Allowance for Loan Losses........................                     (2,944,779)               (2,760,000)
Net Deferred Loan Origination Fees and Costs.....                       (424,437)                 (402,874)
                                                                   -------------             -------------

Net Loans........................................                   $233,313,117              $217,435,649
                                                                   =============             =============
</TABLE>

Activity in the allowance for loan losses was as follows:

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                               JUNE 30                                 JUNE 30
                                                       2001               2000               2001                  2000
                                                       ----               ----               ----                  ----

<S>                                                  <C>                 <C>                <C>                <C>
Beginning Balance................................    $2,813,311          $2,650,800         $2,760,000         $2,550,000
Loan Loss Provision..............................       150,100             100,800            338,800            201,600
Loans Charged-Off................................       (27,137)                  -           (164,637)                 -
Recoveries on Loans Previously Charged Off.......         8,505                 428             10,616                428
                                                     ----------          ----------         ----------         ----------

Ending Balance...................................    $2,944,779          $2,752,028         $2,944,779         $2,752,028
                                                     ==========          ==========         ==========         ==========
</TABLE>

Information regarding nonperforming and impaired loans was as follows:

<TABLE>
<CAPTION>

                                                              JUNE 30, 2001         DECEMBER 31, 2000
                                                              -------------         -----------------

<S>                                                       <C>                    <C>
Loans Past Due Over 90 Days
          And Accruing Interest..................           $        16,794          $             -
Nonaccrual Loans.................................                    31,307                  162,699

Impaired Loans with No Allowance
          for Loan Losses Allocated..............           $        31,307          $       297,307
Impaired Loans with Allowance
          for Loan Losses Allocated..............                 1,575,153                  921,027
                                                           ----------------          ---------------
Total............................................           $     1,606,460          $     1,218,334
                                                           ================          ===============

Amount of Allowance for Loan Losses
  Allocated to Impaired Loan Balance.............           $       326,000          $       177,000
</TABLE>


                                                                             10.
<PAGE>   11



                                  CNBC BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 3 - DEPOSITS

Total interest-bearing deposits were classified as follows:

<TABLE>
<CAPTION>

                                                              JUNE 30, 2001         DECEMBER 31, 2000
                                                              -------------         -----------------

<S>                                                             <C>                     <C>
Interest-bearing Demand..........................               $24,225,325             $  17,726,364
Savings..........................................                76,480,285                71,955,397
Time, Balances Under $100,000....................                38,937,293                41,909,195
Time, Balances $100,000 and Over.................                65,832,904                60,427,580
                                                              -------------              ------------

Total Interest Bearing Deposits..................             $ 205,475,807             $ 192,018,536
                                                              =============             =============
</TABLE>


Total deposit accounts with balances of $100,000 and over, including
noninterest-bearing demand accounts, totaled $162,576,000 at June 30, 2001 and
$140,775,000 at December 31, 2000. Commerce National accepts time deposits from
customers outside its primary market area, which are primarily solicited through
a national rate-listing network. The total balances of these time deposits were
$53,128,000 at June 30, 2001 and $50,572,000 at December 31, 2000.


NOTE 4 - COMMITMENTS AND CONTINGENCIES

Some financial instruments, such as loan commitments, credit lines, letters of
credit and overdraft protection, are issued to meet customer-financing needs.
These are agreements to provide credit or to support the credit of others, as
long as conditions established in the contract are met, and usually have
expiration dates. Commitments may expire without being used. Off-balance-sheet
risk to credit loss exists up to the face amount of these instruments, although
material losses are not anticipated. The same credit policies are used to make
such commitments as are used for loans, including obtaining collateral at
exercise of the commitment.

A summary of the notional amounts of financial instruments with
off-balance-sheet risk were as follows:

<TABLE>
<CAPTION>

                                                              JUNE 30, 2001         DECEMBER 31, 2000
                                                              -------------         -----------------

<S>                                                          <C>                       <C>
Unadvanced Lines of Credit ......................             $  47,152,000             $  40,587,000
Unadvanced Draw Notes............................                10,927,000                13,572,000
New Loan Commitments:
         Secured by Real Estate..................                14,372,000                14,129,000
         Other...................................                 5,557,000                 5,825,000
Letters of Credit................................                 3,084,000                 3,684,000
Available Lines for Credit Cards.................                 2,215,000                 2,037,000
</TABLE>

Commitments to make fixed-rate loans at current market rates, and included above
were $4,291,000 at June 30, 2001 with rates ranging from 6.95% to 9.00%, and
$820,000 at December 31, 2000, with rates ranging from 8.50% to 10.00%. Also
included above at June 30, 2001 are $2,186,000 of one and five-year adjustable
rate loans with fixed starting rates ranging from 7.00% to 8.375%. At December
31, 2000, there was $4,404,000 of five-year adjustable rate loans with starting
rates ranging from 8.00% to 9.50%.



                                                                             11.
<PAGE>   12



                                  CNBC BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5 - REGULATORY MATTERS

CNBC and Commerce National are subject to regulatory capital requirements
administered by federal banking agencies. Capital adequacy guidelines and,
additionally for banks, prompt corrective action regulations, involve
quantitative measures of assets, liabilities and certain off-balance-sheet items
calculated under regulatory accounting practices. Capital amounts are also
subject to qualitative judgments by regulators. Failure to meet capital
requirements can initiate regulatory action.

The prompt corrective action regulations provide five regulatory capital
classifications: well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized. These terms are
not intended to represent overall financial condition. CNBC and Commerce
National met the requirements of a well capitalized institution as defined above
at June 30, 2001 and December 31, 2000. If Commerce National's capital
classification were to change to adequately capitalized, it would need to obtain
regulatory approval to continue to accept brokered deposits.

Actual and required capital amounts and ratios are presented below.
<TABLE>
<CAPTION>

                                                                                                                To Be Well
                                                                                                            Capitalized Under
                                                                                       For Capital          Prompt Corrective
                                                             Actual                Adequacy Purposes         Action Provisions
                                                             ------                -----------------        ------------------
                                                       Amount      Ratio           Amount       Ratio      Amount        Ratio
                                                       ------      -----           ------       -----      ------        -----

                                                                             (Dollars in Millions)
<S>                                                     <C>          <C>            <C>          <C>        <C>          <C>
JUNE 30, 2001
Total Capital to Risk Weighted Assets
     CNBC..........................................     $29.7        12.6%          $18.8        8.0%       $23.5        10.0%
     Commerce National.............................     $28.9        12.4%          $18.7        8.0%       $23.4        10.0%
Tier 1 (Core) Capital to Risk Weighted Assets
     CNBC..........................................     $26.7        11.4%           $9.4        4.0%       $14.1         6.0%
     Commerce National.............................     $17.7         7.6%           $9.4        4.0%       $14.0         6.0%
Tier 1 (Core) Capital to Average Assets
     CNBC..........................................     $26.7        10.0%          $10.7        4.0%       $13.4         5.0%
     Commerce National.............................     $17.7         6.6%          $10.7        4.0%       $13.3         5.0%


DECEMBER 31, 2000
Total Capital to Risk Weighted Assets
     CNBC..........................................     $24.2        10.9%          $17.8        8.0%       $22.3        10.0%
     Commerce National.............................     $25.1        11.3%          $17.8        8.0%       $22.2        10.0%
Tier 1 (Core) Capital to Risk Weighted Assets
     CNBC..........................................     $21.5         9.6%           $8.9        4.0%       $13.4         6.0%
     Commerce National.............................     $16.0         7.2%           $8.9        4.0%       $13.3         6.0%
Tier 1 (Core) Capital to Average Assets
     CNBC..........................................     $21.5         8.5%          $10.1        4.0%       $12.6         5.0%
     Commerce National.............................     $16.0         6.4%          $10.0        4.0%       $12.5         5.0%
</TABLE>


In February 2001, CNBC issued $4.0 million of Obligated Mandatorily Redeemable
Capital Securities through a special purpose subsidiary in a private offering.
These securities are included in CNBC Bancorp's regulatory capital calculation,
however the interest paid is deductible for tax purposes. CNBC injected $2.0
million of the net proceeds into Commerce National in the form of subordinated
notes.




                                                                             12.
<PAGE>   13



                                  CNBC BANCORP
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

INTRODUCTION

The following discussion focuses on the consolidated financial condition of CNBC
Bancorp ("CNBC") at June 30, 2001, compared to December 31, 2000, and the
consolidated results of operations for the three and six months ended June 30,
2001 compared to the same periods in 2000. The purpose of this discussion is to
provide the reader with a more thorough understanding of the consolidated
financial statements. This discussion should be read in conjunction with the
interim consolidated financial statements and related footnotes.

When used in this Form 10-QSB or future filings by CNBC with the Securities and
Exchange Commission, in CNBC's press releases or other public or shareholder
communications, or in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," "believe," or similar
expressions are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. CNBC wishes to
caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made, and to advise readers that
various factors, including regional and national economic conditions, changes in
levels of market interest rates, credit risks of lending activities and
competitive and regulatory factors, could affect CNBC's financial performance
and could cause CNBC's actual results for future periods to differ materially
from those anticipated or projected. CNBC does not undertake, and specifically
disclaims, any obligation to publicly release the result of any revisions which
may be made to any forward-looking statements to reflect occurrence of
anticipated or unanticipated events or circumstances after the date of such
statements.

CNBC is not aware of any trends, events or uncertainties that will have or are
reasonably likely to have a material effect on the liquidity, capital resources
or operations except as discussed herein. In addition, CNBC is not aware of any
current recommendations by regulatory authorities that would have such effect if
implemented.


FINANCIAL CONDITION

Total assets increased $23.9 million, or 9.1%, to $287.8 million at June 30,
2001. The two largest components of this increase were an increase in cash and
cash equivalents of $7.7 million and an increase of $15.9 million in net loans
outstanding.

The increase in cash and cash equivalents at June 30, 2001, was due to increased
liquidity from strong deposit growth. The cash and cash equivalents balance at
June 30, 2001 is slightly higher than historical levels as management has
maintained approximately 10% of total assets in cash and cash equivalents to
provide adequate liquidity for fluctuations in business customers' lines of
credit and demand deposit accounts.

The increase in loans was comprised primarily of a $12.2 million increase in
real estate investment loans and a $2.0 million increase in business loans.
Average loans outstanding for the six months ended June 30, 2001 were $227.0
million versus $185.2 million for 2000, an increase of 22.5%. The percentage
increase in average loans outstanding was greater than the 14.9% experienced
during the same period last year.



                                                                             13.
<PAGE>   14

                                  CNBC BANCORP
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


The primary funding source for the asset growth was an $18.4 million increase in
deposit accounts. $6.5 million of this increase was in interest-bearing demand
account balances, and resulted from increased balances in a number of title
company customers' accounts. Noninterest-bearing and savings deposit balances
continue to grow as a result of Commerce National's small business focus and
available cash management products for its customers. Certificates of deposit
grew $2.4 million, with $2.6 million of growth achieved through solicitation of
deposits on the national rate-listing network to which Commerce National
subscribes with terms generally ranging from 18 months to 3 years.

In February 2001, CNBC participated in a pooled transaction involving the
issuance of Trust Preferred Securities. These securities carry a tax-deductible
interest rate of 10.2% and qualify for inclusion in Tier 1 capital for
regulatory capital adequacy purposes. A total of $4.0 million in securities was
issued, resulting in $3.9 million in net proceeds to CNBC. CNBC immediately
injected $2.0 million of the proceeds into Commerce National as subordinated
debentures. Remaining proceeds will be used for general corporate purposes
including the possible funding needs for a stock repurchase program for up to
75,000 shares, which was approved by the CNBC Bancorp board in January 2001.


RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2000

Net income for the six-month period ended June 30, 2001 was $1,625,581, a 15.2%
increase, compared to $1,410,968 during the same period in 2000. The increase in
earnings was due to improved net interest income from an increase in loan
balances, offset somewhat by increased noninterest expense.

NET INTEREST INCOME

Net interest income is the largest component of CNBC's income and is affected by
the interest rate environment and the volume and composition of interest-earning
assets and interest-bearing liabilities. Net interest income increased by
$862,000 for the six-month period ended June 30, 2001, compared to the same
period in 2000. The 19.3% increase in net interest income was primarily the
result of an increase in average loans outstanding of 22.5% for 2001 compared to
2000. Loan growth was most significant in the business and real estate
investment loan categories, which reflects Commerce National's business focus
and an expanding local economy. Total interest income during the six-month
period ended June 30, 2001 increased 22.7% over the prior year six-month period,
compared to a 26.3% increase in total interest expense. The net interest margin
for the six months ended June 30, 2001 was 4.21%, compared to 4.37% for the same
period in 2000. The primary reason for the decrease in the net interest margin
is the interest cost of the Trust Preferred Securities which were issued in
February 2001.

PROVISION FOR LOAN LOSSES

The increase in the provision for loan losses of $137,000 for the six months
ended June 30, 2001 over the same period in the prior year was due to loan
charge-offs incurred during the first half of 2001. Trends in nonperforming and
impaired loans have been increasing from the prior year, however impaired loans
are still low as a percentage of loans, totaling .68% at June 30, 2001 as
compared to .38% at June 30, 2000.



                                                                             14.
<PAGE>   15

                                  CNBC BANCORP
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

NONINTEREST INCOME

Noninterest income for the six months ended June 30, 2001 increased $149,000,
representing a 65.3% increase over the same period in the prior year. The
largest component of this increase was retirement plan administration fee income
from CNBC Retirement Services, Inc. ("CRS, Inc."). Effective June 1, 2000, CNBC
acquired The Puppel Companies, (renamed CNBC Retirement Services, Inc.,) which
is a wholly-owned subsidiary of CNBC. Services provided by CRS, Inc. include
investment, administration and accounting services to business retirement plans.

NONINTEREST EXPENSE

Noninterest expense increased $540,000, or 23.0% for the six months ended June
30, 2001 versus the six months ended June 30, 2000. Increases in salaries and
benefits of $315,000 accounted for 58.2% of the increase. In addition to normal
raises and staff additions, the acquisition of CRS, Inc. in June 2000 added four
additional employees.

Professional services increased 58.7%, for the six months ended June 30, 2001
versus the six months ended June 30, 2000. This $46,000 increase was largely a
result of consulting fees related to internet banking and testing of Commerce
National's computer network system, as well as consulting fees related to CRS,
Inc.

Of the $137,000 increase in other expenses, $47,000 represented increased
expenditures on direct marketing efforts and $19,000 in additional employee
education and training expenses. The remaining increases in expenses were due to
CNBC's continued growth.

Federal income tax expense increased $119,000, or 15.9% for the six months ended
June 30, 2001 versus the six months ended June 30, 2000. The increase in federal
income tax expense was the result of CNBC's increased profitability. CNBC's
effective tax rate was 34.8% for the six months ended June 30, 2001 compared to
34.6% for the six months ended June 30, 2000. Taxes paid for the six months
ended June 30, 2001 were lower than taxes paid for the same period in 2000 due
to the tax benefit related to the exercise of non-qualified stock options in the
first half of 2001.


RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2000

Second quarter income in 2001 was $818,998, a 15.5% increase over the $708,792
for the same period in 2000. The increase in earnings was due to improved net
interest income offset somewhat by increased noninterest expense.

NET INTEREST INCOME

Interest income for the second quarter 2001 was $5,256,000, an increase of 16.6%
over the same period in 2000. Interest expense for the second quarter 2001 was
$2,556,961, an increase of 15.2% over the same period in 2000. The 17.9%
increase in net interest income was primarily the result of an increase in
average loans outstanding.


                                                                             15.
<PAGE>   16

                                  CNBC BANCORP
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

NONINTEREST INCOME

Noninterest income for the three months ended June 30, 2001 increased $105,000,
a 107.1% increase over the same period in the prior year. This increase was a
result of increased credit card and merchant processing fees, money market
mutual fund servicing fees, CRS Inc. fee income and an increase in value of
money market mutual funds invested for deferred compensation plans. Effective
June 1, 2000, CNBC acquired The Puppel Companies, renamed CNBC Retirement
Services, Inc. ("CRS, Inc."), a wholly-owned subsidiary of CNBC.

NONINTEREST EXPENSE

Noninterest expense increased $295,000, or 24.6% for the three months ended June
30, 2001 versus the three months ended June 30, 2000. Increases in salaries and
benefits of $113,000 accounted for 38.3% of the increase. In addition to normal
raises and staff additions to support CNBC's growth, the acquisition of CRS,
Inc. in June 2000 added four additional employees.

Professional services increased 56.0%, for the three months ended June 30, 2001.
This $25,000 increase was largely a result of consulting fees related to
internet banking and testing of Commerce National's computer network system, as
well as consulting fees related to CRS, Inc.

Of the $137,000 increase in other expenses, $35,000 represented increased
expenditures on direct marketing efforts and $11,000 in additional employee
education and training expenses. The remaining increases in expenses were due to
CNBC's continued growth.

Federal income tax expense was up $60,000, or 15.8% for the three months ended
June 30, 2001 versus the three months ended June 30, 2000. The increase in
federal income tax expense was the result of CNBC's increased profitability.


LIQUIDITY

CNBC's objective in managing liquidity is to maintain the ability to meet the
cash flow needs of its customers, such as new loans or deposit withdrawals, as
well as its own financial commitments. The principal sources of liquidity are
new deposit accounts, loan principal payments, money market mutual funds,
securities available for sale, federal funds sold and cash and deposits with
banks. Along with its liquid assets, CNBC has additional sources of liquidity
available to ensure that adequate funds are available as needed. These sources
include, but are not limited to, the sale of loan participations to other
financial institutions, the purchase of federal funds and borrowing from the
Federal Home Loan Bank or Federal Reserve Bank. Management believes that it has
the capital adequacy, profitability and reputation to meet its current and
foreseeable liquidity needs.


                                                                             16.
<PAGE>   17

                                  CNBC BANCORP
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


At June 30, 2001, Commerce National had $69.1 million in available short-term
funding sources to mitigate risks from changes in deposit account balances or
other liquidity needs. Cash and short-term investments do not include balances
due from the Federal Reserve Bank. These sources are detailed as follows:

     Cash and short-term investments                                $ 29,415,000
     Unused borrowing capacity with the Federal Home Loan Bank        29,531,000
     Federal funds lines of credit with other banks                    8,400,000
     Unpledged investment securities                                   1,743,000
                                                                    ------------
     Total                                                          $ 69,089,000
                                                                    ============

Commerce National also has collateral pledged to the Federal Reserve Bank that
would allow borrowings at the discount window of $47,865,000. No borrowings with
the Federal Reserve were outstanding at June 30, 2001.


CAPITAL RESOURCES

CNBC and Commerce National are both subject to regulatory capital requirements.
These requirements measure capital levels utilizing three different
calculations. Based on these calculations, CNBC and Commerce National are
assigned to a capital category which, among other things, dictates certain
business practices of the organization, the level of Commerce National's FDIC
insurance premiums and which process is followed in obtaining regulatory
approvals necessary for branch applications, mergers and similar transactions.
CNBC's capital requirements are measured on a combined basis with Commerce
National and CRS, Inc., using consolidated totals. Commerce National is measured
independently. As of December 31, 2000, CNBC and Commerce National were
classified in the "well capitalized" category. It is management's policy to
manage the growth of Commerce National and provide for the appropriate capital
resources that will result in Commerce National maintaining its classification
as a "well capitalized" institution. Similarly, it is management's policy to
maintain the classification of CNBC as either "adequately capitalized" or "well
capitalized." For further information on capital requirements, including actual
ratios, see Note 5 to the CNBC Bancorp Consolidated Financial Statements
included in this report.

In January 2001, CNBC approved the purchase of up to 75,000 shares of its common
stock over the next year to be used for general corporate purposes. The shares
will be purchased from time to time in the open market or through private
transactions at market price. CNBC purchased 17,250 shares in the first quarter
of 2001 and 8,400 shares in the second quarter of 2001.

In February 2001, CNBC issued $4.0 million of Obligated Mandatorily Redeemable
Capital Securities through a special purpose subsidiary in a private offering.
These securities are included in CNBC Bancorp's regulatory capital calculation,
however the interest paid is deductible for tax purposes. CNBC injected $2.0
million of the net proceeds into Commerce National in the form of subordinated
notes.

On April 24, 2001, CNBC's shareholders approved an increase in its authorized
shares from two million to three million which provided the necessary shares for
its Board of Directors to approve a three-for-two stock split effected in the
form of a 50% stock dividend payable on May 10, 2001. All shares and per share
amounts have been restated to reflect the three-for-two stock split.



                                                                             17.
<PAGE>   18



                                  CNBC BANCORP

                                   FORM 10-QSB
                           Quarter ended June 30, 2001
                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------
Item 1 -       LEGAL PROCEEDINGS:
               -----------------
               There are no matters required to be reported under this item.


Item 2 -       CHANGES IN SECURITIES AND USE OF PROCEEDS:
               -----------------------------------------
               There are no matters required to be reported under this item.


Item 3 -       DEFAULTS UPON SENIOR SECURITIES:
               -------------------------------
               There are no matters required to be reported under this item.


Item 4 -       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
               ---------------------------------------------------
               On April 24, 2001 CNBC Bancorp held the Annual Meeting of
               Shareholders at which shareholders voted upon the election of six
               directors for a term expiring in 2004. The results of the voting
               on these matters were as follows:

               NOMINEE                         VOTES FOR         WITHHELD

               Mark S. Corna                   912,474                100
               Donald R. Kenney                911,474              1,100
               David J. Ryan                   913,674                  0
               John A. Romelfanger             913,674                  0
               Judith A. DeVillers             913,674                  0
               Clark Kellogg                   913,674                  0

               The following director's term of office continued after the
               meeting:

               Loreto V. Canini, Jameson M. Crane, Jr, George A. Gummer, William
               L. Hoy, Thomas D. McAuliffe, Samuel E. McDaniel, Richard F. Ruhl,
               Peter C. Taub, John A. Tonti, Alan R. Weiler, Michael Wren.

               Other matters submitted to the shareholders, for which the
               following votes were cast:

               1) Ratification of Crowe, Chizek and Company, LLC as independent
               auditors for CNBC Bancorp.

               FOR: 908,594   AGAINST: 0  WITHHOLD AUTHORITY: 0  ABSTAIN:  5,080

               2) Amend and restate CNBC's Articles of Incorporation to increase
               its authorized common shares from two million to three million.

               FOR: 908,044  AGAINST: 0  WITHHOLD AUTHORITY: 350  ABSTAIN: 5,280


Item 5 -       OTHER INFORMATION:
               -----------------
               There are no matters required to be reported under this item.


Item 6 -       EXHIBITS AND REPORTS ON FORM 8-K:
                 (a)(1)  Exhibit 3.1 - Articles of Incorporation of CNBC
                         Bancorp. Reference is made to Exhibit 3.1 to the
                         Registration Statement on Form SB-2, File No.
                         333-68797, filed March 12, 1999, which exhibit is
                         incorporated herein by reference.

                    (2)   Exhibit 3.2 - Code of Regulations of CNBC Bancorp.
                          Reference is made to Exhibit 3.2 to the Registration
                          Statement on Form SB-2, File No. 333-68797, filed
                          March 12, 1999, which exhibit is incorporated herein
                          by reference.


                                                                             18.
<PAGE>   19

                                   FORM 10-QSB
                           Quarter ended June 30, 2001
                           PART II - OTHER INFORMATION

--------------------------------------------------------------------------------

                    (3)  Exhibit 10.1 - Employment Agreement dated as of
                         March 1, 1998 as amended and restated effective
                         December 31, 1998 by and between and among Commerce
                         National Bank, CNBC Bancorp and Thomas D. McAuliffe.
                         Reference is made to Exhibit 10.1 to Form 10-QSB dated
                         June 30, 1999.

                    (4)  Exhibit 10.2 - Form of Indemnification Agreement
                         between CNBC Bancorp and its directors, officers and
                         certain representatives. Reference is made to Exhibit
                         10.2 to the Registration Statement on Form SB-2, File
                         No. 333-68797, filed March 12, 1999, which exhibit is
                         incorporated herein by reference.

                    (5)  Exhibit 10.3 -Non-Qualified Stock Option Plan.
                         Reference is made to Exhibit 10.3 to the Registration
                         Statement on Form SB-2, File No. 333-68797, filed March
                         12, 1999, which exhibit is incorporated herein by
                         reference.

                    (6)  Exhibit 10.4 -Form of Deferred Compensation Agreement.
                         Reference is made to Exhibit 10.4 to the Registration
                         Statement on Form SB-2, File No. 333-68797, filed March
                         12, 1999, which exhibit is incorporated herein by
                         reference.

                    (7)  Exhibit 10.5 - CNBC Bancorp 1999 Stock Option Plan.
                         Reference is made to Exhibit 10.5 to Form 10-QSB dated
                         June 30, 1999.

                    (8)  Exhibit 10.6 - Employment Agreement dated as of June 1,
                         2000, by and between and among Commerce National Bank,
                         CNBC Bancorp and John A. Romelfanger. Reference is made
                         to Exhibit 10.6 to Form 10-QSB dated September 30,
                         2000.

                    (9)  Exhibit 10.7 - Employment Agreement dated as of June 1,
                         2000, by and between and among CNBC Retirement
                         Services, Inc., CNBC Bancorp and Dennis D. Puppel.
                         Reference is made to Exhibit 10.7 to Form 10-QSB dated
                         September 30, 2000.


               (b)  A report on Form 8-K was filed May 2, 2001 regarding Other
                    Events. The report addressed CNBC's 3 for 2 stock split to
                    shareholders of record on May 3, 2001.


                                                                             19.
<PAGE>   20

                                  CNBC BANCORP

                                   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.


                                   CNBC BANCORP
                                   ---------------------------------------------
                                   (Registrant)



Date:   AUGUST 14, 2001            /s/ THOMAS D. MCAULIFFE
      --------------------         ---------------------------------------------
                                   (Signature)
                                   Thomas D. McAuliffe
                                   Chairman and President



Date:   AUGUST 14, 2001            /s/ JOHN ROMELFANGER
     ---------------------         ---------------------------------------------
                                   (Signature)
                                   John Romelfanger
                                   Treasurer








--------------------------------------------------------------------------------

                                                                             20.
<PAGE>   21




                                Index to Exhibits

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
EXHIBIT NUMBER                       DESCRIPTION                                     PAGE NUMBER
--------------                       -----------                                     -----------

<S>                 <C>                                                         <C>
      3.1            Articles of Incorporation of CNBC Bancorp                   Reference is made to Exhibit
                                                                                 3.1 to the Registration Statement
                                                                                 on Form SB-2, File No. 333-68797,
                                                                                 filed March 12, 1999, which exhibit
                                                                                 is incorporated herein by reference

      3.2            Code of Regulations of CNBC Bancorp                         Reference is made to Exhibit
                                                                                 3.2 to the Registration Statement
                                                                                 on Form SB-2, File No. 333-68797,
                                                                                 filed March 12, 1999, which exhibit
                                                                                 is incorporated herein by reference

     10.1            Employment Agreement dated as of March 1, 1998              Reference is made to Exhibit 10.1 to
                     as amended and restated effective December 31, 1998         Form 10-QSB dated June 30, 1999,
                     by and between and among Commerce National Bank,            which exhibit is incorporated herein
                     CNBC Bancorp and Thomas D. McAuliffe                        by reference

     10.2            Form of Indemnification Agreement between CNBC              Reference is made to Exhibit
                     Bancorp and its directors, officers and certain             10.2 to the Registration Statement
                     representatives                                             on Form SB-2, File No. 333-68797,
                                                                                 filed March 12, 1999, which exhibit
                                                                                 is incorporated herein by reference

     10.3            Non-Qualified Stock Option Plan                             Reference is made to Exhibit
                                                                                 10.3 to the Registration Statement
                                                                                 on Form SB-2, File No. 333-68797,
                                                                                 filed March 12, 1999, which exhibit
                                                                                 is incorporated herein by reference

     10.4            Form of Deferred Compensation Agreement                     Reference is made to Exhibit
                                                                                 10.4 to the Registration Statement
                                                                                 on Form SB-2, File No. 333-68797,
                                                                                 filed March 12, 1999, which exhibit
                                                                                 is incorporated herein by reference

     10.5            CNBC Bancorp 1999 Stock Option Plan                         Reference is made to Exhibit 10.5 to
                                                                                 Form 10-QSB dated June 30, 1999,
                                                                                 which exhibit is incorporated herein
                                                                                 by reference

     10.6            Employment Agreement dated as of June 1, 2000               Reference is made to Exhibit 10.6 to
                     by and between and among Commerce National Bank,            Form 10-QSB dated September 30,
                     CNBC Bancorp and John A. Romelfanger                        2000, which exhibit is incorporated
                                                                                 herein by reference

     10.7            Employment Agreement dated as of June 1, 2000               Reference is made to Exhibit 10.7 to
                     by and between and among CNBC Retirement Services,          Form 10-QSB dated September 30,
                     Inc., CNBC Bancorp and Dennis D. Puppel                     2000, which exhibit is incorporated
                                                                                 herein by reference
</TABLE>