<PAGE>



                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 March 31, 2002


[ ]    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                 1,995,000 common shares
                                                outstanding at April 30, 2002

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


<PAGE>


                                  CNBC BANCORP
                                   FORM 10-QSB
                          QUARTER ENDED MARCH 31, 2002

--------------------------------------------------------------------------------
                                                                        Page
                                                                        ----
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

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

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

       Condensed Consolidated Statements of Cash Flows .................    5

       Notes to the Consolidated Financial Statements ..................    6


Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations..................................   10


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings..............................................   15

Item 2.  Changes in Securities..........................................   15

Item 3.  Defaults Upon Senior Securities................................   15

Item 4.  Submission of Matters to a Vote of Security Holders............   15

Item 5.  Other Information..............................................   15

Item 6.  Exhibits and Reports on Form 8-K...............................   15

SIGNATURES   ...........................................................   17

                                                                              2.

<PAGE>



                                  CNBC BANCORP
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         MARCH 31       DECEMBER 31
                                                           2002             2001
                                                      -------------    -------------
<S>                                                   <C>              <C>
ASSETS

Cash and Noninterest-bearing Balances .............   $   9,085,835    $   9,103,065
Interest-bearing Balances .........................       2,569,812          193,670
Federal Funds Sold ................................      13,000,000       10,000,000
Money Market Funds ................................       3,682,534       19,437,871
                                                      -------------    -------------
Total Cash and Cash Equivalents ...................      28,338,181       38,734,606

Securities Available for Sale .....................       7,022,676        7,335,626
Loans, Net ........................................     253,131,094      244,800,650
Premises and Equipment ............................       2,239,832        2,304,231
Accrued Interest Receivable .......................       1,139,728        1,080,106
Other Assets ......................................       2,130,520        1,929,200
                                                      -------------    -------------

Total Assets ......................................   $ 294,002,031    $ 296,184,419
                                                      =============    =============

LIABILITIES

Deposits ..........................................   $ 234,311,660    $ 243,157,817
Borrowings ........................................      30,560,241       23,921,730
Obligated Mandatorily Redeemable Capital Securities
     of Subsidiary Trust ..........................       4,000,000        4,000,000
Other Liabilities .................................       1,765,767        1,821,271
                                                      -------------    -------------

Total Liabilities .................................     270,637,668      272,900,818

SHAREHOLDERS' EQUITY

Common Stock No Par Value;
     Authorized Shares - 3,000,000
     Issued - 2,084,559 in 2002 and 2001 ..........      14,502,118       14,488,619
Retained Earnings .................................      10,598,579       10,001,724
Treasury Stock, 86,559 shares at cost in
     2002 and 62,424 shares at cost in 2001 .......      (1,747,137)      (1,243,692)
Accumulated Other Comprehensive Income ............          10,803           36,950
                                                      -------------    -------------

Total Shareholders' Equity ........................      23,364,363       23,283,601
                                                      -------------    -------------

Total Liabilities and Shareholders' Equity ........   $ 294,002,031    $ 296,184,419
                                                      =============    =============
</TABLE>



                 See Notes to Consolidated Financial Statements

                                                                              3.
<PAGE>



                                  CNBC BANCORP
                    CONDENSED CONSOLIDATED INCOME STATEMENTS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               MARCH 31
                                                               --------
                                                          2002          2001
                                                      -----------    -----------
<S>                                                   <C>            <C>
INTEREST INCOME
         Loans, including Fees ....................   $ 4,490,128    $ 4,966,853
         Taxable Securities .......................        78,665        114,489
         Other Interest Income ....................        75,675        305,327
                                                      -----------    -----------
Total Interest Income .............................     4,644,468      5,386,669

INTEREST EXPENSE
         Deposits .................................     1,505,376      2,363,892
         Borrowings ...............................       450,784        380,129
                                                      -----------    -----------
Total Interest Expense ............................     1,956,160      2,744,021
                                                      -----------    -----------

         Net Interest Income ......................     2,688,308      2,642,648

Provision for Loan Losses .........................       109,500        188,700
                                                      -----------    -----------

Net Interest Income after Provision for Loan Losses     2,578,808      2,453,948

NONINTEREST INCOME
         Service Charges on Deposits ..............        60,706         43,350
         Retirement Plan Investment and
               Administrative Fees ................        88,150         73,532
         Net Gains on Calls of Securities .........          --           16,091
         Other Income .............................        76,044         39,908
                                                      -----------    -----------
Total Noninterest Income ..........................       224,900        172,881

NONINTEREST EXPENSES
         Salaries and Benefits ....................     1,010,471        927,070
         Occupancy and Equipment, Net .............       103,547         96,521
         Data Processing ..........................        49,781         44,847
         Professional Services ....................        55,544         55,204
         State Franchise Tax ......................        50,965         49,910
         Other Expenses ...........................       264,604        216,288
                                                      -----------    -----------
Total Noninterest Expenses ........................     1,534,912      1,389,840
                                                      -----------    -----------

Income Before Income Taxes ........................     1,268,796      1,236,989
Income Tax Expense ................................       438,980        430,406
                                                      -----------    -----------

Net Income ........................................       829,816        806,583

Other Comprehensive Income (Loss) .................       (26,147)         2,297
                                                      -----------    -----------
Comprehensive Income ..............................   $   803,669    $   808,880
                                                      ===========    ===========

EARNINGS PER COMMON SHARE

  Basic ...........................................   $       .41    $       .39
                                                      ===========    ===========

  Diluted .........................................   $       .40    $       .38
                                                      ===========    ===========
</TABLE>


                 See Notes to Consolidated Financial Statements

                                                                              4.
<PAGE>


                                  CNBC BANCORP
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                  MARCH 31
                                                                  --------
                                                            2002            2001
                                                        ------------    ------------
<S>                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net Cash From Operating Activities ..................   $    835,319    $  1,222,301

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of Securities Available for Sale ..........     (1,011,562)     (7,590,644)
Maturities of Securities Available for Sale .........        750,000       1,000,000
Calls of Securities Available for Sale ..............        585,000       5,450,000
Net Increase in Loans ...............................     (8,439,944)     (6,371,322)
Purchase of Premises and Equipment ..................        (20,501)       (103,788)
                                                        ------------    ------------

         Net Cash Flows From Investing Activities ...     (8,137,007)     (7,615,754)

CASH FLOWS FROM FINANCING ACTIVITIES

Net (Decrease) Increase in Deposits .................     (8,846,157)     12,635,068
Net Proceeds from Issuance of Common Stock ..........         25,247         441,651
Purchase of Treasury Shares .........................       (548,354)       (317,250)
Principal Payments on Federal Home Loan Bank Advances       (111,489)       (264,013)
Proceeds from Issuance of Trust Preferred Securities               -       3,873,283
Repayment of Loans Payable ..........................              -         (53,419)
Advances from Federal Home Loan Bank ................      6,750,000               -
Dividends Paid ......................................       (363,984)       (326,414)
                                                        ------------    ------------

         Net Cash Flows From Financing Activities ...     (3,094,737)     15,988,906
                                                        ------------    ------------

         Net Change in Cash and Cash Equivalents ....    (10,396,425)      9,595,453
Cash and Cash Equivalents at Beginning of Year ......     38,734,606      34,140,296
                                                        ------------    ------------
Cash and Cash Equivalents at End of Period ..........   $ 28,338,181    $ 43,735,749
                                                        ============    ============
</TABLE>





                 See Notes to Consolidated Financial Statements




                                                                              5.
<PAGE>


                                  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 March 31, 2002,
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
States 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, 2001, included in
its 2001 Annual Report. Reference is made to the accounting policies of CNBC
Bancorp described in the notes to consolidated financial statements contained in
its 2001 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 generally accepted accounting
principles, 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 net income divided by the
weighted-average number of common shares outstanding during the year and the
assumed exercise of dilutive stock options 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
                                                                       ------------------
                                                             MARCH 31, 2002            MARCH 31, 2001
                                                             --------------            --------------

<S>                                                               <C>                       <C>
Weighted Average Shares for Basic EPS............                 2,014,900                 2,061,195
Add Dilutive Effect of Exercise of
   Stock Options.................................                    65,147                    69,943
                                                                  ---------                 ---------
Weighted Averages Shares for Diluted EPS.........                 2,080,047                 2,131,138
                                                                  =========                 =========
</TABLE>


At March 31, 2002 and 2001, 10,197 and 35,220 weighted shares of common stock
under option were excluded from the diluted earnings per common share
calculation, as they were antidilutive.

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.


                                                                              6.
<PAGE>

                                  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.

A new accounting standard requires identifiable intangible assets to be
separated from goodwill. Identifiable intangible assets with finite useful lives
will be amortized under the new standard, whereas goodwill, both amounts
previously recorded and future amounts purchased, will cease being amortized.
Annual impairment testing is required for goodwill with impairment being
recorded if the carrying amount of goodwill exceeds its implied fair value.
Adoption of this standard on January 1, 2002 did not materially impact CNBC's
financial statements. Amortization expense for all prior periods is considered
immaterial to CNBC's financial statements.

A new accounting standard dealing with asset retirement obligations will apply
for 2003. CNBC does not believe this standard will have a material affect on its
financial position or results of operation.

Effective January 1, 2002, CNBC adopted a new standard issued by the Financial
Accounting Standards Board ("FASB") on impairment and disposal of long-lived
assets. The effect of this standard on the financial position and results of
operation of CNBC is not expected to be material.

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


NOTE 2 - LOANS

Loans were comprised of the following:

<TABLE>
<CAPTION>
                                          MARCH 31, 2002      DECEMBER 31, 2001
                                          --------------      -----------------
<S>                                        <C>                    <C>
Residential Real Estate Loans ....         $  25,223,856          $  22,099,153
Business Real Estate Loans .......           148,879,093            143,911,931
Business Loans ...................            67,645,160             68,452,393
Personal Loans ...................            13,824,448             13,632,173
                                           -------------          -------------
         Subtotal ................           255,572,557            248,095,650
Allowance for Loan Losses ........            (3,441,463)            (3,295,000)
                                           -------------          -------------

Net Loans ........................         $ 253,131,094          $ 244,800,650
                                           =============          =============
</TABLE>




                                                                              7.
<PAGE>

                                  CNBC BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 2 - LOANS (CONTINUED)

Activity in the allowance for loan losses was as follows:

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                               MARCH 31, 2002      MARCH 31, 2001
                                               --------------      --------------

<S>                                               <C>                 <C>
Beginning Balance ...........................     $ 3,295,000         $ 2,760,000
Loan Loss Provision .........................         109,500             188,700
Loans Charged-Off ...........................            (540)           (137,500)
Recoveries on Loans Previously Charged-Off...          37,503               2,111
                                                  -----------         -----------

Ending Balance ..............................     $ 3,441,463         $ 2,813,311
                                                  ===========         ===========
</TABLE>


Information regarding nonperforming and impaired loans was as follows:

<TABLE>
<CAPTION>
                                               MARCH 31, 2002   DECEMBER 31, 2001
                                               --------------   -----------------
<S>                                               <C>                 <C>
Loans Past Due Over 90 Days
          And Accruing Interest ..........        $   128,060         $    21,450
Nonaccrual Loans .........................             19,923              30,168

Impaired Loans with No Allowance
          for Loan Losses Allocated ......        $    19,923         $    30,168
Impaired Loans with Allowance
          for Loan Losses Allocated ......            903,934             644,762
                                                  -----------         -----------
Total ....................................        $   923,857         $   674,930
                                                  ===========         ===========

Amount of Allowance for Loan Losses
Allocated to Impaired Loan Balance .......        $   158,000         $   250,000
</TABLE>


NOTE 3 - DEPOSITS

Total interest-bearing deposits were classified as follows:

<TABLE>
<CAPTION>
                                               MARCH 31, 2002   DECEMBER 31, 2001
                                               --------------   -----------------

<S>                                              <C>                 <C>
Interest-bearing Demand ..................       $ 13,093,312        $ 20,718,714
Savings ..................................         82,201,924          80,150,595
Time, Balances Under $100,000 ............         44,177,950          42,976,781
Time, Balances $100,000 and Over .........         66,139,128          68,187,008
                                                 ------------        ------------

Total Interest Bearing Deposits ..........       $205,612,314        $212,033,098
                                                 ============        ============
</TABLE>


Total deposit accounts with balances of $100,000 and over, including
noninterest-bearing demand accounts, totaled $150,317,000 at March 31, 2002 and
$160,910,000 at December 31, 2001. 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
$67,657,000 at March 31, 2002 and $65,983,000 at December 31, 2001.


                                                                              8.
<PAGE>

                                  CNBC BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Commerce National has entered into a ten-year agreement to lease 38,711 square
feet of an office building as its main office facility. The lease will commence
September 1, 2002 and will require minimum annual lease payments including
tenants share of estimated operating expenses of $503,000 beginning in year one
and increasing over the lease term to $677,000 in year ten. Commerce National
has also entered into a sales contract to sell its existing office building. No
significant gain or loss is expected from the sale.


NOTE 5 - BENEFIT PLANS

A new stock option plan for 2002 was approved by CNBC shareholders at the April
23, 2002 Annual Shareholder meeting. The plan authorizes up to 75,000 shares
available for grant. All other provisions of the 2002 plan are similar to the
existing plan.






                                                                              9.
<PAGE>


                                  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 March 31, 2002, compared to December 31, 2001, and the
consolidated results of operations for the three months ended March 31, 2002
compared to the same period in 2001. 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
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 decreased $2.2 million to $294.0 million at March 31, 2002 from
$296.2 million at December 31, 2001. The two largest components of this change
were a decrease in cash and cash equivalents of $10.4 million and an increase of
$8.3 million in net loans outstanding.

The decrease in cash and cash equivalents at March 31, 2002, was due to strong
loan demand and an overall decreased liquidity level. Loan growth was strong for
the quarter, especially in March 2002, as average loans for the month grew $5.1
million. Deposit accounts maintained in trust by title agents and lawyers are
tracked separately and their balances can fluctuate greatly due to the large
dollar amount and timing of individual transactions that are deposited into
these accounts. The balances for these accounts were down at March 31, 2002
compared to December 31, 2001.

The $8.3 million increase in loans was comprised primarily of a $5.0 million
increase in commercial real estate loans and a $3.1 million increase in
residential real estate loans. With the low interest rate environment continuing
through the first three months of 2002, the local real estate market for
refinancing and purchases remained active. Average loans outstanding for the
three months ended March 31, 2002 were $253.0 million versus $224.6 million for
2001, an increase of 12.6%. Management believes opportunities exist for
continued growth due to CNBC's small business focus, commitment to service and a
diversified local economy. However, we believe this growth may be at a slower
pace due


                                                                             10.
<PAGE>
                                  CNBC BANCORP
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

to the existing economic environment.

The primary change in the decline in liabilities was an $8.8 million decrease in
deposit accounts. $7.6 million of this decrease was in interest-bearing demand
account balances, and resulted from decreased balances in a number of title
company customers' accounts, as was previously noted. Savings account balances
grew $2.0 million. As interest rates decreased during 2001 and the first quarter
of 2002, some customers transferred deposit balances from certificates of
deposit to savings in order to enhance their liquidity. As a result, Commerce
National's local customer base of certificates of deposit decreased $2.5
million. Total certificates of deposit decreased only $.8 million, however, due
to $1.7 million of growth achieved through solicitation of deposits on the
national rate-listing network to which Commerce National subscribes. These
out-of-area deposits are utilized to support CNBC's growth and are generally
offered at similar rates paid on new certificates of deposit issued to local
customers with balances greater than $100,000 and terms generally ranging from
12 months to 5 years.

Borrowings increased $6.6 million for the quarter ended March 31, 2002. $4.0
million of the increase was a short-term borrowing at the end of March 2002. The
remaining $2.6 million increase was long-term FHLB borrowings. These borrowings
were advanced to fund mortgage loans generated in the first quarter of 2002 with
fixed interest rates for 10 to 30 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
contributed $2.0 million of the proceeds to Commerce National through the
purchase of subordinated debentures. Remaining proceeds were used to repay CNBC
debt from another financial institution and to purchase CNBC stock in accordance
with a stock repurchase program, which was approved by CNBC's directors in
January 2001.


RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2001

Net income for the three months ended March 31, 2002 was $829,816, a 2.9%
increase, compared to $806,583 during the same period in 2001. The increase in
earnings was primarily driven by a $46,000 increase in net interest income, a
decrease in the provision for loan losses of $79,000 and an increase in
noninterest income of $52,000, offset by increased operating expenses of
$145,000 and increased federal income tax expense of $9,000.

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
$46,000 for the three months ended March 31, 2002, compared to the same period
in 2001. This slight increase in net interest income was due to the growth in
average interest-bearing assets and liabilities reduced by the effects of lower
interest rates and compressed spreads. Total interest income for the three
months ended March 31, 2002 declined $742,000, or 13.8%, compared to the three
months ended March 31, 2001, while interest expense decreased $787,900, or
28.7%, for the same period. The net interest margin for the three months ended
March 31, 2002 was 3.90%, compared to 4.19% for the same period in 2001. The
margin decline in 2002 was the result of several factors, including the
compression of interest rates, a higher percentage of CNBC's funding


                                                                             11.
<PAGE>
                                  CNBC BANCORP
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

sources in certificates of deposit and borrowings, which carry higher interest
rates, and the issuance of $4 million in trust preferred securities in February
of 2001. Offsetting these factors was an increase in the percent of average
assets that earn interest and an increase in the percent of earning assets that
are loans.

PROVISION FOR LOAN LOSSES

The decrease in the provision for loan losses of $79,000 for the three months
ended March 31, 2002 over the same period in the prior year was due to net
recoveries of $37,000 received during the first quarter of 2002 versus net
charge-offs of $135,000 in 2001. The amount of impaired loans has increased from
$674,900 at December 31, 2001 to $923,900 at March 31, 2002. However, impaired
loans are still low as a percentage of loans, totaling 0.36% at March 31, 2002.
The allowance for loan losses was 1.34% of total loans outstanding, compared to
1.33% of total loans outstanding at December 31, 2001.

NONINTEREST INCOME

Noninterest income for the three months ended March 31, 2002 increased $52,000,
representing a 30.1% increase over the same period in the prior year. This
increase was the result of a $17,400 increase in service charges on deposits as
a result of a declining earnings credit and an increase of $14,600 in fee income
from CNBC Retirement Services, Inc.

NONINTEREST EXPENSE

Noninterest expense was up $145,000, or 10.4% for the three months ended March
31, 2002 versus the three months ended March 31, 2001. Increases in salaries and
benefits accounted for 57.5% of the increase. CNBC's number of full-time
equivalent employees ("FTE") increased to 71 at March 31, 2002 as compared to 67
at March 31, 2001. Also, there was an increase in the expense related to
deferred compensation plan liabilities.

In March 2002, Commerce National signed a ten-year agreement to lease two floors
of a four-story office building commencing September 1, 2002. Commerce National
will lease 38,700 square feet of space, which is approximately 75% more space
than it currently utilizes. We anticipate that Commerce National will sublease
approximately 4,500 square feet of the new space. As a result of this new lease,
management anticipates that occupancy costs will increase beginning in
September. Management believes that the new office facility will better
accommodate CNBC's future growth and will provide an excellent opportunity to
focus more on serving the needs of the medical, university and business
communities of which CNBC will be a part.

Federal income tax expense was up $9,000, or 2.0% for the three months ended
March 31, 2002 versus the three months ended March 31, 2001. The increase in
federal income tax expense was the result of CNBC's increased profitability.
CNBC's effective tax rate was 34.6% for the three months ended March 31, 2002
compared to 34.8% for the three months ended March 31, 2001.




                                                                             12.
<PAGE>

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

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.

At March 31, 2002, Commerce National had $53.1 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:

<TABLE>

<S>                                                                             <C>
         Cash and short-term investments                                        $ 19,740,000
         Unused borrowing capacity with the Federal Home Loan Bank                22,955,000
         Federal funds lines of credit with other banks                            8,400,000
         Unpledged investment securities                                           2,022,000
                                                                                ------------
         Total                                                                  $ 53,117,000
                                                                                ============
</TABLE>

Commerce National also has collateral pledged to the Federal Reserve Bank that
would allow borrowings at the discount window of $54,696,000. No borrowings with
the Federal Reserve were outstanding at March 31, 2002.


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, CRS, Inc. and CNBC Statutory Trust I, using consolidated totals.
Commerce National is measured independently. As of March 31, 2002 and December
31, 2001, 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."

In 2002 and 2001, CNBC approved common stock repurchase programs. Stock
repurchased pursuant to these programs may be used for general corporate
purposes and may be reissued from time to time. The shares will be purchased
from time to time in the open market or through private transactions at market
price. CNBC purchased 26,585 shares in the first quarter of 2002 and 62,894
shares during 2001 under this authorization.

                                                                             13.
<PAGE>
                                  CNBC BANCORP
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

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 paid on May 10, 2001. All shares and per share
amounts have been restated to reflect the three-for-two stock split.

On March 19, 2002, CNBC declared a quarterly dividend of $0.10 per share payable
April 18, 2002 to shareholders of record on April 15, 2002. Previously, CNBC had
declared dividends semi-annually.












                                                                             14.
<PAGE>


                                  CNBC BANCORP

                                   FORM 10-QSB
                          Quarter ended March 31, 2002
                           PART II - OTHER INFORMATION

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

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

Item 2 -       Changes in Securities:
               ---------------------
               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:
               --------------------------------------------------------
               There are no matters required to be reported under this item.

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.

                    (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 -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.

                    (6)  Exhibit 10.4 - CNBC Bancorp 1999 Stock Option Plan.
                         Reference is made to Exhibit 10.5 to Form 10-QSB dated
                         June 30, 1999.

                    (7)  Exhibit 10.5 - 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.

                    (8)  Exhibit 10.6 - 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.

                    (9)  Exhibit 10.7 - CNBC Bancorp 2002 Stock Option Plan.

                    (10) Exhibit 10.8 - Employment Agreement dated as of April
                         1, 2002, by and between and among Commerce National
                         Bank, CNBC Bancorp and Pamela S. Miller.


                                                                             15.
<PAGE>

                                  CNBC BANCORP

                                  FORM 10-QSB
                          Quarter ended March 31, 2001
                          PART II - OTHER INFORMATION
--------------------------------------------------------------------------------

                    (11)  Exhibit 11 - Computation of Earnings per Share.
                          Reference is made to CNBC Bancorp Form 10-QSB dated
                          March 31, 2002, Note 1, page 6, which is incorporated
                          herein by reference.


             (b)    No current reports on Form 8-K were filed by the small
                    business issuer during the quarter ended March 31, 2002.


















                                                                             16.
<PAGE>
                                  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:   May 14, 2002                        /s/ Thomas D. McAuliffe
      ------------------------              -----------------------------------
                                            (Signature)
                                            Thomas D. McAuliffe
                                            Chairman and President



Date:   May 14, 2002                        /s/ John A. Romelfanger
     ------------------------               -----------------------------------
                                            (Signature)
                                            John A. Romelfanger
                                            Secretary



Date:   May 14, 2002                        /s/ Pamela S. Miller
     ------------------------               -----------------------------------
                                            (Signature)
                                            Pamela S. Miller
                                            Treasurer
--------------------------------------------------------------------------------
                                                                             17.
<PAGE>





                                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            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

    10.4            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

    10.5            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

    10.6            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

    10.7            CNBC Bancorp 2002 Stock Option Plan                     Filed with this Form 10-QSB
                                                                            dated March 31, 2002

    10.8            Employment Agreement dated as of April 1, 2002          Filed with this Form 10-QSB
                    by and between and among Commerce National Bank,        dated March 31, 2002
                    CNBC Bancorp and Pamela S. Miller

    11              Computation of Earnings per Share                       Reference is made to CNBC's Form 10-QSB
                                                                            dated March 31, 2002, Note 1, Page 6,
                                                                            which exhibit is incorporated herein by
                                                                            reference
</TABLE>