<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, 1999


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

For the transition period from _____ to _____.

Commission file number: 333-68797
                        ---------

                                  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)

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

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

Common stock, without par value                 1,295,964 common shares
                                                outstanding at June 30, 1999

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

<PAGE>   2


                                  CNBC BANCORP
                                   FORM 10-QSB
                           QUARTER ENDED JUNE 30, 1999

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

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

Item 1. Financial Statements (Unaudited)

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

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

        Condensed Consolidated Statements of Comprehensive Income.......................   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..................................................  12


PART II - OTHER INFORMATION

Item 1. Legal Proceedings...............................................................  16

Item 2. Changes in Securities and Use of Proceeds.......................................  16

Item 3. Defaults Upon Senior Securities.................................................  16

Item 4. Submission of Matters to a Vote of Security Holders.............................  17

Item 5. Other Information...............................................................  17

Item 6. Exhibits and Reports on Form 8-K................................................  17

SIGNATURES   ...........................................................................  19

</TABLE>

                                                                              2.

<PAGE>   3



                                  CNBC BANCORP
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                              June 30         December 31
                                                                                1999             1998
                                                                                ----             ----
<S>                                                                      <C>               <C>
ASSETS

Cash and Noninterest-bearing Balances ..................................   $   8,566,078    $   5,256,468
Interest-bearing Balances ..............................................       3,530,975        2,589,088
Federal Funds Sold .....................................................       6,400,000        4,850,000
Money Market Funds .....................................................       9,899,403        4,801,173
                                                                           -------------    -------------
     Total Cash and Cash Equivalents ...................................      28,396,456       17,496,729

Securities Available for Sale ..........................................       8,977,208        5,218,341
Loans, Net .............................................................     163,972,147      148,880,855
Premises and Equipment .................................................       2,120,898        1,943,744
Accrued Interest Receivable ............................................         997,904          825,435
Other Assets ...........................................................       1,163,184          748,079
                                                                           -------------    -------------

Total Assets............................................................   $ 205,627,797    $ 175,113,183
                                                                           =============    =============


LIABILITIES

Deposits:
     Noninterest-bearing ...............................................   $  23,962,980    $  21,013,393
     Interest-bearing ..................................................     148,890,344      130,466,924
                                                                           -------------    -------------
         Total Deposits ................................................     172,853,324      151,480,317
Borrowings .............................................................      13,910,457       10,684,892
Other Liabilities ......................................................       1,095,437          976,472
                                                                           -------------    -------------

Total Liabilities ......................................................     187,859,218      163,141,681

SHAREHOLDERS' EQUITY

Common Stock No Par Value;
     Authorized Shares - 2,000,000
     Issued and Outstanding - 1,295,964 in 1999 and
     1,116,972 in 1998 .................................................      13,395,063        8,379,375
Retained Earnings ......................................................       4,387,583        3,579,127
Accumulated Other Comprehensive Income .................................         (14,067)          13,000
                                                                           -------------    -------------

Total Shareholders' Equity .............................................      17,768,579       11,971,502
                                                                           -------------    -------------

Total Liabilities and Shareholders' Equity .............................   $ 205,627,797    $ 175,113,183
                                                                           =============    =============

</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
                                             1999         1998        1999         1998
                                             ----         ----        ----         ----
<S>                                     <C>          <C>          <C>         <C>
INTEREST INCOME

      Loans, including Fees ..........   $3,390,386   $2,862,976   $6,667,327   $5,571,940
      Taxable Securities .............       84,871       83,438      154,760      148,727
      Money Market Funds .............      101,098       70,925      155,556      154,117
      Federal Funds Sold .............       65,653       44,450       89,114       93,968
      Deposits with Banks ............       66,464       73,666      116,301      102,645
                                         ----------   ----------   ----------   ----------
Total Interest Income ................    3,708,472    3,135,455    7,183,058    6,071,397

INTEREST EXPENSE

      Deposits .......................    1,524,998    1,417,189    2,933,093    2,731,722
      Borrowings .....................      210,029      148,592      411,892      301,830
                                         ----------   ----------   ----------   ----------
      Total Interest Expense .........    1,735,027    1,565,781    3,344,985    3,033,552
                                         ----------   ----------   ----------   ----------

      Net Interest Income ............    1,973,445    1,569,674    3,838,073    3,037,845
      Provision for Loan Losses ......      109,000      125,200      273,000      245,000
                                         ----------   ----------   ----------   ----------
Net Interest Income After
      Provision for Loan Losses ......    1,864,445    1,444,474    3,565,073    2,792,845

NONINTEREST INCOME

      Service Charges on Deposits ....       42,416       31,407       87,651       61,863
      Net Gains on Sales of Securities           --           --       15,395           --
      Other Income ...................       33,995       24,991       63,761       50,695
                                         ----------   ----------   ----------   ----------
Total Noninterest Income .............       76,411       56,398      166,807      112,558
                                         ----------   ----------   ----------   ----------

NONINTEREST EXPENSES

      Salaries and Benefits ..........      614,350      483,041    1,223,969      955,143
      Occupancy and Equipment, Net ...       82,701       22,768      109,943       51,666
      Data Processing ................       76,155       64,258      152,370      128,981
      Customer Courier ...............       48,000       43,500       96,000       88,500
      Professional Services ..........       44,419       30,248       80,546       60,245
      State Franchise Tax ............       34,923       32,442       72,033       64,859
      Other Expenses .................      175,651      138,364      355,901      261,191
                                         ----------   ----------   ----------   ----------
Total Noninterest Expenses ...........    1,076,199      814,621    2,090,762    1,610,585
                                         ----------   ----------   ----------   ----------

Income Before Income Taxes ...........      864,657      686,251    1,641,118    1,294,818
Income Tax Expense ...................      300,970      234,000      573,470      445,400
                                         ----------   ----------   ----------   ----------

      Net Income .....................   $  563,687   $  452,251   $1,067,648   $  849,418
                                         ==========   ==========   ==========   ==========

EARNINGS PER COMMON SHARE
      Basic ..........................   $      .45   $      .41   $      .90   $      .76
                                         ==========   ==========   ==========   ==========

      Diluted ........................   $      .41   $      .37   $      .82   $      .69
                                         ==========   ==========   ==========   ==========

</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
                                                1999          1998           1999           1998
                                                ----          ----           ----           ----

<S>                                       <C>            <C>            <C>            <C>
Net Income .............................   $   563,687    $   452,251    $ 1,067,648    $   849,418

Other Comprehensive Income:

Unrealized Gain or (Loss) on
      Securities Available for Sale ....       (16,372)            --        (25,518)        (1,308)
Tax Effect .............................        (5,567)            --         (8,676)          (408)
                                           -----------    -----------    -----------    -----------
Net ....................................       (10,805)                      (16,842)          (900)

      Less:  Reclassification adjustment
              for Gains included in
              Net Income ...............                                      15,395
      Tax Effect .......................                                       5,170
                                                                         -----------
      Reclassification Adjustment, Net .                                      10,225
                                           -----------    -----------    -----------    -----------

Total Other Comprehensive Income .......       (10,805)            --        (27,067)          (900)
                                           -----------    -----------    -----------    -----------

Comprehensive Income ...................   $   552,882    $   452,251    $ 1,040,581    $   848,518
                                           ===========    ===========    ===========    ===========

</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
                                                 1999            1998
                                                 ----            ----

<S>                                        <C>             <C>
BALANCES AT  BEGINNING OF PERIOD ........   $ 11,971,502    $ 10,481,664


Net Income ..............................      1,067,648         849,418


Proceeds from Exercise of Warrants ......         32,694          12,723


Proceeds and Tax Benefit from Exercise of
     Stock Options ......................        129,301              --

Proceeds from Stock Offering,
     Net of Costs .......................      4,853,694              --

Cash Dividends Declared ($0.20 per share
     in 1999 and $0.17 per share in 1998)       (259,193)       (189,386)

Other Comprehensive Income ..............        (27,067)           (900)
                                            ------------    ------------


BALANCES AT  END OF PERIOD ..............   $ 17,768,579    $ 11,153,519
                                            ============    ============


</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
                                                                  1999             1998
                                                                  ----             ----
<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income ...............................................   $  1,067,648    $    849,418
Adjustments to Reconcile Net Income to Net Cash
         Provided by Operating Activities:
                  Provision for Loan Losses ..............        273,000         245,000
                  Depreciation ...........................        105,400          78,220
                  Net Realized Gain on Securities
                     Available for Sale ..................        (15,395)             --
                  Net Amortization/Accretion on Securities          5,355           1,984
                  Federal Home Loan Bank Stock Dividend ..        (41,600)        (39,100)
                  Changes in:
                           Interest Receivable ...........       (172,469)       (286,193)
                           Other Assets ..................       (401,260)        (72,688)
                           Other Liabilities .............         49,658         (28,145)
                                                             ------------    ------------

         Net Cash Provided by Operating Activities .......        870,337         748,496
                                                             ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of Securities ..................................     (8,553,219)     (2,028,281)
Maturities of Securities .................................      1,750,000         750,000
Sales of Securities Available for Sale ...................      3,055,079              --
Net Increase in Loans ....................................    (15,364,292)    (12,030,021)
Purchase of Premises and Equipment .......................       (282,554)        (52,854)
                                                             ------------    ------------

         Net Cash Flows Used in Investing Activities .....    (19,394,986)    (13,361,156)
                                                             ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Net Increase in Deposits .................................     21,373,007      26,369,019
Net Proceeds from Issuance of Common Stock ...............      5,015,689          12,723
Maturities of Federal Home Loan Bank Advances ............       (250,000)       (750,000)
Advances from Federal Home Loan Bank .....................      4,000,000         750,000
Principal Payments on Federal Home Loan Bank Advances ....       (508,807)       (419,725)
Net Proceeds from Loan Payable ...........................      1,000,000              --
Repayment of Loan Payable ................................     (1,015,628)             --
Dividends Paid ...........................................       (189,885)       (138,970)
                                                             ------------    ------------

         Net Cash Flows Provided by Financing Activities .     29,424,376      25,823,047
                                                             ------------    ------------

         Net Change in Cash and Cash Equivalents .........     10,899,727      13,210,387
Cash and Cash Equivalents at Beginning of Year ...........     17,496,729      15,060,033
                                                             ------------    ------------
Cash and Cash Equivalents at End of Period ...............   $ 28,396,456    $ 28,270,420
                                                             ============    ============

Cash  Paid During the Period for
         Interest ........................................   $  3,320,854    $  2,948,240
         Income Taxes ....................................        680,000         525,000

</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, 1999,
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 generally accepted accounting principles 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, 1998, included in its 1998 Annual Report. Reference
is made to the accounting policies of CNBC Bancorp described in the notes to
consolidated financial statements contained in its 1998 Annual Report. CNBC has
consistently followed these policies in preparing this Form 10-QSB.

The accompanying consolidated financial statements include the accounts of CNBC
Bancorp and its wholly-owned subsidiary, Commerce National Bank ("Commerce
National"). All significant intercompany transactions and balances have been
eliminated.

Revenues and assets are derived from the banking industry, serving primarily
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. All of CNBC's banking
operations are considered by management to be aggregated in one reportable
operating segment.

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.

CNBC adopted Statement of Financial Accounting Standards ("SFAS") No. 128 on
December 31, 1997 which requires dual presentation of basic and diluted earnings
per share ("EPS"). Basic 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
                                              1999        1998        1999        1998
                                              ----        ----        ----        ----

<S>                                       <C>         <C>         <C>         <C>
Weighted average shares for basic EPS ..   1,255,303   1,113,523   1,186,920   1,112,758
Add dilutive effect of:
      Exercise of warrants .............      44,218      48,201      44,218      48,201
      Exercise of stock options ........      71,921      67,552      71,921      67,552
                                           ---------   ---------   ---------   ---------
Weighted averages shares for diluted EPS   1,371,442   1,229,276   1,303,059   1,228,511

</TABLE>


                                                                              8.

<PAGE>   9

                                  CNBC BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The weighted-average shares outstanding and earnings per share and dividends per
share information has been adjusted to reflect the 2-for-1 stock split declared
by CNBC in January, 1998.

Loans are reported at the principal balance outstanding, net of deferred loan
fees and costs and the allowance for loan losses. Interest income on loans is
recognized on the interest method and includes amortization of net deferred loan
fees and costs over the loan term. The accrual of interest on loans will be
suspended when a loan is 90 days or more past due, unless the loan is well
collateralized or in the process of collection. When a loan is placed on
nonaccrual status, accrued and unpaid interest at risk is charged against
income. Payments received on nonaccrual loans will be applied against principal
until recovery of the remaining balance is reasonably assured.

Income tax expense is the sum 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 consequences of 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.

CNBC adopted on January 1, 1998, SFAS No. 130, "Reporting Comprehensive Income,"
issued by the FASB in June 1997. SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. SFAS No. 130 requires all items that are required to be recognized
under accounting standards as components of comprehensive income be reported in
a financial statement that is displayed with the same prominence as other
financial statements. It does not require a specific format for that financial
statement but requires that an enterprise display an amount representing total
comprehensive income for the period in that financial statement.

SFAS No. 130 requires that an enterprise (a) classify items of other
comprehensive income by their nature in a financial statement and (b) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of a statement of
financial position.

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, 1999  DECEMBER 31, 1998
                                  -------------  -----------------

<S>                             <C>              <C>
Residential Real Estate Loans    $  21,772,540    $  21,234,368
Real Estate Construction Loans       6,821,981        9,903,512
Real Estate Investment Loans .      73,297,670       63,607,025
Business Loans ...............      53,608,774       46,203,996
Personal Loans ...............      11,121,431       10,215,288
                                 -------------    -------------
         Subtotal ............     166,622,396      151,164,189
Allowance for Loan Losses ....      (2,334,013)      (2,055,000)
Net Deferred Fees and Costs ..        (316,236)        (228,334)
                                 -------------    -------------

Net Loans ....................   $ 163,972,147    $ 148,880,855
                                 =============    =============
</TABLE>



NOTE 3 - DEPOSITS

Total interest-bearing deposits were classified as follows:

<TABLE>
<CAPTION>
                                  JUNE 30, 1999  DECEMBER 31, 1998
                                  -------------  -----------------

<S>                               <C>            <C>
Interest-bearing Demand ........   $ 15,534,951   $ 14,232,748
Savings ........................     67,036,235     58,690,625
Time, Balances Under $100,000 ..     36,949,193     30,571,254
Time, Balances $100,000 and Over     29,369,965     26,972,297
                                   ------------   ------------

Total Interest Bearing Deposits    $148,890,344   $130,466,924
                                   ============   ============

</TABLE>

NOTE 4 - 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 and
classifications are also subject to qualitative judgments by regulators about
components, risk weightings, and other factors, and the regulators can lower
classifications in certain cases. Failure to meet adequately capitalized
requirements could result in regulatory action that could have a direct material
effect on the financial statements.

                                                                             10.

<PAGE>   11


                                  CNBC BANCORP
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 4 - REGULATORY MATTERS - CONTINUED

The Office of the Comptroller of the Currency ("OCC") must approve the
declaration of any dividends for Commerce National in excess of available
retained earnings and in excess of the sum of profits for the year combined with
the retained earnings from the two preceding years, less any required transfer
to surplus. In addition, dividends may not reduce capital levels below the
minimum regulatory requirements disclosed above.

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. Commerce National met the
requirements of a well capitalized institution as defined above, at June 30,
1999 and December 31, 1998. 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.

<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, 1999
Total Capital to Risk Weighted Assets
     Consolidated ...........................   $  19.9   12.0%   $ 13.3       8.0%    $ 16.6       10.0%
     Commerce National only .................   $  21.2   12.8%   $ 13.3       8.0%    $ 16.6       10.0%
Tier 1 (Core) Capital to Risk Weighted Assets
     Consolidated ...........................   $  17.8   10.7%   $  6.6       4.0%    $ 10.0        6.0%
     Commerce National only .................   $  12.8    7.7%   $  6.6       4.0%    $ 10.0        6.0%
Tier 1 (Core) Capital to Average Assets
     Consolidated ...........................   $  17.8    9.0%   $  7.9       4.0%    $  9.9        5.0%
     Commerce National only .................   $  12.8    6.5%   $  7.9       4.0%    $  9.9        5.0%

December 31, 1998
Total Capital to Risk Weighted Assets
     Consolidated ...........................   $  13.7    9.5%   $ 11.5       8.0%    $ 14.4       10.0%
     Commerce National only .................   $  15.2   10.6%   $ 11.5       8.0%    $ 14.4       10.0%
Tier 1 (Core) Capital to Risk Weighted Assets
     Consolidated ...........................   $  11.9    8.3%   $  5.8       4.0%    $  8.7        6.0%
     Commerce National only .................   $  10.0    6.9%   $  5.8       4.0%    $  8.6        6.0%
Tier 1 (Core) Capital to Average Assets
     Consolidated ...........................   $  11.9    7.0%   $  6.8       4.0%    $  8.5        5.0%
     Commerce National only .................   $  10.0    5.9%   $  6.8       4.0%    $  8.5        5.0%

</TABLE>

                                                                             11.

<PAGE>   12


                                  CNBC BANCORP
         MANAGEMENT'S DISCUSSIONAND 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, 1999, compared to December 31, 1998, and the
consolidated results of operations for the three and six months ended June 30,
1999, compared to the same periods in 1998. 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 $30.5 million, or 17.4%, to $205.6 million at June 30,
1999. The two largest components of this increase are an increase in cash and
cash equivalents of $10.9 million and an increase of $15.1 million in loans
outstanding.

The increase in loans is comprised primarily of a $9.7 million increase in real
estate investment loans and a $7.4 million increase in business loans. These
increases are above Commerce National's budgeted growth goals. Management
attributes much of this growth to the continuing consolidation of its
competitors, which has resulted in a higher demand for Commerce National's more
personal and responsive service. The central Ohio economy continues to be
strong, especially in residential and commercial real estate construction.
Management anticipates opportunities are good for continued growth due to
Commerce National's small business focus and personal service, a strong local
economy, and continuing consolidation of its competitors.

The primary reason for the large increase in cash and cash equivalents is the
conscious effort by management to maintain higher levels of liquidity as we
approach year end. Additionally, approximately $5 million represents balances
maintained for anticipated deposit outflows from a small number of large balance
accounts. Refer to the section below titled "Liquidity" for further discussion.

                                                                             12.
<PAGE>   13
                                  CNBC BANCORP
         MANAGEMENT'S DISCUSSIONAND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS


FINANCIAL CONDITION - CONTINUED

The primary increase in liabilities was a $21.4 million increase in deposit
accounts. Of this increase, $8.3 million was in savings account balances. Demand
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 $8.8 million, with $8.0 million of this growth
achieved through solicitation of deposits on the national rate-listing network
to which Commerce National subscribes. Maturities for new certificates generally
range from 18 months to 3 years.

Borrowings increased $3.2 million, with an increase in Federal Home Loan Bank
advances. These advances have variable rates and ten-year terms.

Equity increased $5.8 million to $17.8 million at June 30, 1999. In April 1999,
CNBC completed a public offering for a total of 165,000 shares of its common
stock that raised $4,854,000 in new capital funds, net of costs.

RESULTS OF OPERATIONS

Net income for the six-month period ended June 30, 1999 was $1,067,648, a 25.7%
increase, compared to $849,418 during the same period in 1998. The increase in
earnings was due to improved interest income from the increase in loan balances,
offset somewhat by increased non-interest expense. Second quarter income in 1999
was $563,687, a 24.6% increase over the $452,251 for the same period in 1998.
Discussed below are the major factors that influenced the operating results for
the three and six month periods ended June 30, 1999.

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
$800,000 for the six-month period ended June 30, 1999, compared to the same
period in 1998. The 26.3% increase in net interest income was primarily the
result of an increase in average loans outstanding of 29% for 1999 compared to
1998. 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. Interest income during the six-month period
ended June 30, 1999 increased 18.3% over the prior year six-month period,
compared to a 10.3% increase in interest expense.

Interest income for the second quarter 1999 was $3,708,472, an increase of 18.3%
over the same period in 1998. Interest expense for the second quarter 1999 was
$1,735,027, an increase of 10.8% over the same period in 1998. The 25.7%
increase in net interest income was primarily the result of an increase in
average loans outstanding.

NONINTEREST INCOME

Noninterest income for the both the three and six months ended June 30, 1999
increased approximately 35% over the same periods in the prior year as a result
of growth in the number of deposit accounts and an increase in service charge
fees. Additionally, for the six months ended June 30, 1999, there was a $15,000
gain on the sale of securities classified as available for sale.

                                                                             13.
<PAGE>   14

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


NONINTEREST EXPENSE

Non-interest expense was up $480,000 or 29.8% for the six months ended June 30,
1999 versus the six months ended June 30, 1998 and $261,578, or 32.1%, for the
three months ended June 30,1999 versus the three months ended June 30, 1998.
Normal salary increases and the hiring of additional personnel to generate and
support Commerce National's growth were the major reasons for the increase in
non-interest expense. One of the key measures utilized by management to track
personnel efficiency is the dollar amount of revenues generated (net interest
income plus noninterest income) per dollar amount of personnel expense. For the
six months ended June 30, 1999 and 1998, these figures were $3.27 and $3.30,
respectively. Occupancy expense increased due to a significant drop in rental
income received on the property owned by Commerce National Bank. Two tenants
have moved from the building, allowing room for expansion to meet Commerce
National's current needs for facilities. Data processing expenses have also
increased with the growth of CNBC. During the second quarter 1999, a conversion
was completed of the check processing system, bringing the system in-house from
a third-party processor . A conversion is also scheduled for third quarter 1999
to bring the data processing function in-house from the current third-party
processor. As a result of this new data processing system, CNBC expects to
realize future cost savings. The system will also provide several opportunities
to improve customer service and internal information flow. The increase in other
expenses related to an increased budget for marketing and advertising and for
employee training.

Federal income tax expense was up $128,000 or 28.8% for the six months ended
June 30, 1999 versus the six months ended June 30, 1998 and $67,000, or 28.6%
for the three months ended June 30, 1999 versus the three months ended June 30,
1998. 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 continue 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 which
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 June 30, 1999, Commerce National had $52.3 million in available short-term
funding sources to mitigate risks from changes in deposit account balances or
other liquidity needs. These sources are detailed as follows:

<TABLE>
<CAPTION>
<S>                                                                           <C>
         Cash and short-term investments                                        $ 20,491,000
         Unused borrowing capacity with the Federal Home Loan Bank                19,807,000
         Federal funds lines of credit with other banks                            6,400,000
         Unpledged investment securities                                           5,652,000
                                                                                ------------
         Total                                                                  $ 52,349,000
                                                                                ============
</TABLE>

                                                                             14.

<PAGE>   15

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

CAPITAL RESOURCES

CNBC and Commerce National are both 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 and
classifications are also subject to qualitative judgments by regulators about
components, risk weightings and other factors, and regulators can lower
classifications in certain cases. Failure to meet various capital requirements
can initiate regulatory action having a direct material affect on the operations
of Commerce National.

The prompt corrective action regulations provide five classifications, including
well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized, although these terms are not
used to represent overall financial condition. Commerce National met the
requirements of a well capitalized institution as defined above, at June 30,
1999 and December 31, 1998. If Commerce National's capital classification were
to change to adequately capitalized, regulatory approval would need to be
obtained to continue to accept brokered deposits. If undercapitalized, capital
distributions are limited, as is asset growth and expansion, and plans for
capital restoration are required. The minimum requirements are:

<TABLE>
<CAPTION>

                                                   Capital to risk-
                                                    weighted assets            Tier 1 capital
                                                    ---------------            --------------
                                                Total             Tier 1      to average assets
                                                -----             ------      -----------------
      <S>                                     <C>                <C>              <C>
         Well capitalized                       10%                6%               5%
         Adequately capitalized                  8%                4%               4%
         Undercapitalized                        6%                3%               3%
</TABLE>


CNBC's capital requirements are measured on a combined basis with Commerce
National, using consolidated totals. Commerce National is measured
independently. The actual capital ratios are discussed in Note 4 to the
Consolidated Financial Statements included in the Form 10-QSB.

CNBC Bancorp filed a registration statement with the Securities and Exchange
Commission on Form SB-2 to sell approximately $4,950,000 of its common stock in
March 1999. The stock offering was fully subscribed and closed as of April 16,
1999. The net proceeds were used to purchase subordinated debentures and common
stock of Commerce National to increase Commerce National's capital ratios, to
pay-off a short-term loan and to provide working capital for CNBC Bancorp.

YEAR 2000

As stated in CNBC's registration statement on Form SB-2, file number 333-68797
filed March 12, 1999, the majority of its efforts regarding Year 2000 ("Y2K")
preparedness have been completed. During March and April 1999, Commerce National
completed the testing of its new proof and item capture system with no
significant problems noted. Management has also secured an $18 million
guaranteed line of credit for liquidity needs through the Federal Home Loan Bank
("FHLB") and is in the process of establishing a similar, formal borrowing
arrangement with the Federal Reserve Bank to expedite any additional borrowing
needs. Management's current estimate of Y2K costs for 1999 is $35,000. This
includes a commitment fee charged by the FHLB for the guaranteed line.

                                                                             15.

<PAGE>   16


                                  CNBC BANCORP

                                   FORM 10-QSB
                           Quarter ended June 30, 1999
                           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:
               CNBC completed a registration statement on Form SB-2, file number
               333-68797 filed March 12, 1999. The stock offering for the sale
               of 165,000 shares of common stock was fully subscribed and closed
               as of April 16, 1999.

                                            Per Share            Total
                                            ---------            -----
               Public Price                  $30.00           $4,950,000
               Offering Expenses                .58               96,306
                                             ------           ----------
               Proceeds to CNBC              $29.42           $4,853,694
                                             ======           ==========

               The following table sets forth the expenses of CNBC in connection
               with the Offering.

                  SEC Registration Fee                             $  1,376
                  Legal Fees and Expenses                            73,000
                  Accounting Fees and Expenses                       11,125
                  Printing and Engraving Expenses                    16,719
                  Blue Sky Fees and Expenses                          1,000
                  Escrow Account Income, Net of Fees                 (6,914)
                                                                   --------
                           Total                                   $ 96,306
                                                                   ========


               The net offering proceeds were used as follows:
<TABLE>
<CAPTION>

              <S>                                                                    <C>
               Investment in Commerce National Bank common stock                        $ 1,800,000
               Investment in subordinated debentures issued by Commerce National          1,600,000
               Repayment of short-term loan                                               1,000,000
               Working Capital                                                              453,694
                                                                                        -----------
                  Total                                                                 $ 4,853,694
                                                                                        ===========
</TABLE>

               On May 25,1999, Commerce National Bank issued $5,300,000 of
               Subordinated Notes to CNBC Bancorp in an offering exempt from
               registration under Rule 506 of Regulation D and Section 4(2) of
               the Securities Act. No underwriters were involved in the sale and
               no underwriting discounts or commissions were paid.

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


                                                                             16.

<PAGE>   17


                                  CNBC BANCORP
                                   FORM 10-QSB
                           Quarter ended June 30, 1999
                           PART II - OTHER INFORMATION

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

Item 4 -       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
               On April 20, 1999, CNBC Bancorp held the Annual Meeting of
               Shareholders at which shareholders voted upon the election of six
               directors for a term expiring in 2002. The results of the voting
               on these matters were as follows:

               Nominee                               Votes For       Withheld
               -------                               ---------       --------

               Loreto V. Canini                       670,052         2,772
               Jameson Crane, Jr.                     670,052         2,772
               George A. Gummer                       670,052         2,772
               William L. Hoy                         670,052         2,772
               Thomas D. McAuliffe                    670,052         2,772
               Samuel E. McDaniel                     670,052         2,772

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

               Mark S. Corna, Judith A. DeVillers, Douglas W. James, Donald R.
               Kenney, Daniel M. Mahoney, Richard F. Ruhl, David J. Ryan, 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)  Approval of the CNBC Bancorp 1999 Stock Option Plan to make
                   stock options available to directors, officers and employees
                   of CNBC Bancorp and its subsidiary, Commerce National Bank.

               FOR:  643,713      AGAINST:   0       WITHHOLD AUTHORITY:  29,111


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 - Regulation 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.

                    (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

                                                                             17.

<PAGE>   18


                                  CNBC BANCORP
                                   FORM 10-QSB
                           Quarter ended June 30, 1999
                           PART II - OTHER INFORMATION

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

Item 6 -       EXHIBITS AND REPORTS ON FORM 8-K - CONTINUED:

                    (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.

                    (8) Exhibit 27 - Financial Data Schedule


               (b)    No current reports on Form 8-K were filed by the small
                      business issuer during the quarter ended June 30, 1999.

                                                                             18.

<PAGE>   19
                                  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 13, 1999                      /s/ Thomas D. McAuliffe
     ----------------                      ---------------------------------
                                           (Signature)
                                           Thomas D. McAuliffe
                                           Chairman and President



Date: August 13, 1999                      /s/ John Romelfanger
     ----------------                      ---------------------------------
                                           (Signature)
                                           John Romelfanger
                                           Treasurer


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

                                                                             19.

<PAGE>   20



                                  CNBC BANCORP

                                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            Regulation 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
                         as amended and restated effective December 31, 1998
                         by and between and among Commerce National Bank,
                         CNBC Bancorp and Thomas D. McAuliffe


         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
                         representatives                                         Statement 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

          27             Financial Data Schedule

</TABLE>

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

                                                                             20.