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, 2006
                                      -------------

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

      For the transition period from  __________  to ___________

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

                        Commission file number: 000-51351

                            CB FINANCIAL CORPORATION

        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

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

               NORTH CAROLINA                               20-2928613
               --------------                               ----------
(State or Other Jurisdiction of Incorporation             (I.R.S. Employer
              or Organization)                           Identification No.)

                             3710 NASH STREET NORTH
                        POST OFFICE BOX 8189 (ZIP 27893)
                        WILSON, NORTH CAROLINA 27896-1120
                        ---------------------------------
                    (Address of principal executive offices)

                                 (252) 243-5588
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

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 by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of August 4, 2006,  there were 1,014,228  shares of the issuer's common stock
outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

                                      -1-

<PAGE>

                                                                        Page No.
                                                                        --------

PART I.       FINANCIAL INFORMATION

ITEM 1 -      FINANCIAL STATEMENTS (UNAUDITED)

                  Consolidated Statements of Financial Condition
                  June 30, 2006 and December 31, 2005 .........................3

                  Consolidated Statements of Operations
                  Three Months and Six Months Ended June 30, 2006 and 2005.....4

                  Consolidated Statements of Cash Flows
                  Six Months Ended June 30, 2006 and 2005......................5

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

ITEM 2 -      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

              CONDITION AND RESULTS OF OPERATIONS.............................13

ITEM 3 -      CONTROLS AND PROCEDURES.........................................17

PART II.      OTHER INFORMATION

ITEM 1 -      LEGAL PROCEEDINGS...............................................18

ITEM 4-       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............18

ITEM 6 -      EXHIBITS........................................................18

SIGNATURES....................................................................21

                                      -2-

<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
================================================================================

<TABLE>
<CAPTION>
                                                              June 30, 2006           December 31,
                                                               (Unaudited)               2005*
                                                                ---------              ---------
                                                                    (Amounts in thousands,
                                                                      except share data)
<S>                                                             <C>                    <C>
ASSETS
Cash and due from banks                                         $   4,100              $   4,903
Interest-earning deposits in banks                                  5,504                  4,607
Federal funds sold                                                  4,247                     --
CD's with other banks                                                 964                  5,453
Investment securities available for sale, at fair value            22,660                 13,441
Investment securities held to maturity, at amortized cost              --                  6,083
Loans                                                             115,756                114,468
Allowance for loan losses                                          (1,587)                (1,775)
                                                                ---------              ---------
         NET LOANS                                                114,169                112,693

Accrued interest receivable                                           756                    628
Stock in Federal Home Loan Bank of Atlanta, at cost                   594                    529
Premises and equipment                                              2,336                  1,757
Bank-owned life insurance                                           1,364                  1,338
Real estate owned                                                      75                    117
Other assets                                                        1,827                  1,222
                                                                ---------              ---------
         TOTAL ASSETS                                           $ 158,596              $ 152,771
                                                                =========              =========

LIABILITIES AND STOCKHOLDERS' EQUITY
DEPOSITS:
   Demand                                                       $  10,509              $  11,638
   Savings                                                          1,132                  1,129
   Money market and NOW                                            34,006                 35,107
   Time                                                            90,368                 81,195
                                                                ---------              ---------
         TOTAL DEPOSITS                                           136,015                129,069

Short term borrowings                                                  --                  1,055
Long term borrowings                                               11,405                 11,488
Accrued interest payable                                              261                    238
Accrued expenses and other liabilities                                185                    479
                                                                ---------              ---------
         TOTAL LIABILITIES                                        147,866                142,329
                                                                ---------              ---------

STOCKHOLDERS' EQUITY:
   Preferred stock, 20,000,000 shares authorized, none issued          --                     --
   Common stock, no par value, 80,000,000 shares authorized;
     1,014,228 shares issued and outstanding                        9,640                  9,640
   Retained earnings                                                1,418                    960
   Accumulated other comprehensive loss                              (328)                  (158)
                                                                ---------              ---------
         TOTAL STOCKHOLDERS' EQUITY                                10,730                 10,442
                                                                ---------              ---------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $ 158,596              $ 152,771
                                                                =========              =========
</TABLE>

*Derived from audited financial statements.

See accompanying notes

                                      -3-

<PAGE>

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>
                                                      Three Months Ended                  Six Months Ended
                                                           June 30,                           June 30,
                                              -----------------------------         -----------------------------
                                                 2006               2005              2006                2005
                                              ----------         ----------         ----------         ----------
                                                          (In thousands, except share and per share data)
<S>                                           <C>                <C>                <C>                <C>
INTEREST INCOME
   Loans                                      $    2,376         $    1,470         $    4,607         $    2,856
   Investments                                       224                136                424                254
   Federal funds sold                                 70                 42                122                 79
   Interest-earning bank deposits                     50                 24                103                 44
   Other interest and dividends                       37                 34                105                 65
                                              ----------         ----------         ----------         ----------
     TOTAL INTEREST INCOME                         2,757              1,706              5,361              3,298
                                              ----------         ----------         ----------         ----------

INTEREST EXPENSE
   Money market, NOW and savings deposits            211                206                492                399
   Time deposits                                     949                383              1,719                728
   Borrowings                                        152                 14                292                 28
                                              ----------         ----------         ----------         ----------
     TOTAL INTEREST EXPENSE                        1,312                603              2,503              1,155
                                              ----------         ----------         ----------         ----------
     NET INTEREST INCOME                           1,445              1,103              2,858              2,143

PROVISION FOR LOAN LOSSES                            332                 85                727                198
                                              ----------         ----------         ----------         ----------
     NET INTEREST INCOME AFTER
       PROVISION FOR LOAN LOSSES                   1,113              1,018              2,131              1,945
                                              ----------         ----------         ----------         ----------

NON-INTEREST INCOME
   Service charges on deposit accounts               139                104                267                223
   Mortgage operations                                96                 36                163                 86
   Other income                                       18                 72                 57                120
                                              ----------         ----------         ----------         ----------
     TOTAL NON-INTEREST INCOME                       253                212                487                429
                                              ----------         ----------         ----------         ----------

NON-INTEREST EXPENSE
   Salaries and employee benefits                    549                393              1,088                768
   Occupancy and equipment                           112                 43                189                 85
   Data processing expenses                          145                 87                258                164
   Other (Note D)                                    245                196                418                333
                                              ----------         ----------         ----------         ----------
     TOTAL NON-INTEREST EXPENSE                    1,051                719              1,953              1,350
                                              ----------         ----------         ----------         ----------
     INCOME BEFORE INCOME TAXES                      315                511                665              1,024

INCOME TAXES                                          92                176                207                377
                                              ----------         ----------         ----------         ----------
     NET INCOME                               $      223         $      335         $      458         $      647
                                              ==========         ==========         ==========         ==========
NET INCOME PER COMMON SHARE
   Basic                                      $      .22         $      .33         $      .45         $      .64
   Diluted                                           .21                .32                .44                .64

WEIGHTED AVERAGE SHARES OUTSTANDING
   Basic                                       1,014,228          1,007,714          1,014,228          1,007,714
   Diluted                                     1,049,108          1,031,801          1,046,817          1,030,099
</TABLE>

See accompanying notes.

                                      -4-

<PAGE>

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
================================================================================

<TABLE>
<CAPTION>
                                                                               Six months ended
                                                                                  June 30,
                                                                         --------------------------
                                                                           2006              2005
                                                                         --------          --------
                                                                               (In thousands)
<S>                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                             $    458          $    647
  Adjustments to reconcile net income to net
    cash provided by operating activities:
       Depreciation and amortization                                           88                79
       Provision for loan losses                                              727               198
       Provision for  losses on real estate owned                              10                --
       Gain on sale of real estate owned                                       --               (30)
       Loss from sale of REO                                                   32                69
       Earnings on life insurance                                             (26)              (26)
       Deferred income tax benefit                                           (188)               --
       Change in assets and liabilities:
         Increase in accrued interest receivable                             (128)              (20)
         Increase in other assets                                            (311)              (19)
         Increase in accrued interest payable                                  23                12
         Increase (decrease) in accrued expenses and other liabilities       (294)              201
                                                                         --------          --------
           NET CASH PROVIDED BY OPERATING ACTIVITIES                          391             1,111
                                                                         --------          --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Net maturities of CD's with other banks                                   4,489             1,070
  Purchase of available-for-sale securities                                (5,139)           (3,022)
  Maturities, sales and calls of available for sale investments             1,709             1,437
  Purchase of held to maturity securities                                      --            (1,224)
  Net increase in loans                                                    (2,203)           (3,006)
  Purchase of FHLB stock                                                      (65)             (168)
  Purchases of premises and equipment                                        (649)              (26)
                                                                         --------          --------
           NET CASH USED BY INVESTING ACTIVITIES                           (1,858)           (4,939)
                                                                         --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Decrease in Federal Home Loan Bank advances                                 (83)             (167)
  Net decrease in short term borrowings                                    (1,055)               --
  Increase in deposits                                                      6,946             7,136
                                                                         --------          --------
           NET CASH PROVIDED BY FINANCING ACTIVITIES                        5,808             6,969
                                                                         --------          --------
           NET INCREASE IN CASH AND CASH EQUIVALENTS                        4,341             3,141
CASH AND CASH EQUIVALENTS, BEGINNING                                        9,510            10,794
                                                                         --------          --------
CASH AND CASH EQUIVALENTS, ENDING                                        $ 13,851          $ 13,935
                                                                         ========          ========
Supplemental disclosure of cash flow information
  Interest Paid                                                          $  2,480          $  1,143
                                                                         --------          --------
  Taxes Paid                                                             $    779          $    244
                                                                         --------          --------
</TABLE>

See accompanying notes.

                                      -5-

<PAGE>

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE A - BASIS OF PRESENTATION

In management's opinion, the financial information, which is unaudited, reflects
all adjustments  (consisting solely of normal recurring  adjustments)  necessary
for a fair presentation of the financial information as of and for the three and
six month periods ended June 30, 2006 and 2005,  in conformity  with  accounting
principles  generally accepted in the United States of America. The consolidated
financial  statements  include the  accounts of CB  Financial  Corporation  (the
"Company") and its wholly-owned subsidiary,  Cornerstone Bank. Operating results
for the six month period ended June 30, 2006 are not  necessarily  indicative of
the results that may be expected for the fiscal year ending December 31, 2006.

In June 2005,  the  shareholders  of Cornerstone  Bank (the "Bank")  approved an
Agreement  and  Plan of  Reorganization  pursuant  to which  the  Bank  became a
wholly-owned  banking subsidiary of CB Financial  Corporation,  a North Carolina
corporation  formed as a holding  company  for the Bank.  At the  closing of the
holding company reorganization (the "Reorganization"), one share of CB Financial
Corporation's  no  par  value  common  stock  was  exchanged  for  each  of  the
outstanding  shares of  Cornerstone  Bank's  $5.00 par value common  stock.  The
Company  currently has no  operations  and conducts no business on its own other
than its ownership of the Bank and the common shares of Financial  Capital Trust
I, a Connecticut  statutory  trust to  facilitate  the issuance of $5 million of
trust preferred securities.

The organization and business of Cornerstone Bank,  accounting policies followed
by the Bank and other information are contained in the notes to the consolidated
financial  statements  filed as part of the Company's 2005 annual report on Form
10-KSB.  This quarterly  report should be read in  conjunction  with such annual
report.

NOTE B - STOCK BASED COMPENSATION

Effective  January 1, 2006,  the Company  adopted SFAS No. 123  (revised  2004),
"Share-Based  Payment,"  ("SFAS  No.  123R")  which  was  issued  by the FASB in
December 2004.  SFAS No. 123R revised SFAS No. 123  "Accounting  for Stock Based
Compensation,"  and  supersedes  APB No.  25,  "Accounting  for Stock  Issued to
Employees," (APB No. 25) and its related interpretations. SFAS No. 123R requires
recognition of the cost of employee  services  received in exchange for an award
of equity  instruments in the financial  statements over the period the employee
is required to perform the services in exchange for the award (presumptively the
vesting period). SFAS No. 123R also requires measurement of the cost of employee
services received in exchange for an award based on the grant-date fair value of
the award.  SFAS No. 123R also amends SFAS No. 95  "Statement of Cash Flows," to
require that excess tax benefits be reported as financing  cash inflows,  rather
than as a reduction  of taxes  paid,  which is included  within  operating  cash
flows.

The Company adopted SFAS No. 123R using the modified prospective  application as
permitted under SFAS No. 123R.  Accordingly,  prior period amounts have not been
restated. Under this application, the Company is required to record compensation
expense for all awards  granted  after the date of adoption and for the unvested
portion of  previously  granted  awards that remain  outstanding  at the date of
adoption.

Prior to the adoption of SFAS No. 123R,  the Company  used the  intrinsic  value
method as prescribed by APB No. 25 and thus recognized no  compensation  expense
for options  granted with exercise  prices equal to the fair market value of the
Company's common stock on the date of grant.

                                      -6-

<PAGE>

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

STOCK OPTION PLANS

The Company  has an  Employee  Stock  Option  Plan (the  "Employee  Plan") and a
Director Stock Option Plan (the "Director Plan") in effect at June 30, 2006. All
options  outstanding  under both plans as of December 31, 2005 were fully vested
and no new options were issued during the six-month period ending June 30, 2006.
Therefore,  no option related  compensation cost has been charged against income
for the six months ended June 30, 2006.

In 2003,  the  Company  implemented  the  Employee  Plan and the  Director  Plan
(together,  the "Plans") that were approved by  shareholders  in 2002. Each plan
makes available  options to purchase 76,461 shares of the Company's common stock
for an aggregate  number of common shares reserved for options equal to 152,922.
No options were granted prior to 2003.  On August 31, 2003,  options to purchase
125,682 shares of common stock were granted. All options granted originally were
scheduled to vest over five years,  with 20% vesting on the first anniversary of
the grant date, and 20% vesting annually  thereafter.  During 2005, an amendment
was  made to the  grants  providing  for  accelerated  vesting  of all  options,
resulting in all options  being  immediately  vested.  All  unexercised  options
expire ten years after the date of grant.  Options  granted  under the Plans can
have a term of up to ten years from the date of grant, provided however, that in
the  case of an  employee  who owns  shares  representing  more  than 10% of the
outstanding common stock at the time an Incentive Stock Option (ISO) is granted,
the term of such ISO  shall  not  exceed  five  years.  Vesting  of  options  is
determined at the time of grant and ranges from immediate to ten years.  Options
under the Employee  Plan must be granted at a price that shall be the average of
the highest and lowest  selling  price on such  exchange date or, if no sales on
such date, shall be the mean between the bid and asked price. In the case of the
employee who owns shares representing more than 10% of the Company's outstanding
shares of common stock at the time the ISO is granted,  the exercise price shall
not be less than 110% of the market value of the optioned shares at the time the
ISO is granted. The weighted average exercise price of all options granted under
the Plans is $10.43.

The fair market  value of each option  award is  estimated  on the date of grant
using the  Black-Scholes  option pricing model.  No options were granted for the
six months ended June 30, 2006 and June 30, 2005. The risk-free interest rate is
based  upon a U.S.  Treasury  instrument  with a life  that  is  similar  to the
expected life of the option grant. Expected volatility is an estimate based upon
approximate  volatility  of  community  bank stocks.  The  expected  term of the
options is an estimate based on the period between the initial full vesting term
and expiration of the options. The expected dividend yield of zero is based upon
the previous dividend history of the Company. No post-vesting restrictions exist
for these options.

                                      -7-

<PAGE>

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

STOCK OPTION PLANS (CONTINUED)

A summary of option  activity  under the Plans as of June 30,  2006 and  changes
during the six month period ended June 30, 2006 is presented below:

<TABLE>
<CAPTION>
                                                                                     Weighted
                                         Shares                           Weighted    Average
                                        Available                         Average    Remaining   Aggregate
                        Shares         For Future         Shares          Exercise  Contractual  Intrinsic
                       In Plans          Grants        Outstanding         Price       Term        Value
                       --------         --------         --------         ------      ------      --------
<S>                    <C>               <C>             <C>             <C>          <C>        <C>
At December 31, 2005    152,922           30,547          122,375         $10.43         7.7      $559,254
Exercised                    --               --               --             --          --            --
Authorized                   --               --               --             --          --            --
Forfeited                    --               --               --             --          --            --
Granted                      --               --               --             --          --            --
                       --------         --------         --------         ------      ------      --------
At June 30, 2006        152,922           30,547          122,375         $10.43         7.2      $804,002
                       ========         ========         ========         ======      ======      ========

Exercisable at June 30, 2006                              122,375         $10.43         7.2      $804,002
                                                         ========         ======      ======      ========
</TABLE>

No options were exercised for the six months ended June 30, 2006.

Had compensation costs for the Company's stock option plan been determined using
the fair  value  method,  the  Company's  pro forma net  income  would have been
affected as presented below for the quarter and six months ended June 30, 2005.

                                             Three Months  Six Months
                                                Ended        Ended
                                               June 30,     June 30,
                                                 2005        2005
                                               --------    --------
                                               (Amounts in thousands,
                                               except per share data)
Net income:
As reported                                    $    335         647
   Deduct: Total stock-based employee
     compensation expense determined
     under fair value method for all awards,
     net of related tax effects                     (13)        (26)
                                               --------    --------
   Pro forma                                   $    322    $    621
                                               ========    ========
Basic net income per share:
   As reported                                 $    .33    $    .64
   Pro forma                                        .32         .62

Diluted net income per share:
   As reported                                 $    .33    $    .63
   Pro forma                                        .31         .61

                                      -8-

<PAGE>

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

EMPLOYEE STOCK PURCHASE PLAN

The Employee Stock Purchase Plan (the "Purchase  Plan") is a voluntary plan that
enables  full-time  employees  of the Bank to purchase  shares of the  Company's
common stock based on their continued  service over a specified  period of time.
The Purchase  Plan is  administered  by a committee  of the Board of  Directors,
which has a broad  discretionary  authority to administer the Purchase Plan. The
Company's  Board of Directors may amend or terminate the Purchase Plan any time.
The Purchase Plan is intend to be qualified as an employee  stock  purchase plan
under Section 423 of the Internal Revenue Code of 1986, as amended.

Once a year,  participants  in the Purchase Plan  purchase the Company's  common
stock at the lesser of : (a) eighty-five  percent (85%) of the fair market value
of the common stock on the date of grant, or (b) eighty-five percent (85) of the
fair market  value of the common stock on the purchase  date.  Participants  are
permitted to purchase  shares under the Purchase  Plan up to a maximum  purchase
amount not to exceed $25,000 in fair market value.

The fair value of each option grant under the Purchase Plan was estimated on the
date of grant using the same  option  valuation  model used for options  granted
under the Plans and assumes that service period  requirements  will be achieved.
If such  requirements  are not met, no  compensation  cost is recognized and any
recognized  compensation  is reversed.  There were no options  granted under the
Purchase Plan during the three months ended June 30, 2006.  For options  granted
under the Purchase  Plan during the six months ended June 30, 2006, we have used
the   following    assumptions   in   our    determination    of   fair   value:
expected-volatility of 5.21%; expected dividends of zero, and risk free interest
rate of 4.38%.  The expected term for options granted under the Purchase Plan is
1 year at the grant date, .50 years at June 30, 2006.

There were no  outstanding  options  under the Purchase  Plan as of December 31,
2005. On January 1, 2006, the Company  granted 8,000 options which are scheduled
to vest on December 31, 2006.  The  aggregate  intrinsic  value of these options
totaled  approximately  $18,000 as of the grant date and  $34,000 as of June 30,
2006, respectively.

The  weighted-average  grant-date  fair value of options  granted during the six
months  ended June 30,  2006 was  $2.87.  No options  were  exercised  under the
Purchase Plan during the six months ended June 30, 2006 and June 30, 2005. As of
June 30, 2006, there was approximately $23,000 of unrecognized compensation cost
related to nonvested  share-based  compensation  arrangements  granted under the
Purchase  Plan;  that  cost is  expected  to be  recognized  over the  remaining
quarters of 2006.

                                      -9-

<PAGE>

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE C - LOANS

Following  is a summary of  activity  in the  allowance  for loan losses for the
periods indicated:

                                                        Six Months Ended
                                                            June 30,
                                                        2006        2005
                                                      -------     -------
                                                     (Dollars in thousands)

Allowance for loan losses at beginning of period      $ 1,775     $ 1,216
Provision for loan losses                                 727         198
Loans charged-off                                      (1,046)        (11)
Recoveries                                                131           7
                                                      -------     -------
Allowance for loan losses at end of period            $ 1,587     $ 1,410
                                                      =======     =======
Allowance for loan losses as a percent of loans
     at period end                                       1.37%       1.53%

At June 30,  2006,  the Company had loan  commitments  outstanding  of $325,000,
pre-approved  but unused lines of credit  totaling  $34.7 million and commercial
and  standby  letters  of credit of  $38,500.  In  management's  opinion,  these
commitments  represent no more than normal  lending risk to the Company and will
be funded from normal sources of liquidity.

NOTE D - OTHER NON-INTEREST EXPENSE

The major components of other non-interest expense are as follows:

                                       Three Months Ended     Six Months Ended
                                           June 30,                June 30,
                                      ----------------        ----------------
                                      2006        2005        2006        2005
                                      ----        ----        ----        ----
                                                (Dollars in thousands)
Postage, printing and office supplies $ 18        $ 33        $ 46        $ 47
Advertising and promotion               40          25          65          40
Professional services                   71          47         107          89
Other                                  116          91         200         157
                                      ----        ----        ----        ----
Total                                 $245        $196        $418        $333
                                      ====        ====        ====        ====

                                      -10-

<PAGE>

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE E - COMPREHENSIVE INCOME

A summary of comprehensive income is as follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended                    Six Months Ended
                                                          June 30,                             June 30,
                                               -------------------------------     --------------------------------
                                                   2006               2005              2006              2005
                                               -------------     -------------     -------------      -------------
                                                                     (Dollars in thousands)
<S>                                            <C>               <C>               <C>               <C>
Net income                                     $         223     $         335     $         458     $          647
Other comprehensive income (loss):
   Net increase (decrease) in the
     fair value of investment securities
     available for sale, net of tax                     (145)               30              (170)               (60)
                                               -------------     -------------     -------------     --------------
         Total comprehensive income            $          78     $         365     $         288     $          587
                                               =============     =============     =============     ==============
</TABLE>

NOTE F - PER SHARE RESULTS

Basic  earnings per share  represents  income  available to common  stockholders
divided by the  weighted-average  number of common shares outstanding during the
period.  Diluted earnings per share reflect  additional common shares that would
have been outstanding if dilutive  potential  common shares had been issued,  as
well as any  adjustment  to income that would result from the assumed  issuance.
Potential  common  shares that may be issued by the Bank  relate to  outstanding
stock options, including those outstanding under the Employee Stock Option Plan,
the Director  Stock Option Plan;  and the Employee  Stock Purchase Plan, and are
determined using the treasury stock method.

The basic and diluted weighted average shares outstanding are as follows:

<TABLE>
<CAPTION>
                                                     Three Months Ended                    Six Months Ended
                                                          June 30,                             June 30,
                                               -------------------------------     --------------------------------
                                                   2006               2005              2006              2005
                                               -------------     -------------     -------------     --------------
<S>                                                <C>               <C>               <C>                <C>
Weighted average outstanding
  shares used for basic EPS                        1,014,228         1,007,714         1,014,228          1,007,714

Plus incremental shares from assumed exercise of:
   Stock options                                      34,761            24,087            32,841             22,385
   Employee stock purchase plan options                  350                --               108                 --
                                               -------------     -------------     -------------     --------------
Weighted average outstanding
  shares used for diluted EPS                      1,049,108         1,031,801         1,046,817          1,030,099
                                               =============     =============     =============     ==============
</TABLE>

No  adjustments  were  required to be made to net income in the  computation  of
diluted earnings per share.

                                      -11-

<PAGE>

                     CB FINANCIAL CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE F - PER SHARE RESULTS (CONTINUED)

Stock Dividend

The Board of  Directors  of the Company  approved a 21-for-20  stock split to be
effected  in the form of a 5% stock  dividend  payable  on  August  31,  2006 to
shareholders of record on July 21, 2006. All references to per share results and
weighted  average  common and common  equivalent  shares  outstanding  have been
adjusted to reflect the effects of this stock dividend.

NOTE G - RECLASSIFICATIONS

Certain amounts presented on the accompanying  consolidated financial statements
as of June 30, 2005 have been  reclassified to conform to the presentation as of
June 30, 2006.  The  reclassifications  had no effect on the net income or total
stockholders' equity as previously reported.

                                      -12-

<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Management's  discussion  and  analysis  is  intended  to assist  readers in the
understanding  and  evaluation  of  the  financial   condition  and  results  of
operations  of CB Financial  Corporation  and its wholly owned bank  subsidiary,
Cornerstone  Bank (the  "Company").  This  quarterly  report  on Form  10-QSB to
shareholders  may  contain  certain  forward-looking  statements  consisting  of
estimates  with respect to the financial  condition,  results of operations  and
other  business of the Company that are subject to various  factors  which could
cause actual results to differ  materially from those  estimates.  Factors which
could influence the estimates  include  changes in national,  regional and local
market conditions,  legislative and regulatory conditions, and the interest rate
environment.

                             FINANCIAL CONDITION AT
                       JUNE 30, 2006 AND DECEMBER 31, 2005

During the first six months of 2006,  the  Company's  total assets  increased to
$158.6  million,  an  increase  of $5.9  million  or 3.9% from  total  assets at
December  31,  2005 of  $152.7  million.  This  increase  in assets  was  mainly
attributable to increases in liquid  investments and loans.  The growth in total
assets was funded principally by inflows of customer  deposits,  which increased
by $6.9 million or 5.3% to $136.0 million, up from $129.1million at December 31,
2005.   Liquid   investments,   consisting   of  cash   and  due   from   banks,
interest-earning  deposits in other banks, federal funds sold, time deposits and
investment  securities totaled $37.4 million, or 23.6% of total assets and 27.5%
of total  deposits at June 30,  2006,  representing  an increase of $2.9 million
from $34.5 million at December 31, 2005.  Loans increased to $115.7 million,  up
from $114.5 million at December 31, 2005. Total  stockholders'  equity increased
from $10.4  million at December 31, 2005 to $10.7  million at June 30, 2006 as a
result of retention of net income of $458,000  during the six month  period.  At
June 30, 2006, both the Bank and Company's  capital exceeded the levels that are
deemed   to  be   "well-capitalized"   under   applicable   regulatory   capital
requirements.

                RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
                             JUNE 30, 2006 AND 2005

Overview.  The Company earned net income of $223,000, or $.21 per diluted share,
for the quarter ended June, 2006, as compared to net income of $335,000, or $.33
per diluted share, for the second quarter of 2005. This decrease of $112,000, or
$0.12 per diluted share in net operating results,  was attributable to increases
in the provision for loan losses and in non-interest expenses. The provision for
loan losses increased from $85,000 in 2005 to $332,000 for the second quarter of
2006, while  non-interest  expense  increased from $719,000 to $1,051,000 during
the same time period. The variances are discussed in detail below.

Total Interest  Income.  Total interest income increased to $2.8 million for the
quarter  ended June 30,  2006, a $1.1  million or 64.7%  increase  from the $1.7
million earned in second quarter of 2005.  Total interest income  benefited from
the  growth  in the level of  average  earning  assets  from year to year and an
increase in interest rates. Average total  interest-earning  assets increased by
$23.9 million, or 19.9% annualized,  compared to the three months ended June 30,
2005, while the average balance of total interest-bearing  liabilities increased
by $26.4 million,  or 28.8% annualized during the same period. Our balance sheet
is asset  sensitive and has benefited from 8 prime rate increases since June 30,
2005 totaling  2.00%.  This rate  sensitivity has contributed to the increase in
the net interest spread. Additionally, the management of the rates applicable to
interest-bearing  liabilities  has  resulted  in  the  increased  amount  of net
interest income.

                                      -13-

<PAGE>

Provision  for Loan  Losses.  The Bank  recorded a $332,000  provision  for loan
losses, after $523,000 in charge-offs in the second quarter of 2006, compared to
the $85,000  provision  made in the same  quarter of 2005 after  charge-offs  of
$11,000. Provisions for loan losses are charged to income to bring the allowance
for loan losses to a level deemed  appropriate by management.  In evaluating the
allowance for loan losses, management considers factors that include an analysis
of the risk characteristics of various  classifications of loans,  previous loan
loss  experience,  specific  loans which have loan loss  potential,  delinquency
trends,  estimated  fair  values  of  underlying  collateral,  current  economic
conditions,  the  views of the  Bank's  regulators  (who have the  authority  to
require additional  reserves),  and geographic and industry loan concentrations.
In the second quarter of 2006 the provision for loan losses was made principally
in response to risk changes in the portfolio and charge-offs.  The allowance for
loan losses was $1,587,000,  representing 1.37% of loans outstanding,  down from
1.53% of total loans outstanding at June 30, 2005.  Nonperforming  loans totaled
$1,492,000  and  $598,000 at June 30, 2006 and June 30, 2005,  respectively.  In
October of 2005,  federal  bankruptcy  laws were  changed and many  bankruptcies
occurred in advance of the change.  In Wilson  County,  over one thousand  cases
were filed, 11 of which were Cornerstone  customers.  The increase in the Bank's
nonperforming  loans was mainly  attributable to these 11 bankruptcies.  Most of
these had not been past due prior to the filing.

Non-Interest  Income.  Non-interest income increased $41,000 to $253,000 for the
quarter  ended June 30,  2006,  as compared  with  $212,000 for the three months
ended June 30, 2005.  Service  charges on deposit  accounts,  which  represent a
relatively  stable  and  predictable  source  of  non-interest  income,  totaled
$139,000  for second  quarter of 2006 as compared  with  $104,000 for the second
quarter of 2005,  with the increase  resulting  principally  from deposit growth
from  period to period.  Through  associations  with  certain  mortgage  lending
companies,  the Bank originates a full range of competitively priced residential
and commercial  long-term  mortgages,  at both fixed and variable rates, earning
fees for loans  originated.  The Bank had income  from  mortgage  operations  of
$96,000 in the second  quarter of 2006,  an increase of $60,000 from the $36,000
earned during the second quarter of 2005.

Non-Interest  Expenses.  Non-interest  expenses totaled $1,051,000 for the three
months  ended June 30,  2006,  an increase  or  $332,000,  or 46.2%,  from total
non-interest expenses of $719,000 for the three months ended June 30, 2005. This
increase  is  mainly   attributable  to  increased   compensation  and  benefits
associated  with the  increase  in the number of  employees,  occupancy  expense
related  to a new  branch  opened  in  November  2005  and the  increase  in the
information systems expense related to the increase in customer transactions.

Income Taxes. The Bank provided $92,000 for income taxes during the three months
ended June 30,  2006.  The Bank had $176,000 in income tax expense for the three
months ended June 30, 2005. The decrease in the effective tax rate from 34.4% to
29.2% is primarily  attributable  to the  continued  investment  in  non-taxable
assets, such as municipal securities.

                 RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED
                             JUNE 30, 2006 AND 2005

Overview.  The Bank earned net income of $458,000 or $.44 per diluted share, for
the six months ended June 30,  2006,  as compared net income of $647,000 or $.63
per diluted  share,  for the six months  ended June 30, 2005.  This  decrease of
$189,000  or $.19 per diluted  share in net  operating  results was  principally
attributable  to the increase in provision  for loan losses and in  non-interest
expenses.  The  provision  for loan losses  increased  from  $198,000 in 2005 to
$727,000 for the first six months of 2006, while non-interest  expense increased
from  $1,350,000  to $1,953,000  during the same time period.  The variances are
discussed in detail below.

                                      -14-

<PAGE>

Net Interest  Income.  Net interest  income  increased to $2,858,000 for the six
months  ended June 30, 2006, a $715,000 or 33.3%  increase  from the  $2,143,000
earned in first six months of 2005.  Total interest income benefited from growth
in the level of  average  earning  assets and an  increase  in  interest  rates.
Average  total  interest-earning  assets  increased by $31.8  million,  or 26.7%
annualized,  during the six months  ended June 30,  2006 as  compared to the six
months ended June 30, 2005, while the average balance of total  interest-bearing
liabilities  increased by $38.7 million,  or 41.8%  annualized,  during the same
period. Our balance sheet is asset sensitive and has benefited from 8 prime rate
increases  since  June 30,  2005  totaling  2.00%.  This  rate  sensitivity  has
contributed  to the  increase  in the net  interest  spread.  Additionally,  the
management of the rates applicable to interest-bearing  liabilities has resulted
in the increased amount of net interest income.

Provision  for Loan  Losses.  The Bank  recorded a $727,000  provision  for loan
losses in the first six months of 2006 after charge-offs of $1,045,000, compared
to the $198,000  provision made in the same period of 2005 after  charge-offs of
$11,000. Provisions for loan losses are charged to income to bring the allowance
for loan losses to a level deemed  appropriate by management.  In evaluating the
allowance for loan losses, management considers factors that include an analysis
of the risk characteristics of various  classifications of loans,  previous loan
loss  experience,  specific  loans which have loan loss  potential,  delinquency
trends,  estimated  fair  values  of  underlying  collateral,  current  economic
conditions,  the  views of the  Bank's  regulators  (who have the  authority  to
require additional  reserves),  and geographic and industry loan concentrations.
In the  first  six  months  of 2006  the  provision  for  loan  losses  was made
principally  in response  to 11  bankruptcy  filings  made at the end of October
2005.  In  October  of 2005,  federal  bankruptcy  laws  were  changed  and many
bankruptcies  occurred  in advance of the  change.  In Wilson  County,  over one
thousand cases were filed, 11 of which were Cornerstone customers. Additionally,
some of the  provision  was in  response  to  growth in  loans,  as total  loans
outstanding  increased  by $1.2  million and in response to risk  changes in the
portfolio and  charge-offs.  During the first six months of 2006,  the provision
was also made principally in response to growth in loans. The allowance for loan
losses was $1,587,000 at June 30, 2006, representing 1.37% of loans outstanding,
down from  $1,775,000,  or 1.53% of total loans  outstanding,  at June 30, 2005.
Nonperforming  loans totaled  $1,492,000  and $589,000 at June 30, 2006 and June
30, 2005, respectively.

Non-Interest  Income.  Non-interest income increased $58,000 to $487,000 for the
six months ended June 30,  2006,  as compared  with  $429,000 for the six months
ended June 30, 2005.  Service  charges on deposit  accounts,  which  represent a
relatively  stable  and  predictable  source  of  non-interest  income,  totaled
$267,000  for the first six months of 2006 as  compared  with  $223,000  for the
first six months of 2005, with the increase  resulting  principally from deposit
growth from period to period. Through associations with certain mortgage lending
companies,  the Bank originates a full range of competitively priced residential
and commercial  long-term  mortgages,  at both fixed and variable rates, earning
fees for loans  originated.  The Bank had income  from  mortgage  operations  of
$163,000  in the first six  months of 2006,  an  increase  of  $77,000  from the
$86,000 earned during the first six months of 2005.

Non-Interest  Expenses.  Non-interest  expenses  totaled  $1,953,000 for the six
months  ended June 30,  2006,  an increase  of  $603,000,  or 44.7%,  from total
non-interest expenses of $1,350,000 for the six months ended June 30, 2005. This
increase  is  mainly   attributable  to  increased   compensation  and  benefits
associated  with the  increase  in the number of  employees,  occupancy  expense
related  to a new  branch  opened  in  November  2005  and the  increase  in the
information systems expense related to the increase in customer transactions.

Income Taxes. The Bank provided  $207,000 for income taxes during the six months
ended June 30,  2006.  The Bank had  $377,000  in income tax expense for the six
months ended June 30, 2005. The decrease in the effective tax rate from 36.8% to
31.1% is primarily  attributable  to the  continued  investment  in  non-taxable
assets, such as municipal securities.

                                      -15-

<PAGE>

                                    LIQUIDITY

Our  liquidity  is a measure  of our  ability  to fund  loans,  withdrawals  and
maturities of deposits,  and other cash outflows in a cost effective manner. Our
principal sources of liquidity are deposits,  scheduled payments and prepayments
of loan  principal,  maturities  of  investment  securities,  access  to  liquid
deposits,  and funds provided by operations.  While  scheduled loan payments and
maturing investments are relatively  predictable sources of funds, deposit flows
and loan prepayments are greatly influenced by general interest rates,  economic
conditions and competition.

Liquid assets (consisting of cash and due from banks, interest-earning deposit
with other banks, federal funds sold and investment securities classified as
available for sale) comprised 21.0% of our total assets at June 30, 2006. We
have traditionally been a net seller of federal funds, as our liquidity has
exceeded our need to fund new loan demand. Should the need arise, we would have
the capability to sell securities classified as available for sale or to borrow
funds as necessary. We have established credit lines with other financial
institutions to purchase up to $15.3 million in federal funds. As a member of
the Federal Home Loan Bank of Atlanta ("FHLB of Atlanta") we may obtain
longer-term advances up to 10% of our assets. As of June 30, 2006, we had $6.3
million in advances outstanding with the FHLB of Atlanta. Management believes
that our current sources of funds provide adequate liquidity for our current
cash flow needs.

                                     CAPITAL

A significant measure of the strength of a financial  institution is its capital
base.  Our federal  regulators  have  classified  and defined  capital  into the
following  components:  (1) Tier I capital,  which includes common stockholders'
equity and qualifying preferred equity, and (2) Tier II capital,  which includes
a portion of the allowance for loan losses,  certain  qualifying  long-term debt
and preferred  stock which does not qualify as Tier I capital.  Minimum  capital
levels are regulated by risk-based capital adequacy guidelines,  which require a
financial institution to maintain capital as a percent of its assets and certain
off-balance   sheet  items   adjusted   for   predefined   credit  risk  factors
(risk-adjusted  assets). A financial  institution is required to maintain,  at a
minimum,  Tier I capital as a  percentage  of  risk-adjusted  assets of 4.0% and
combined Tier I and Tier II capital as a percentage of  risk-adjusted  assets of
8.0%. In addition to the risk-based guidelines, federal regulations require that
we maintain a minimum leverage ratio (Tier I capital as a percentage of tangible
assets) of 4.0%.  As of June 30,  2006,  the Bank's  regulatory  capital  ratios
exceeded  the  levels  above  which an  institution  is  considered  to be "well
capitalized" and were as follows:

        o   Tier 1 Capital as a Percentage of Risk-Adjusted Assets       13.45%
        o   Total Capital as a Percentage of Risk-Adjusted Assets        14.70%
        o   Tier 1 Leverage Ratio                                        10.25%

Management expects that the Bank will remain  "well-capitalized"  for regulatory
purposes, although there can be no assurance that additional capital will not be
required in the near future due to greater-than-expected growth, or otherwise.

                                      -16-

<PAGE>

                           FORWARD-LOOKING INFORMATION

This report  contains  certain  forward-looking  statements  with respect to the
financial  condition,  results of operations and business of the Company.  These
forward-looking  statements involve risks and uncertainties and are based on the
beliefs and  assumptions  of  management  of the Company and on the  information
available to management at the time that these disclosures were prepared.  These
statements  can be identified by the use of words like  "expect,"  "anticipate,"
"estimate"  and   "believe,"   variations  of  these  words  and  other  similar
expressions.   Readers  should  not  place  undue  reliance  on  forward-looking
statements as a number of important factors could cause actual results to differ
materially  from those in the  forward-looking  statements.  Factors  that could
cause actual results to differ materially  include,  but are not limited to, (1)
competition in the Bank's markets, (2) changes in the interest rate environment,
(3)  general  national,  regional  or  local  economic  conditions  may be  less
favorable than expected,  resulting in, among other things,  a deterioration  in
credit  quality and the possible  impairment  of  collectibility  of loans,  (4)
legislative or regulatory  changes,  including changes in accounting  standards,
(5)  significant   changes  in  the  federal  and  state  legal  and  regulatory
environment  and tax laws,  (6) the  impact of changes  in  monetary  and fiscal
policies, laws, rules and regulations and (7) other risks and factors identified
in the  Company's  other  filings  with  the  SEC.  The  Company  undertakes  no
obligation to update any forward-looking statements.

ITEM 3.    CONTROLS AND PROCEDURES

The Company maintains a system of internal  controls and procedures  designed to
provide  reasonable  assurance as to the reliability of our published  financial
statements and other disclosures included in this report. The Company's Board of
Directors,  operating  through its audit committee which is composed entirely of
independent  outside directors,  provides  oversight to the Company's  financial
reporting process.

The Company's  management,  under the supervision and with the  participation of
the Chief Executive Officer and the Principal  Accounting Officer of the Company
(its principal executive officer and principal financial officer, respectively),
have concluded based on their  evaluation as of the end of the period covered by
this Report that the Company's  disclosure controls and procedures are effective
to ensure  that  information  required  to be  disclosed  by the  Company in the
reports filed or submitted by it under the  Securities  Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported within the time periods
specified in the applicable rules and forms, and include controls and procedures
designed to ensure that  information  required to be disclosed by the Company in
such  reports is  accumulated  and  communicated  to the  Company's  management,
including the Chief Executive  Officer and the Principal  Accounting  Officer of
the  Company,  as  appropriate  to allow  timely  decisions  regarding  required
disclosure.

The Company  made  certain  enhancements  to  internal  controls,  primarily  in
information technology and lending operations, during the period covered by this
Report as a result of comments received from a regulatory exam.

                                      -17-

<PAGE>

PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS.

In the  opinion of  management,  neither the Company nor the Bank is involved in
any pending legal  proceedings other than routine  litigation  incidental to its
business.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual  Meeting of the Company's  Stockholders  was held on May 25, 2006. Of
1,014,228  shares  entitled  to  vote  at  the  meeting,   605,465  shares  were
represented  in person or by proxy.  The following  matters were voted on at the
meeting:

PROPOSAL 1:      To elect  three  members  of the  Board of  Directors  for a
                 three-year  term until the Annual  Meeting of  Shareholders  in
                 2008. Votes for each nominee were as follows:

Name                                                     For        Withheld
-----------------                                      -------       -----
Thomas E. Brown III                                    601,094       4,371
Judy A. Muirhead                                       601,094       4,371
David W Woodard                                        600,863       4,602

          The following directors continue in office after the meeting:

John C. Anthony        Gregory A. Turnage              S. Christopher Williford
Norman B. Osborn       Robert E. Kirkland III          W. Coalter Paxton III

PROPOSAL  2: To  ratify  the  appointment  of Dixon  Hughes  PLLC as the  Bank's
independent auditor for the year ending December 31, 2006.

          For                           Against                    Withheld
          ---                           -------                    --------
        604,645                          96,754                       0

ITEM 6.    EXHIBITS

Exhibit Name                              Description
------------                              -----------

Exhibit (2)       Articles  of  Share   Exchange  and   Agreement  and  Plan  of
                  Reorganization  dated  May 26,  2005,  incorporated  herein by
                  reference to Exhibit (2) to the Form 8-K filed with the SEC on
                  June 10, 2005

Exhibit 3(i)      Articles of Incorporation, incorporated herein by reference to
                  Exhibit  3(i) to the Form 8-K  filed  with the SEC on June 10,
                  2005

Exhibit 3(ii)     Bylaws,  incorporated  herein by reference to Exhibit 3(ii) to
                  the Form 8-K filed with the SEC on June 10, 2005

Exhibit 4(i)      Specimen  Stock  Certificate, incorporated herein by reference
                  to  Exhibit  4 to  the Form 8-K filed with the SEC on June 10,
                  2005

Exhibit 4(ii)     Indenture  dated July 12,  2005  between  the Company and U.S.
                  Bank National Association, as trustee,  incorporated herein by
                  reference  to Exhibit  4(i) to the Form 8-K filed with the SEC
                  on July 15, 2005

                                      -18-

<PAGE>

Exhibit Name                              Description
------------                              -----------

Exhibit 4(iii)    Amended and Restated  Declaration of Trust dated July 12, 2005
                  by and among the  Company,  as  sponsor,  U.S.  Bank  National
                  Association,  as institutional trustee, and the Administrators
                  named  therein,  incorporated  herein by  reference to Exhibit
                  4(ii) to the Form 8-K filed with the SEC on July 15, 2005

Exhibit 4(iv)     Form of Junior Subordinated  Debenture (included as an exhibit
                  to Exhibit 4(ii) above),  incorporated  herein by reference to
                  Exhibit  4(iii) to the Form 8-K filed with the SEC on July 15,
                  2005

Exhibit 4(v)      Form of Capital Security  Certificate  (included as an exhibit
                  to Exhibit 4(iii) above),  incorporated herein by reference to
                  Exhibit  4(iv) to the Form 8-K filed  with the SEC on July 15,
                  2005

Exhibit 4(vi)     Guarantee  Agreement  dated July 12, 2005  between the Company
                  and U.S. Bank  National  Association,  incorporated  herein by
                  reference  to Exhibit  4(v) to the Form 8-K filed with the SEC
                  on July 15, 2005

Exhibit 10(i)     Employment  Agreement  with  Norman  B.  Osborn,  incorporated
                  herein by  reference  to  Exhibit  10(i) to the Form  10-SB of
                  Cornerstone Bank filed with the FDIC on April 30, 2001

Exhibit 10(ii)    Employment  Agreement  with Robert W.  Kernodle,  incorporated
                  herein by  reference  to  Exhibit  10(ii) to the Form 10-SB of
                  Cornerstone Bank filed with the FDIC on April 30, 2001

Exhibit 10(iii)   Employment  Agreement with G. Brooks  Batchelor,  incorporated
                  herein by  reference  to Exhibit  10(iii) to the Form 10-SB of
                  Cornerstone Bank filed with the FDIC on April 30, 2001

Exhibit 10(iv)    Employment  Agreement  with  Robert H. Ladd III,  incorporated
                  herein by  reference  to  Exhibit  10(iv) to the Form 10-SB of
                  Cornerstone Bank filed with the FDIC on April 30, 2001

Exhibit 10(v)     Director Stock Option Plan,  incorporated  herein by reference
                  to Exhibit 10(v) to the Form 10-SB of  Cornerstone  Bank filed
                  with the FDIC on April 30, 2001

Exhibit 10(vi)    Employee Stock Option Plan,  incorporated  herein by reference
                  to Exhibit 10(vi) to the Form 10-SB of Cornerstone  Bank filed
                  with the FDIC on April 30, 2001

Exhibit 10(vii)   Cornerstone Bank 2005 Employee  Incentive  Compensation  Plan,
                  incorporated  by  reference  to  Exhibit  10(vii)  to the Form
                  10-KSB of  Cornerstone  Bank  filed with the FDIC on March 29,
                  2005

Exhibit 10(viii)  Cornerstone  Bank 2005 Management Team Incentive  Compensation
                  Plan,  incorporated  by reference  to Exhibit  10(viii) to the
                  Form 10-KSB of  Cornerstone  Bank filed with the FDIC on March
                  29, 2005

Exhibit 10(ix)    Cornerstone  Bank  2005  Chief  Executive   Officer  Incentive
                  Compensation Plan, incorporated by reference to Exhibit 10(ix)
                  to the Form 10-KSB of Cornerstone  Bank filed with the FDIC on
                  March 29, 2005

                                      -19-

<PAGE>

Exhibit Name                              Description
------------                              -----------

Exhibit 10(x)     Lease  Agreement  dated  September  2, 2005 by and  between CB
                  Financial Corporation and Cornerstone Bank, as lessee, and H/C
                  Wilson,  Inc., as lessor,  incorporated herein by reference to
                  Exhibit  10.1 to the Form 8-K filed with the SEC on  September
                  9, 2005

Exhibit 11        Statement Regarding Computation of Per Share Earnings

Exhibit 31.1      Certification of Norman B. Osborn

Exhibit 31.2      Certification of Dora Kicklighter

Exhibit 32        Certification  of  Periodic  Financial  Report  Pursuant to 18
                  U.S.C. ss. 1350

                                      -20-

<PAGE>

                                   SIGNATURES

Under the  requirements of the Securities  Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned  thereunto
duly authorized.

                                    CB FINANCIAL CORPORATION

Date: August 14, 2006           By: /s/   Norman B. Osborn
                                    --------------------------------------------
                                    Norman B. Osborn
                                    President and Chief Executive Officer

Date: August 14, 2006           By: /s/   Dora Kicklighter
                                    --------------------------------------------
                                    Dora Kicklighter
                                    Principal Accounting Officer

                                      -21-