<PAGE>

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

                                    FORM 10-Q

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

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006

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

           FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                         Commission file number 0-30665

                          CNB Financial Services, Inc.
             (Exact Name of Registrant as specified in its charter)

<TABLE>
<S>                                                          <C>
                 West Virginia                                    55-0773918
        (State or other jurisdiction of                        (I.R.S. Employer
        incorporation or organization)                       Identification No.)
</TABLE>

<TABLE>
<S>                                                               <C>
101 S. Washington Street, Berkeley Springs, WV                       25411
   (Address of principal executive offices)                       (Zip Code)
</TABLE>

Issuer's telephone number, (304) 258 - 1520

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one)

 Large Accelerated Filer [ ]   Accelerated Filer [ ]   Non-Accelerated Filer [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                 YES [ ] NO [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 458,048 shares of common stock,
par value $1 per share, as of November 13, 2006.

<PAGE>

                          CNB FINANCIAL SERVICES, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
PART 1: FINANCIAL INFORMATION

   Item 1. Financial Statements

           Consolidated Statements of Financial Condition as of
              September 30, 2006 (Unaudited) and December 31, 2005.......     3

           Consolidated Statements of Income for the Three and Nine
              Months ended September 30, 2006 and 2005 (Unaudited).......     4

           Consolidated Statements of Changes in Shareholders' Equity for
              the Nine Months Ended September 30, 2006 (Unaudited) and
              the Year Ended December 31, 2005...........................     5

           Consolidated Statements of Cash Flows for the Nine Months
              Ended September 30, 2006 and 2005 (Unaudited)..............     6

           Notes to Consolidated Financial Statements (Unaudited)........     7

   Item 2. Management's Discussion and Analysis of Financial Condition
              and Results of Operations for the Three and Nine Months
              ended September 30, 2006...................................    15

   Item 3. Quantitative and Qualitative Disclosures about Market Risk....    25

   Item 4. Controls and Procedures.......................................    26

PART II: OTHER INFORMATION

   Item 1. Legal Proceedings.............................................    27

   Item 4. Submission of Matters to a Vote of Security Holders...........    27

   Item 6. Exhibits and Reports on Form 8-K..............................    27

           SIGNATURES....................................................    28
</TABLE>

                           Forward-Looking Statements

     The Private Securities Litigation Reform Act of 1995 indicates that the
disclosure of forward-looking information is desirable for investors and
encourages such disclosure by providing a safe harbor for forward-looking
statements that involve risk and uncertainty. All statements other than
statements of historical fact included in this Form 10-Q including statements in
Management's Discussion and Analysis of Financial Condition and Results of
Operations are, or may be deemed to be, forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. In order to comply with the terms of the safe
harbor, CNB notes that a variety of factors could cause CNB's actual results and
experience to differ materially from the anticipated results or other
expectations expressed in those forward-looking statements. These factors could
include the following possibilities: (1) competitive pressures among depository
and other financial institutions may increase significantly; (2) changes in the
interest rate environment may reduce margins; (3) general economic conditions
may become unfavorable resulting in reduced credit quality or demand for loans;
(4) legislative or regulatory changes could increase expenses; (5) loan growth
does not continue to increase through the end of 2006 as expected; and (6)
competitors may have greater financial resources and develop products that
enable them to compete more successfully than CNB.


                                       2

<PAGE>

                   CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>
                                                   SEPTEMBER 30,   DECEMBER 31,
                                                       2006            2005
                                                   -------------   ------------
                                                    (Unaudited)      (Audited)
<S>                                                <C>             <C>
                     ASSETS

Cash and due from banks                            $  7,629,172    $ 10,085,252
Federal funds sold                                       46,000          38,000
Securities available for sale (at approximate
   market value)                                     58,478,031      55,194,216
Federal Home Loan Bank stock, at cost                 2,148,500       1,669,900
Federal Reserve Bank stock, at cost                     138,650         138,650
Loans and lease receivable, net                     197,556,214     180,207,390
Accrued interest receivable                           1,343,526       1,230,777
Premises and equipment, net                           6,365,431       6,601,463
Deferred income taxes                                 1,237,101       1,159,595
Cash surrender value of life insurance                1,392,409       1,279,690
Intangible assets                                       525,057         620,593
Other assets                                            716,351         727,896
                                                   ------------    ------------
   TOTAL ASSETS                                    $277,576,442    $258,953,422
                                                   ============    ============
      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
   Deposits:
      Demand                                       $ 43,123,638    $ 42,669,886
      Interest-bearing demand                        50,790,494      54,900,737
      Savings                                        30,018,494      32,342,957
      Time, $100,000 and over                        35,249,738      30,659,767
      Other time                                     69,291,418      58,715,079
                                                   ------------    ------------
                                                   $228,473,782    $219,288,426
   Accrued interest payable                             935,817         611,512
   FHLB borrowings                                   25,120,000      17,800,000
   Accrued expenses and other liabilities             2,332,917       2,245,443
                                                   ------------    ------------
      TOTAL LIABILITIES                            $256,862,516    $239,945,381
                                                   ------------    ------------
SHAREHOLDERS' EQUITY
   Common stock, $1 par value; 5,000,000  shares
      authorized; 458,048 shares outstanding       $    458,048    $    458,048
   Capital surplus                                    4,163,592       4,163,592
   Retained earnings                                 17,339,592      15,658,134
   Accumulated other comprehensive income            (1,247,306)     (1,271,733)
                                                   ------------    ------------
      TOTAL SHAREHOLDERS' EQUITY                   $ 20,713,926    $ 19,008,041
                                                   ------------    ------------
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $277,576,442    $258,953,422
                                                   ============    ============
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.


                                        3
<PAGE>

                   CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED         NINE MONTHS ENDED
                                                         SEPTEMBER 30,              SEPTEMBER 30,
                                                    -----------------------   ------------------------
                                                       2006         2005          2006         2005
                                                    ----------   ----------   -----------   ----------
<S>                                                 <C>          <C>          <C>           <C>
INTEREST INCOME
   Interest and fees on loans                       $3,471,261   $2,898,827   $ 9,829,831   $8,094,536
   Interest and dividends on securities
      U.S. Government agencies and corporations        427,750      359,207     1,202,931    1,106,544
      Mortgage backed securities                       123,720       87,851       330,416      262,412
      State and political subdivisions                 102,477      100,868       303,348      318,321
      Other                                             27,507        6,176        70,740       25,608
   Interest on federal funds sold                          311        1,323         1,065        1,965
                                                    ----------   ----------   -----------   ----------
                                                    $4,153,026   $3,454,252   $11,738,331   $9,809,386
                                                    ----------   ----------   -----------   ----------
INTEREST EXPENSE
   Interest on interest bearing demand,
      savings and time deposits                     $1,401,742   $  910,214   $ 3,777,262   $2,514,430
   Interest on FHLB borrowings                         324,246       94,032       692,812      186,004
                                                    ----------   ----------   -----------   ----------
                                                    $1,725,988   $1,004,246   $ 4,470,074   $2,700,434
                                                    ----------   ----------   -----------   ----------
         NET INTEREST INCOME                        $2,427,038   $2,450,006   $ 7,268,257   $7,108,952
PROVISION FOR LOAN LOSSES                               44,500       72,000       231,000      280,000
                                                    ----------   ----------   -----------   ----------
         NET INTEREST INCOME AFTER
            PROVISION FOR LOAN LOSSES               $2,382,538   $2,378,006   $ 7,037,257   $6,828,952
                                                    ----------   ----------   -----------   ----------
NONINTEREST INCOME
   Service charges on deposit accounts              $  317,854   $  325,592   $   928,466   $  894,980
   Other service charges, commissions and fees         168,548      149,318       488,040      415,418
   Insurance commissions                                    --       35,986            --      114,027
   Other operating income                               14,710       13,285        49,003       47,109
   Income from title company                             4,889        7,041        15,929       22,278
                                                    ----------   ----------   -----------   ----------
                                                    $  506,001   $  531,222   $ 1,481,438   $1,493,812
                                                    ----------   ----------   -----------   ----------
NONINTEREST EXPENSES
   Salaries                                         $  754,698   $  784,523   $ 2,261,904   $2,256,248
   Employee benefits                                   305,337      273,119       943,177      807,287
   Occupancy of premises                               126,756      118,338       373,244      318,755
   Furniture and equipment expense                     199,401      235,326       614,088      665,481
   Other operating expenses                            486,636      480,921     1,517,506    1,541,202
   Net (gain) loss on sale of securities                    --       (2,948)       40,741       (2,374)
   Net loss on disposal of premises and equipment           --           --        19,756           --
                                                    ----------   ----------   -----------   ----------
                                                    $1,872,828   $1,889,279   $ 5,770,416   $5,586,599
                                                    ----------   ----------   -----------   ----------
         INCOME FROM CONTINUING OPERATIONS
            BEFORE INCOME TAXES                     $1,015,711   $1,019,949   $ 2,748,279   $2,736,165
PROVISION FOR INCOME TAXES                             386,187      314,452       941,008      903,087
                                                    ----------   ----------   -----------   ----------
         INCOME FROM CONTINUING OPERATIONS          $  629,524   $  705,497   $ 1,807,271   $1,833,078
                                                    ----------   ----------   -----------   ----------
            DISCONTINUED OPERATIONS
         NET RESULTS FROM DISCONTINUED OPERATIONS
            OF CNB INSURANCE SERVICES, INC
            BEFORE INCOME TAXES                     $      (58)  $       --   $   123,805   $       --
PROVISION FOR INCOME TAXES                          $       --   $       --   $    43,497   $       --
                                                    ----------   ----------   -----------   ----------
         NET RESULTS ON DISCOUNTINUED OPERATIONS    $      (58)  $       --   $    80,308   $       --
                                                    ----------   ----------   -----------   ----------
         NET INCOME                                 $  629,466   $  705,497   $ 1,887,579   $1,833,078
                                                    ==========   ==========   ===========   ==========
BASIC EARNINGS PER SHARE                            $     1.37   $     1.54   $      4.12   $     4.00
                                                    ==========   ==========   ===========   ==========
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.


                                        4

<PAGE>

                   CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
     CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 ACCUMULATED
                                                                                   OTHER           TOTAL
                                          COMMON      CAPITAL      RETAINED    COMPREHENSIVE   SHAREHOLDERS'
                                           STOCK      SURPLUS      EARNINGS        INCOME          EQUITY
                                         --------   ----------   -----------   -------------   -------------
<S>                                      <C>        <C>          <C>           <C>             <C>
BALANCE, JANUARY 1, 2005                 $458,048   $3,863,592   $14,172,144    $  (345,044)    $18,148,740
                                                                                                -----------
Comprehensive income:
   Net income for nine months
      ended September 30, 2005                 --           --     1,833,078             --       1,833,078
   Change in unrealized gains (losses)
      on securities available for
      sale (net of tax of $204,714)            --           --            --       (334,009)       (334,009)
                                                                                                -----------
Total Comprehensive Income                                                                        1,499,069
                                                                                                -----------
Cash dividends ($0.42 per share)               --           --      (192,380)            --        (192,380)
                                         --------   ----------   -----------    -----------     -----------
BALANCE, SEPTEMBER 30, 2005              $458,048   $3,863,592   $15,812,842    $  (679,053)    $19,455,429
                                         ========   ==========   ===========    ===========     ===========
BALANCE, JANUARY 1, 2006                 $458,048   $4,163,592   $15,658,134    $(1,271,733)    $19,008,041
                                                                                                -----------
Comprehensive income:
   Net income for nine months
      ended September 30, 2006                 --           --     1,887,579             --       1,887,579
   Change in unrealized gains (losses)
      on securities available for
      sale (net of tax of $14,972)             --           --            --         24,427          24,427
                                                                                                -----------
Total Comprehensive Income                                                                        1,912,006
                                                                                                -----------
Cash dividends ($.45 per share)                --           --      (206,121)            --        (206,121)
                                         --------   ----------   -----------    -----------     -----------
BALANCE, SEPTEMBER 30, 2006              $458,048   $4,163,592   $17,339,592    $(1,247,306)    $20,713,926
                                         ========   ==========   ===========    ===========     ===========
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.


                                        5
<PAGE>

                   CNB FINANCIAL SERVICES, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          NINE MONTHS ENDED
                                                                            SEPTEMBER 30,
                                                                     ---------------------------
                                                                         2006           2005
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                           $  1,887,579   $  1,833,078
Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization                                          543,420        621,840
   Provision for loan losses                                              231,000        280,000
   Deferred income taxes                                                  (92,478)       (52,619)
   Net (gain) loss on sale of securities                                   40,741         (2,374)
   Net loss on disposal of premises and equipment                          19,756             --
   (Increase) in accrued interest receivable                             (112,749)       (51,239)
   (Increase) decrease in other assets                                    (37,831)       500,202
   Gain on sale of CNB Insurance Services, Inc                           (143,913)            --
   Increase in accrued interest payable                                   324,305         32,117
   (Increase) in cash surrender value on life insurance in excess
      of premiums paid                                                    (53,897)       (50,940)
   Increase in accrued expenses and other liabilities                      87,474         99,678
   Amortization of deferred loan (fees) cost                               48,329         38,441
   Amortization (accretion) of premium and discount on investments         16,032         49,959
                                                                     ------------   ------------
      NET CASH PROVIDED BY OPERATING ACTIVITIES                      $  2,757,768   $  3,298,143
                                                                     ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Net (increase) in loans                                           $(17,628,153)  $(22,444,273)
   Proceeds from sales of securities                                    3,133,464     34,548,940
   Proceeds from maturities, repayments and calls of securities         1,662,261      2,304,079
   Purchases of securities                                             (8,096,914)   (27,248,117)
   Purchases of Federal Home Loan Bank stock                           (5,662,000)    (4,811,500)
   Purchases of Federal Reserve Bank stock                                     --         (9,000)
   Redemptions of Federal Home Loan Bank stock                          5,183,400      4,603,200
   Purchases of premises and equipment                                   (191,651)      (994,858)
   Proceeds from sale of CNB Insurance Services Inc                       153,332             --
   Net (increase) decrease in federal funds sold                           (8,000)        85,000
   Premiums paid on life insurance                                        (58,822)       (58,822)
                                                                     ------------   ------------
      NET CASH (USED IN) INVESTING ACTIVITIES                        $(21,513,083)  $(14,025,351)
                                                                     ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in demand and savings deposits            $ (5,980,954)  $ 17,350,992
   Net increase (decrease) in time deposits                            15,166,310     (1,394,149)
   Net increase in securities sold under repurchase agreement                  --          7,655
   Net increase (decrease) in FHLB borrowings                           7,320,000     (5,100,000)
   Cash dividends paid                                                   (206,121)      (192,380)
                                                                     ------------   ------------
      NET CASH PROVIDED BY FINANCING ACTIVITIES                      $ 16,299,235   $ 10,672,118
                                                                     ------------   ------------
      NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           $ (2,456,080)  $    (55,090)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                         10,085,252     10,047,939
                                                                     ------------   ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $  7,629,172   $  9,992,849
                                                                     ============   ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the period:
         Interest                                                    $  4,145,769   $  2,668,317
         Income taxes                                                $  1,051,000   $    966,500
</TABLE>

The Notes to Consolidated Financial Statements are an integral part of these
statements.


                                        6

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 1. Basis of Presentation and Contingencies

          In the opinion of CNB Financial Services, Inc. ("CNB" or the
     "Company"), the accompanying unaudited consolidated financial statements
     contain all adjustments (consisting of only normal recurring accruals)
     necessary for a fair presentation of CNB financial condition as of
     September 30, 2006 and the results of operations for the three and nine
     months ended September 30, 2006 and 2005, changes in shareholders' equity
     and cash flows for the nine months ended September 30, 2006 and 2005.

          The accompanying unaudited financial statements have been prepared in
     accordance with the instructions for Form 10-Q. These financial statements
     should be read in conjunction with the audited consolidated financial
     statements and the notes included in CNB's Annual Report for the year ended
     December 31, 2005.

          In the ordinary course of business, the company and its subsidiary are
     involved in various legal proceedings. In the opinion of the management of
     CNB, there are no proceedings pending to which CNB is a party or to which
     its property is subject, which, if determined adversely to CNB, would be
     material in relation to CNB's financial condition. There are no proceedings
     pending other than ordinary routine litigation incident to the business of
     CNB. In addition, no material proceedings are pending or are known to be
     threatened or contemplated against CNB by government authorities.


                                        7

<PAGE>

Note 2. Securities

          The amortized cost and estimated market value of debt securities at
     September 30, 2006 and December 31, 2005 by contractual maturity are shown
     below. Expected maturities will differ from contractual maturities because
     borrowers may have the right to call or prepay obligations with or without
     call or prepayment penalties.

          Securities are summarized as follows:

<TABLE>
<CAPTION>
                                                        SEPTEMBER 30, 2006                    WEIGHTED
                                       ---------------------------------------------------     AVERAGE
                                                        GROSS        GROSS      ESTIMATED       TAX
                                        AMORTIZED    UNREALIZED   UNREALIZED       FAIR      EQUIVALENT
                                           COST         GAINS       LOSSES        VALUE         YIELD
                                       -----------   ----------   ----------   -----------   ----------
<S>                                    <C>           <C>          <C>          <C>           <C>
Available for sale:
   U.S. Government agencies
      and corporations
      Within one year                  $   509,777     $    --    $       34   $   509,743      5.20%
      After 1 but within 5 years        27,067,541      11,528       702,784    26,376,285      4.29
      After 5 but within 10 years       10,005,572      24,396       106,677     9,923,291      5.15
                                       -----------     -------    ----------   -----------
                                       $37,582,890     $35,924    $  809,495   $36,809,319      4.53%
                                       -----------     -------    ----------   -----------
   States and political subdivisions
      Within one year                  $   609,888     $    --    $    4,959   $   604,929      2.84%
      After 1 but within 5 years         2,102,862       3,115        44,984     2,060,993      3.18
      After 5 but within 10 years        9,328,775      13,454       197,777     9,144,452      3.52
                                       -----------     -------    ----------   -----------
                                       $12,041,525     $16,569    $  247,720   $11,810,374      3.43%
                                       -----------     -------    ----------   -----------
   Mortgage backed securities          $10,033,251     $23,491    $  198,404   $ 9,858,338      5.03%
                                       -----------     -------    ----------   -----------
Total securities available for sale    $59,657,666     $75,984    $1,255,619   $58,478,031      4.37%
                                       ===========     =======    ==========   ===========
Restricted:
   Federal Reserve Bank stock          $   138,650     $    --    $       --   $   138,650      6.00%
   Federal Home Loan Bank stock          2,148,500          --            --     2,148,500      5.25
                                       -----------     -------    ----------   -----------
Total restricted investments           $ 2,287,150     $    --    $       --   $ 2,287,150      5.30%
                                       ===========     =======    ==========   ===========
</TABLE>


                                        8

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 2. Securities (continued)

<TABLE>
<CAPTION>
                                                        DECEMBER 31, 2005                     WEIGHTED
                                       ---------------------------------------------------     AVERAGE
                                                        GROSS        GROSS      ESTIMATED       TAX
                                        AMORTIZED    UNREALIZED   UNREALIZED       FAIR      EQUIVALENT
                                           COST         GAINS       LOSSES        VALUE         YIELD
                                       -----------   ----------   ----------   -----------   ----------
<S>                                    <C>           <C>          <C>          <C>           <C>
Available for sale:
   U.S. Government agencies
      and corporations
      After 1 but within 5 years       $16,826,758     $  225     $  485,392   $16,341,591     4.10%
      After 5 but within 10 years       18,217,740         --        324,090    17,893,650     4.77
                                       -----------     ------     ----------   -----------
                                       $35,044,498     $  225     $  809,482   $34,235,241     4.45%
                                       -----------     ------     ----------   -----------
   States and political subdivisions
      After 1 but within 5 years       $ 2,641,897     $1,376     $   52,169   $ 2,591,104     3.04%
      After 5 but within 10 years        9,980,628      4,224        160,963     9,823,889     3.51
                                       -----------     ------     ----------   -----------
                                       $12,622,525     $5,600     $  213,132   $12,414,993     3.41%
                                       -----------     ------     ----------   -----------
   Mortgage backed securities          $ 8,746,228     $   --     $  202,246   $ 8,543,982     4.72%
                                       -----------     ------     ----------   -----------
Total securities available for sale    $56,413,251     $5,825     $1,224,860   $55,194,216     4.26%
                                       ===========     ======     ==========   ===========
Restricted:
   Federal Reserve Bank stock          $   138,650     $   --     $       --   $   138,650     6.00%
   Federal Home Loan Bank stock          1,669,900         --             --     1,669,900     3.00
                                       -----------     ------     ----------   -----------
Total restricted investments           $ 1,808,550     $   --     $       --   $ 1,808,550     3.23%
                                       ===========     ======     ==========   ===========
</TABLE>

          The fair value of securities pledged to secure public deposits and for
     other purposes as required or permitted by law totaled $40,550,856 at
     September 30, 2006 and $40,610,746 at December 31, 2005.

          Proceeds from sales of securities available for sale (excluding
     maturities and calls) during the nine months ended September 30, 2006 and
     the year ended December 31, 2005 were $3,133,464 and $37,026,097,
     respectively. Gross gains (losses) of $437 and $(41,178) during the nine
     months ended September 30, 2006 on respective sales and calls of securities
     and $145,013 and $(161,178) for the year ended December 31, 2005 were
     realized on the respective sales.


                                        9
<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 2. Securities (continued)

          The following tables show our investments' gross unrealized losses and
     fair value, aggregated by investment category and length of time that
     individual securities have been in a continuous unrealized loss position,
     at September 30, 2006 and December 31, 2005.

          Securities are summarized as follows:

<TABLE>
<CAPTION>
                                                                 SEPTEMBER 30, 2006
                                   ------------------------------------------------------------------------------
                                      LESS THAN 12 MONTHS         12 MONTHS OR MORE                TOTAL
                                   ------------------------   ------------------------   ------------------------
                                       FAIR      UNREALIZED       FAIR      UNREALIZED       FAIR      UNREALIZED
DESCRIPTION OF SECURITIES             VALUE        LOSSES        VALUE        LOSSES        VALUE        LOSSES
-------------------------          -----------   ----------   -----------   ----------   -----------   ----------
<S>                                <C>           <C>          <C>           <C>          <C>           <C>
U.S. government agencies
   and corporations                $ 8,044,134     $20,509    $28,765,184   $  788,986   $36,809,318   $  809,495
State and political subdivisions     2,007,897      14,603      9,669,362      233,117    11,677,259      247,720
Mortgage backed securities           3,751,002       7,436      6,107,336      190,968     9,858,338      198,404
                                   -----------     -------    -----------   ----------   -----------   ----------
Total temporarily impaired
   securities                      $13,803,033     $42,548    $44,541,882   $1,213,071   $58,344,915   $1,255,619
                                   ===========     =======    ===========   ==========   ===========   ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31, 2005
                                   -----------------------------------------------------------------------------
                                     LESS THAN 12 MONTHS         12 MONTHS OR MORE                TOTAL
                                   -----------------------   ------------------------   ------------------------
                                      FAIR      UNREALIZED       FAIR      UNREALIZED       FAIR      UNREALIZED
DESCRIPTION OF SECURITIES             VALUE       LOSSES        VALUE        LOSSES        VALUE        LOSSES
-------------------------          ----------   ----------   -----------   ----------   -----------   ----------
<S>                                <C>          <C>          <C>           <C>          <C>           <C>
U.S. Government agencies
   and corporations                $3,935,019     $20,509    $28,765,185   $  788,986   $32,700,204   $  809,495
State and political subdivisions    1,361,709      14,603      9,669,362      233,117    11,031,071      247,720
Mortgage backed securities          1,352,083       7,436      6,107,336      190,968     7,459,419      198,404
                                   ----------     -------    -----------   ----------   -----------   ----------
Total temporarily impaired
   securities                      $6,648,811     $42,548    $44,541,883   $1,213,071   $51,190,694   $1,255,619
                                   ==========     =======    ===========   ==========   ===========   ==========
</TABLE>


                                       10

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 3. Loans and Leases Receivable

          Major classifications of loans at September 30, 2006 and December 31,
     2005, were as follows:

<TABLE>
<CAPTION>
                                 SEPTEMBER 30,   DECEMBER 31,
                                      2006           2005
                                 -------------   ------------
<S>                              <C>             <C>
Loans:
   Real estate                   $140,139,901    $125,722,303
   Commercial real estate          33,131,484      29,492,744
   Consumer                        16,153,369      16,801,986
   Commercial                       9,727,236       9,314,491
   Overdrafts                          78,913         356,329
                                 ------------    ------------
                                 $199,230,903    $181,687,853

Leases:                               127,989         144,869
                                 ------------    ------------
                                 $199,358,892    $181,832,722
Net deferred loan fees, costs,
   premiums and discounts             345,756         396,798
Allowance for loan losses          (2,148,434)     (2,022,130)
                                 ------------    ------------
                                 $197,556,214    $180,207,390
                                 ============    ============
</TABLE>

          An analysis of the allowance for possible loan losses is as follows:

<TABLE>
<CAPTION>
                               SEPTEMBER 30,
                          -----------------------   DECEMBER 31,
                             2006         2005          2005
                          ----------   ----------   ------------
<S>                       <C>          <C>          <C>
Balance, Beginning        $2,022,130   $1,807,449    $1,807,449
   Provision charged to
      operations             231,000      280,000       352,000
   Recoveries                107,708      139,738       168,413
   Loans charged off        (212,404)    (229,402)     (305,732)
                          ----------   ----------    ----------
Balance, Ending           $2,148,434   $1,997,785    $2,022,130
                          ==========   ==========    ==========
</TABLE>

          Loans are placed in nonaccrual status when, in the judgment of
     management, the probability of collection of interest is deemed to be
     insufficient to warrant further accrual. When interest accruals are
     discontinued, interest credited to income is reversed. Nonaccrual loans are
     restored to accrual status when all delinquent principal and interest
     becomes current or the loan is considered secured and in the process of
     collection. Certain loans that are determined to be sufficiently
     collateralized may continue to accrue interest after reaching 90 days past
     due. A summary of nonperforming loans is as follows:


                                       11

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 3. Loans and Leases Receivable (continued)

<TABLE>
<CAPTION>
                                     SEPTEMBER 30,
                                  -------------------   DECEMBER 31,
                                    2006       2005         2005
                                  --------   --------   ------------
<S>                               <C>        <C>        <C>
Nonaccrual loans                  $423,733   $298,385     $789,684
Loans past due 90 days or
   more still accruing interest         --         --           --
                                  --------   --------     --------
   Total                          $423,733   $298,385     $789,684
                                  ========   ========     ========
</TABLE>

Note 4. Time Deposits

          At September 30, 2006, the scheduled maturities of time deposits are
     as follows:

<TABLE>
<CAPTION>
                            TIME DEPOSITS       ALL TIME
                          $100,000 AND OVER     DEPOSITS
                          -----------------   ------------
<S>                       <C>                 <C>
Within 3 months              $ 1,180,953      $  5,120,385
3 months thru 6 months         1,879,624         4,844,370
6 months thru 12 months        6,329,320        17,855,807
Over 12 months                25,859,841        76,720,594
                             -----------      ------------
                             $35,249,738      $104,541,156
                             ===========      ============
</TABLE>

Note 5. Federal Home Loan Bank Borrowings

<TABLE>
<CAPTION>
                                        SEPTEMBER 30,
                                  ------------------------   DECEMBER 31,
                                      2006         2005          2005
                                  -----------   ----------   ------------
<S>                               <C>           <C>          <C>
Federal Home Loan Bank advances   $25,120,000   $3,500,000    $17,800,000
</TABLE>

          Citizens National Bank is a member of the Federal Home Loan Bank
     ("FHLB") of Pittsburgh and, as such, can take advantage of the FHLB program
     for overnight and term advances at published daily rates. Under the terms
     of a blanket collateral agreement, advances from the FHLB are
     collateralized by qualifying mortgages and US government agencies and
     mortgage-backed securities. In addition, all of the Bank's stock in the
     FHLB is pledged as collateral for such debt. Advances available under this
     agreement are limited by available and qualifying collateral and the amount
     of FHLB stock held by the borrower.

Note 6. Pension Plan

          Citizens National Bank has an obligation under a defined benefit plan
     covering all eligible employees. See Note 13 "Pension Plan" to our
     consolidated financial statements in our most recently filed Annual Report
     on Form 10-K for further information.


                                       12

<PAGE>

                          CNB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 6. Pension Plan (continued)

          The components of net periodic plan cost charged to operations are as
     follows:

<TABLE>
<CAPTION>
                                          SEPTEMBER 30,
                                      ---------------------
                                         2006        2005
                                      ---------   ---------
<S>                                   <C>         <C>
Service cost                          $ 174,294   $ 121,551
Interest cost                           186,354     167,167
Expected return on plan assets         (186,315)   (172,962)
Amortization of prior service costs       9,258       6,162
Recognized net actuarial loss            60,825      28,101
                                      ---------   ---------
   Net periodic plan cost             $ 244,416   $ 150,019
                                      =========   =========
</TABLE>

          Employer contributions paid during the nine month periods ending
     September 30, 2006 and 2005 were $242,787 and $175,491, respectively.

Note 7. Supplemental Retirement Plan

          On January 2, 2004, the Bank entered into a nonqualified supplemental
     retirement benefit agreement with the President which when fully vested
     would pay the President or his beneficiary an amount of $30,000 per year
     for 10 years beginning June 11, 2011, if he retires on or after May 29,
     2011. Termination of employment prior to that date other than by reasons of
     death or disability will result in a reduced benefit. The expense for the
     nine months ended September 30, 2006 and 2005 was $24,481, respectively.

Note 8. New Branch

          On December 15, 2003, the Bank purchased a parcel of land in Falling
     Waters, Berkeley County, West Virginia for $503,261 to construct a new
     branch facility. Construction on the new facility began August 2004 and was
     completed in April 2005.

Note 9. Supplemental Health Insurance Plan

          Effective January 1, 2005, the Bank changed its health insurance
     program to a high deductible plan and concurrently established health
     reimbursement accounts for each employee in the plan. The Bank has
     committed for 2006 to fund $750 for each participant. The expense incurred
     for the health reimbursement accounts for the nine months ended September
     30, 2006 and 2005 was $47,873 and $43,624, respectively.

Note 10. Discontinued Operations

          On April 27, 2006, CNB Insurance Services, Inc., a wholly-owned
     subsidiary of Citizens National Bank of Berkeley Springs, West Virginia,
     which is a wholly-owned subsidiary of CNB Financial Services, Inc., entered
     into an agreement with Maiden Financial Inc. Under the terms of the
     agreement, CNB Insurance Services, Inc. sold to Maiden Financial Inc.
     certain assets constituting CNB Insurance Services, Inc.'s insurance
     business for a purchase price of $153,332 on June 1, 2006 resulting in a
     gain on sale of $143,913.


                                       13
<PAGE>

          The following table summarizes the net results of the discontinued
     operations of CNB Insurance Services, Inc.:

<TABLE>
<CAPTION>
                                                Quarter ended   Quarter ended      Quarter ended      Nine months ended
                                               March 31, 2006   June 30, 2006   September 30, 2006   September 30, 2006
                                               --------------   -------------   ------------------   ------------------
<S>                                            <C>              <C>             <C>                  <C>
Net income (loss) from operations of CNB
   Insurance Services, Inc.                        $2,354         $(22,404)            $(58)              $(20,108)
Gain on sale of CNB Insurance Services, Inc.           --          143,913               --                143,913
                                                   ------         --------             ----               --------
Net Income before taxes                            $2,354         $121,509             $(58)              $123,805
Taxes                                                 902           42,595               --                 43,497
                                                   ------         --------             ----               --------
Net income                                         $1,452         $ 78,914             $(58)              $ 80,308
                                                   ======         ========             ====               ========
</TABLE>

          For the three and nine month periods ended September 30, 2005, CNB
     Insurance Services, Inc. had net income of $1,439 and $10,264 respectively,
     which was reported in continuing operations.


                                       14

<PAGE>

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

     GENERAL

          CNB Financial Services, Inc. ("CNB" or the "Company") was organized
     under the laws of West Virginia in March 2000 at the direction of the Board
     of Directors of Citizens National Bank (the "Bank") for the purpose of
     becoming a financial services holding company. The Company's primary
     function is to direct, plan and coordinate the business activities for the
     Bank and its subsidiary. We refer to the Company and its subsidiary as
     "CNB".

          On August 31, 2000, the Bank, via merger, became a wholly-owned
     subsidiary of the Company and the shareholders of the Bank became
     shareholders of the Company. Each Bank shareholder received two shares of
     the Company stock for each share of the Bank's common stock. The merger was
     accounted for as a pooling of interests.

          The Bank was organized on June 20, 1934, and has operated in Berkeley
     Springs in Morgan County, West Virginia, as a national banking association
     continuously until October 16, 2006 at which time the bank converted to a
     state charter. On May 19, 2006, the Board of Directors of CNB voted
     unanimously to convert to a state chartered bank. The application has been
     filed and accepted with the West Virginia Board of Banking and Financial
     Institutions to convert from a national charter to a state charter under
     the title of CNB Bank, Inc.

          The Bank is a full-service commercial bank conducting general banking
     and trust activities through six full-service offices and six automated
     teller machines located in Morgan and Berkeley Counties, West Virginia and
     Washington County, Maryland. The Bank purchased a parcel of land in Falling
     Waters, Berkeley County, West Virginia on December 15, 2003 for $503,261 to
     construct a new branch facility. Construction on the new branch facility
     began in August 2004 and was completed in April 2005. On April 27, 2005,
     the bank's sixth full service and ATM opened in Berkeley County, West
     Virginia.

          The Bank formed CNB Insurance Services, Inc., a wholly owned
     subsidiary, which was a property and casualty insurance agency selling
     primarily personal lines of insurance. On April 27, 2006, CNB Insurance
     Services, Inc. entered into an agreement with Maiden Financial, Inc. Under
     the terms of the agreement, which was completed on June 1, 2006, CNB
     Insurance Services, Inc. sold to Maiden Financial Inc. certain assets
     constituting CNB Insurance Services, Inc.'s insurance business for a
     purchase price of $153,332 resulting in a gain of $143,913.

          The following discussion and analysis presents the significant changes
     in financial condition and results of operations of CNB for the three and
     nine months ended September 30, 2006 and 2005. This discussion may include
     forward-looking statements based upon management's expectations. Actual
     results may differ. We have rounded amounts and percentages used in this
     discussion and have based all average balances on daily averages.

     CRITICAL ACCOUNTING POLICIES

          CNB has established various accounting policies which govern the
     application of accounting principles generally accepted in the United
     States of America in the preparation and presentation of CNB's consolidated
     financial statements. The significant accounting policies of CNB are
     described in "Item 1, Critical Accounting Policies" and Note 1: Summary of
     Significant Accounting Policies of the Consolidated Financial Statements on
     Form 10-K as of December 31, 2005, and along with the disclosures presented
     in other financial statement notes, provide information on how significant
     assets and liabilities are valued in the financial statements and how those
     values are determined. Certain accounting policies involve significant
     judgments, assumptions and estimates by management that have a material
     impact on the carrying value of certain assets and liabilities, which
     management considers to be critical accounting policies. The judgments,
     assumptions and estimates used by management are based on historical
     experience, knowledge of the accounts and other factors, which are believed
     to be reasonable under the circumstances. Because of the nature of the
     judgment and assumptions made by management, actual results could differ
     from these judgments and estimates, which could have a material impact on
     the carrying values of assets and liabilities and the results of operations
     of the Company.


                                       15

<PAGE>

          CNB views the determination of the allowance for loan losses as a
     critical accounting policy that requires the most significant judgments,
     assumptions and estimates used in the preparation of its consolidated
     financial statements. For a more detailed discussion on the allowance for
     loan losses, see Nonperforming Loans and Allowance For Loan Losses in the
     Management's Discussion and Analysis and Allowance for Loan Losses in Note
     1: Summary of Significant Accounting Policies and Note 5: Loans and Leases
     Receivable in the Notes to Consolidated Financial Statements in the Form
     10-K for December 31, 2005.

     EARNINGS SUMMARY

          Net income for the three months ended September 30, 2006 was $629,000
     or $1.37 per share compared to $705,000 or $1.54 per share for the same
     period in 2005. Annualized return on average assets and average equity were
     .9% and 12.8% respectively, for the three months ended September 30, 2006,
     compared with 1.1% and 14.6%, respectively, for the three months ended
     September 30, 2005.

          Net income for the nine months ended September 30, 2006 was $1.9
     million or $4.12 per share compared to $1.8 million or $4.00 per share for
     the same period in 2005. Annualized return on average assets and average
     equity were .9% and 12.9% respectively, for the nine months ended September
     30, 2006, compared with 1.0% and 13.1% respectively, for the nine months
     ended September 30, 2005.

          Earnings projections for the remainder of 2006 are expected to be
     consistent with 2005 earnings. Compared to previous years, we do not expect
     earnings to grow at the same rate due to the increased interest costs paid
     by the Bank on its growing deposit base and the slowing of the real estate
     market caused by the higher interest costs for consumers resulting in a
     lower net interest margin for the Bank.

     NET INTEREST INCOME

          Net interest income represents the primary component of CNB's
     earnings. It is the difference between interest and fee income related to
     earning assets and interest expense incurred to carry interest-bearing
     liabilities. Changes in the volume and mix of interest earning assets and
     interest bearing liabilities, as well as changing interest rates, impact
     net interest income. To manage these changes, their impact on net interest
     income and the risk associated with them, CNB utilizes an ongoing
     asset/liability management program. This program includes analysis of the
     difference between rate sensitive assets and rate sensitive liabilities,
     earnings sensitivity to rate changes, and source and use of funds. A
     discussion of net interest income and the factors impacting it is presented
     below.

          Net interest income for the three months ended September 30, 2006
     decreased by $23,000 or .9% over the same period in 2005. Interest income
     for the three months ended September 30, 2006 increased by $699,000 or
     20.2% compared to the same period in 2005, while interest expense increased
     by $722,000 or 71.9% during the three months ended September 30, 2006, as
     compared to the same period in the prior year.

          Net interest income for the nine months ended September 30, 2006
     increased by $159,000 or 2.2% over the same period in 2005. Interest income
     for the nine months ended September 30, 2006 increased by $1.9 million or
     19.7% compared to the same period in 2005, while interest expense increased
     by $1.8 million or 65.5% during the nine months ended September 30, 2006,
     as compared to the same period in the prior year.

          The slight decrease in net interest income for the three month period
     is attributable to a higher average balance of interest bearing liabilities
     including FHLB borrowings and an increase in the total interest expense
     paid on those interest bearing liabilities offset by an increase in average
     net interest earning assets and an increase in the rates earned thereon.
     The increase in net interest income for the nine month period is
     attributable to a higher level of average net interest earning assets
     during the period and an increase in the rates earned on those assets
     offset by an increase in average interest bearing liabilities and an
     increase in the rates paid on those liabilities. The Bank continues to
     experience an increase in the average balance of higher yielding loans. The
     increase in the rates earned on interest earning assets is due to the
     current rising rate environment. The Bank has continued to experience
     steady deposit growth. For the three month period, the average balance of
     interest bearing liabilities, including borrowings increased along with the
     total interest expense paid on those interest bearing liabilities, in all
     categories except for savings deposits and NOW accounts. For the nine month
     period, the average balance of interest bearing liabilities, including
     borrowings increased along with the total interest expense paid on those
     interest bearing liabilities, in all categories


                                       16

<PAGE>

     except for savings deposits. The Bank's higher loan demand and steady
     deposit growth has resulted in an increased loan to deposit ratio.

          During the third quarter of 2006 compared to the same period in 2005,
     average net interest earning assets increased $27.0 million or 11.7%
     whereas average net interest bearing liabilities increased $24.3 million or
     13.1%, of which $14.1 million or 7.6% was related directly to increased
     borrowings, resulting in decreased net interest income. CNB experienced a
     46 basis point decrease in the ratio of net interest income to average
     interest earning assets. The 113 basis point increase in rates paid on
     average interest bearing liabilities which is greatly impacted by the
     increased rate paid on borrowings offset by a 49 basis point increase in
     rates earned on average interest earning assets contributed to the decrease
     in the net interest margin.

          During the first nine months of 2006 compared to the same period in
     2005, average net interest earning assets increased $26.4 million or 11.9%
     and average net interest bearing liabilities increased $21.4 million or
     11.9% resulting in increased net interest income. CNB experienced a 34
     basis point decrease in the ratio of net interest income to average
     interest earning assets. The 96 basis point increase in rates paid on
     average interest bearing liabilities offset by a 44 basis point increase in
     rates earned on average interest earning assets contributed to the decrease
     in the net interest margin.

          See Table 1 and Table 2 -- Distribution of Assets, Liabilities, and
     Shareholders' Equity; Interest Rates and Interest Differential.

          The net interest margin is impacted by the change in the spread
     between yields on earning assets and rates paid on interest bearing
     liabilities.


                                       17
<PAGE>

     TABLE 1. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
                    INTEREST RATES AND INTEREST DIFFERENTIAL

<TABLE>
<CAPTION>
                                                      SEPTEMBER 30, 2006              SEPTEMBER 30, 2005
                                                -----------------------------   -----------------------------
                                                   QTR                             QTR
                                                 AVERAGE      QTR      YIELD/    AVERAGE      QTR      YIELD/
                                                 BALANCE   INTEREST   RATE(4)    BALANCE   INTEREST   RATE(4)
                                                --------   --------   -------   --------   --------   -------
                                                                  (IN THOUSANDS OF DOLLARS)
<S>                                             <C>        <C>        <C>       <C>        <C>        <C>
Interest earning assets:
   Federal funds sold                           $     24    $   --     5.15%    $    102    $    1     3.28%
   Securities:
      Taxable                                     47,866       583     4.87       42,367       457     4.31
      Tax-exempt (1)                              11,347        99     5.29       11,600        97     5.07
   Loans (net of unearned interest)(2)(5)(6)     197,777     3,403     6.88      175,974     2,823     6.42
                                                --------    ------     ----     --------    ------     ----
         Total interest earning assets (1)      $257,014    $4,085     6.36%    $230,043    $3,378     5.87%
                                                --------    ------     ----     --------    ------     ----
Nonearning assets:
   Cash and due from banks                      $  9,711                        $  9,719
   Bank premises and equipment, net                6,422                           6,639
   Other assets                                    5,618                           4,324
   Allowance for loan losses                      (2,160)                         (1,993)
                                                --------                        --------
         Total assets                           $276,605                        $248,732
                                                ========                        ========
Interest bearing liabilities:
   Savings deposits                             $ 30,689    $   39     0.51%    $ 32,497    $   41     0.50%
   Time deposits                                 101,321     1,016     4.01       87,919       615     2.80
   NOW accounts                                   42,300       307     2.90       43,875       230     2.10
   Money market accounts                          10,647        40     1.50       10,413        24     0.92
   Borrowings                                     24,449       324     5.30       10,380        94     3.62
                                                --------    ------     ----     --------    ------     ----
         Total interest bearing liabilities     $209,406    $1,726     3.30%    $185,084    $1,004     2.17%
                                                --------    ------     ----     --------    ------     ----
Noninterest bearing liabilities:
   Demand deposits                              $ 44,270                        $ 41,845
   Other liabilities                               3,259                           2,460
   Shareholders' equity                           19,670                          19,343
                                                --------                        --------
         Total liabilities and
            shareholders' equity                $276,605                        $248,732
                                                ========                        ========
                                                            ------                          ------
Net interest income (1)                                     $2,359                          $2,374
                                                            ======                          ======
Net interest spread (3)                                                3.06%                           3.70%
                                                                       ====                            ====
Net interest income to average
   interest earning assets (1)                                         3.67%                           4.13%
                                                                       ====                            ====
</TABLE>

(1)  Yields are expressed on a tax equivalent basis using a 34% tax rate.

(2)  For the purpose of these computations, nonaccruing loans are included in
     the amounts of average loans outstanding.

(3)  Net interest spread is the difference between the weighted average yield on
     interest-earning assets and the weighted average cost of interest-bearing
     liabilities.

(4)  Yields/Rates are expressed on an annualized basis.

(5)  Interest income on loans excludes fees of $68,000 in 2006 and $76,000 in
     2005.

(6)  Interest income on loans includes fees of $32,712 in 2006 and $17,675 in
     2005 from the Business Manager Program, student loans and lease
     receivables.


                                       18

<PAGE>

     TABLE 2. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
                    INTEREST RATES AND INTEREST DIFFERENTIAL

<TABLE>
<CAPTION>
                                                      SEPTEMBER 30, 2006              SEPTEMBER 30, 2005
                                                -----------------------------   -----------------------------
                                                   YTD                             YTD
                                                 AVERAGE      YTD      YIELD/    AVERAGE      YTD      YIELD/
                                                 BALANCE   INTEREST   RATE(4)    BALANCE   INTEREST   RATE(4)
                                                --------   --------   -------   --------   --------   -------
                                                                  (IN THOUSANDS OF DOLLARS)
<S>                                             <C>        <C>        <C>       <C>        <C>        <C>
Interest earning assets:
   Federal funds sold                           $     30    $     1    4.77%    $    146    $    2     2.79%
   Securities:
      Taxable                                     45,397      1,614    4.74       42,954     1,398     4.34
      Tax-exempt (1)                              11,313        293    5.23       12,347       314     5.14
   Loans (net of unearned interest)(2)(5)(6)     191,797      9,624    6.69      166,707     7,874     6.30
                                                --------    -------    ----     --------    ------     ----
         Total interest earning assets (1)      $248,537    $11,532    6.19%    $222,154    $9,588     5.75%
                                                --------    -------    ----     --------    ------     ----
Nonearning assets:
   Cash and due from banks                      $  9,658                        $  9,305
   Bank premises and equipment, net                6,496                           6,395
   Other assets                                    5,203                           4,254
   Allowance for loan losses                      (2,129)                         (1,933)
                                                --------                        --------
         Total assets                           $267,765                        $240,175
                                                ========                        ========
Interest bearing liabilities:
   Savings deposits                             $ 31,373    $   117    0.50%    $ 32,252    $  120     0.50%
   Time deposits                                  97,232      2,639    3.62       87,371     1,721     2.63
   NOW accounts                                   43,353        914    2.81       41,890       606     1.93
   Money market accounts                          10,520        107    1.36       10,203        67     0.88
   Borrowings                                     18,371        693    5.03        7,769       186     3.19
                                                --------    -------    ----     --------    ------     ----
         Total interest bearing liabilities     $200,849    $ 4,470    2.97%    $179,485    $2,700     2.01%
                                                --------    -------    ----     --------    ------     ----
Noninterest bearing liabilities:
   Demand deposits                              $ 44,263                        $ 39,641
   Other liabilities                               3,133                           2,323
   Shareholders' equity                           19,520                          18,726
                                                --------                        --------
         Total liabilities and
            shareholders' equity                $267,765                        $240,175
                                                ========                        ========
                                                            -------                         ------
Net interest income (1)                                     $ 7,062                         $6,888
                                                            =======                         ======
Net interest spread (3)                                                3.22%                           3.75%
                                                                       ====                            ====
Net interest income to average
   interest earning assets (1)                                         3.79%                           4.13%
                                                                       ====                            ====
</TABLE>

(1)  Yields are expressed on a tax equivalent basis using a 34% tax rate.

(2)  For the purpose of these computations, nonaccruing loans are included in
     the amounts of average loans outstanding.

(3)  Net interest spread is the difference between the weighted average yield on
     interest-earning assets and the weighted average cost of interest-bearing
     liabilities.

(4)  Yields/Rates are expressed on an annualized basis.

(5)  Interest income on loans excludes fees of $206,000 in 2006 and $221,000 in
     2005.

(6)  Interest income on loans includes fees of $75,962 in 2006 and $49,551 in
     2005 from the Business Manager Program, student loans and lease
     receivables.



                                       19
<PAGE>
PROVISION FOR LOAN LOSSES

     The amount charged to provision for loan losses is based on management's
evaluation of the loan portfolio. Management determines the adequacy of the
allowance for loan losses, based on past loan loss experience, current economic
conditions and composition of the loan portfolio. The allowance for loan losses
is the best estimate of management of the probable losses which have been
incurred as of a balance sheet date.

     The provision for loan losses is a charge to earnings which is made to
maintain the allowance for loan losses at a sufficient level. The provision for
loan losses for the three months ended September 30, 2006 and September 30, 2005
amounted to $44,500 and $72,000, respectively. The provision for loan losses for
the nine months ended September 30, 2006, and September 30, 2005, amounted to
$231,000 and $280,000, respectively. Although non performing loans have
increased from the same period in 2005, loan quality remains stable. Management
believes the allowance for loan losses is adequate and is not aware of any
information relating to the loan portfolio which it expects will materially
impact future operating results, liquidity or capital resources. In addition,
federal regulators may require an adjustment to the reserves as a result of
their examination of the bank. See "Nonperforming Assets and Allowance for Loan
Losses" for further discussion.

NONINTEREST INCOME

     Noninterest income for the three months ended September 30, 2006 decreased
$25,000 or 4.8% to $506,000 from $531,000 in the third quarter of 2006.
Noninterest income for the nine months ended September 30, 2006 decreased
$12,000 or .8% to $1.5 million. The decrease in noninterest income for the three
months ended September 30, 2006 is a direct result of reporting income for CNB
Insurance Services, Inc in discontinued operations for 2006 offset by increases
in debit card fees and trust fee income. The increase in noninterest income for
the nine months ended September 30, 2006 is attributable to an increase in
Bounce Protection fees, ATM and debit card fees and trust fee income offset by a
decrease in income from the title insurance company and the decrease in income
from discontinued operations of CNB Insurance Services, Inc. The decrease in
income from the title insurance company is a direct result of a decrease in the
number of policies written during the period. The increase in fees related to
the Bounce Protection, ATM and debit cards have a direct correlation to the
increased deposit base of the bank. Trust fees increased due to the assets under
management increasing 14% over the same period last year.

NONINTEREST EXPENSES

     Noninterest expenses for the three months ended September 30, 2006,
decreased $16,000 or 0.9% and for the nine months ended September 30, 2006,
increased $184,000 or 3.3%. The expenses related to the discontinued operations
of CNB Insurance Services, Inc have a positive impact on the noninterest
expenses for the three and nine month periods ending September 30, 2006. The
following details explain the increases to noninterest expenses. Salaries
increased due to normal merit increases and a full nine months expense of
salaries for the new Spring Mills branch employees in 2006. Additionally in late
January 2006, the Bank increased all hourly salaries to become more in line with
the area competition. Employee benefits increased due to an increase in pension
expense, an increase in health insurance costs and increased salaries. Although
the bank changed its health insurance program, effective January 1, 2005, to a
high deductible plan with reduced per employee premiums, the insurance expense
for the first nine months of 2006 showed an increase over the same period last
year due to the increased number of employees who were eligible and elected to
be in the plan.

     Concurrent with the creation of the high deductible insurance plan, the
Bank established a vested health contribution plan which enables the Bank to
contribute to health reimbursement accounts for each employee in the plan.
Occupancy expense increased due to the cost of needed building repairs at a few
of the branch buildings along with the added costs of depreciation and building
supplies for an additional branch facility in Spring Mills, West Virginia.
Furniture and equipment expense showed a decrease for the three and nine months
ended September 30, 2006 as compared to the same periods last year. This
decrease was due to a reduction in software amortization expense due to items
related to the computer conversion in 2003 being fully amortized in February
2006 offset by the additional depreciation for equipment and software purchased
for the new branch facility in Spring Mills and the increased cost and number of
maintenance contracts the bank carries on its equipment.


                                       20

<PAGE>

     The slight increase in other operating expenses for the three months ended
September 30, 2006, was due to increases in stationary, supplies and printing,
board fees and outside service fees. Stationary, supplies and printing increased
due to the printing expenses related to the bank's charter change from a
national bank to a state bank. Board fees payable to directors increased in
April 2006. Outside service fees appear higher in 2006 due to the reversal in
the third quarter of 2005 of expenses related to complying with Sarbanes-Oxley
Act of 2002 that were accrued during the first half of 2005. These increases
were offset by decreases in postage, data processing, master money expense,
teller shortages and miscellaneous NSF and other check losses. Postage decreased
due to the bank's implementation of a new postage system. Data processing
expense decreased due to fewer supplies ordered during the time frame. Master
money expense decreased due to the bank converting to a new system for
processing during the second quarter of 2006. Teller shortages decreased due to
the bank robbery in 2005. Miscellaneous NSF and other check losses decreased due
to the bank experienced a larger than normal volume of fraudulent checks in
2005.

     The decrease in other operating expenses for the nine months ended
September 30, 2006 was due to decreases in stationary, supplies and printing,
postage, data processing expense, master money expense, outside service fees,
teller shortages and miscellaneous NSF and other check losses offset by
increases in advertising expense, ATM expense, board fees and legal fees. During
the first quarter of 2006, the bank increased its newspaper and radio exposure
showcasing the Bank's deposit products. This exposure was significantly reduced
during the second and third quarters of 2006. The ATM expense increase was
during the first quarter and was a direct result of the one time conversion
costs for the new system. An additional factor contributing to the increase in
noninterest expenses was an increase to loss on sale of securities and a loss on
disposal of premises and equipment totaling $60,000.

INCOME TAXES

     The Bank's provision for income taxes increased $72,000 or 22.8% to
$386,000 for the three months ended September 30, 2006 and increased $38,000 or
4.2% to $941,000 for the nine months ended September 30, 2006. The effective tax
rates for the third quarter of 2006 and 2005 were 38.0% and 30.8%, respectively
and for the first nine months of 2006 and 2005 were 34.2% and 33.0%,
respectively. The Bank's income tax expense differs from the amount computed at
statutory rates primarily due to the tax-exempt earnings from certain investment
securities and certain non deductible expenses.

FINANCIAL CONDITION

     The Bank's total assets as of September 30, 2006 increased $18.6 million or
7.2% to $277.6 million from December 31, 2005 due primarily to a $17.3 million
increase in loans, $3.3 million increase in investment securities offset by a
$2.5 million decrease in cash and due from banks. The Bank's total liabilities
increased $16.9 million or 7.1% to $256.9 million from December 31, 2005 due to
a $9.2 million increase in deposits and a $7.3 million increase in borrowings.
Shareholders' equity increased $1.7 million to $20.7 million at September 30,
2006, due to net income of $1.9 million offset by the semi-annual cash dividend
of $206,000 and a $24,000 increase in accumulated other comprehensive income.
The $24,000 increase in accumulated other comprehensive income is a direct
result of the increase in market value of available for sale securities. The
components of accumulated other comprehensive income at September 30, 2006 and
December 31, 2005, were unrealized gains and losses on available for sale
securities, net of deferred income taxes and minimum pension liability
adjustment, net of deferred income taxes. The unrealized gains and losses are
primarily a function of available market interest rates relative to the yield
being generated on the available for sale portfolio. No earnings impact results
unless the securities are actually sold.

LOAN PORTFOLIO

     At September 30, 2006, total loans increased $17.3 million or 9.6% to
$197.6 million from $180.2 million at December 31, 2005. Lending officers
continue to be proactive in their calling effort in the bank's lending area. The
Bank's lending area continues to see price appreciation of real property
contributing to the increased mortgage loan outstandings. Interest rates have
steadied, mortgage rates have actually decreased and the population in the
Bank's lending area continues to increase all leading to the Bank's increase in
loan volume.



                                       21

<PAGE>
NONPERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES

     Nonperforming assets consist of nonaccrual loans, loans which are past due
90 days or more and still accruing interest, restructured loans and other real
estate owned. The following table summarized the Bank's nonperforming assets as
of the periods shown:

<TABLE>
<CAPTION>
                                           SEPTEMBER 30,
                                        -------------------   DECEMBER 31,
                                          2006       2005         2005
                                        --------   --------   ------------
<S>                                     <C>        <C>        <C>
Nonaccrual loans                        $423,733   $298,385     $789,684
Loans past due 90 days or more
   still accruing interest                    --         --           --
                                        --------   --------     --------
Total nonperforming loans               $423,733   $298,385     $789,684
                                        --------   --------     --------
Other real estate owned                 $     --   $     --     $     --
                                        --------   --------     --------
Total nonperforming assets              $423,733   $298,385     $789,684
                                        ========   ========     ========
Nonperforming loans/Total loans             0.21%      0.17%        0.44%
Nonperforming assets/Total assets           0.15%      0.12%        0.31%
Allowance for loan losses/Total loans       1.09%      1.13%        1.12%
</TABLE>

     As of September 30, 2006, the Bank has no loans which management considers
to be impaired. Management is aware of nine borrowers who have exhibited
weaknesses. Their loans have aggregate uninsured balances of $1.1 million. The
loans are collateralized and management anticipates any additional potential
loss would be minimal.

     The allowance for loan losses is the best estimate by management of the
probable losses which have been incurred as of a balance sheet date. Management
makes this determination quarterly by its analysis of overall loan quality,
changes in the mix and size of the loan portfolio, previous loss experience,
general economic conditions, information about specific borrowers and other
factors. The Bank's methodology for determining the allowance for loan losses
established both an allocated and an unallocated component. The allocated
portion of the allowance represents the results of analyses of individual loans
that the Bank monitors for potential credit problems and pools of loans within
the portfolio. Management bases the allocated portion of the allowance for loans
principally on current loan risk ratings, historical loan loss rates adjusted to
reflect current conditions, as well as analyses of other factors that may have
affected the collectibility of loans in the portfolio. The Bank analyzes all
commercial loans it is monitoring as potential credit problems to determine
whether those loans are impaired, with impairment measured by reference to the
borrowers' collateral values and cash flows.

     The unallocated portion of the allowance for loan losses represents the
results of analyses that measure probable losses inherent in the portfolio that
are not adequately captured in the allocated allowance analyses. These analyses
include consideration of unidentified losses inherent in the portfolio resulting
from changing underwriting criteria, changes in the types and mix of loans
originated, industry concentrations and evaluations, allowance levels relative
to selected overall credit criteria and other economic indicators used to
estimate probable incurred losses. At September 30, 2006, the allowance for loan
losses totaled $2.1 million compared to $2.0 million at December 31, 2005. The
allowance for loan losses as a percentage of loans was 1.1% as of September 30,
2006 and December 31, 2005.


                                       22

<PAGE>
     An analysis of the allowance for loan losses is summarized below:

<TABLE>
<CAPTION>
In thousands                 SEPTEMBER 30,            DECEMBER 31,
                                 2006                     2005
                        ----------------------   ----------------------
                                   PERCENT OF               PERCENT OF
                                 LOANS IN EACH            LOANS IN EACH
                                  CATEGORY TO              CATEGORY TO
                        AMOUNT    TOTAL LOANS    AMOUNT    TOTAL LOANS
                        ------   -------------   ------   -------------
<S>                     <C>      <C>             <C>      <C>
Commercial, financial
   and agriculture      $1,220        22%        $1,056         21%
Real estate -
   residential mortgage    520        70            528         69
Installment and other      224         8            303         10
Unallocated                184       N/A            135        N/A
                        ------       ---         ------        ---
   Total                $2,148       100%        $2,022        100%
                        ======       ===         ======        ===
</TABLE>

DEPOSITS

     The Bank's deposits increased $9.2 million or 4.2% during the nine months
ended September 30, 2006. During the first quarter, the Bank offered an
incentive program to all bank employees to generate deposits at all bank
locations. This incentive program generated $6.2 million in new deposits for the
Bank, of which approximately $4.0 million was in other time deposits and rate
sensitive jumbo certificates of deposit. Another factor contributing to the
increase in other time deposits and rate sensitive jumbo certificates of deposit
are the competitive rates the Bank was offering on its certificates of deposit
during the first nine months of 2006. In our Washington County, Maryland market
area, there have been a number of bank mergers and CNB is benefiting from these
mergers with the increased volume of new deposit accounts. The Bank's Washington
County Maryland branch has grown $5.0 million in deposits since December 31,
2005. Offsetting these increases is a decrease in the bank's interest-bearing
demand deposits which is a direct result of a $4.4 million decrease in two
public fund deposit relationships which operate in the bank's market area.

CAPITAL RESOURCES

     Shareholders' equity increased $1.7 million or 9.0% during the first nine
months of 2006 due to $1.9 million in net income offset by the semi-annual cash
dividend of $206,000 and a $24,000 increase in accumulated other comprehensive
income. The Bank is subject to regulations of the Office of the Comptroller of
the Currency that impose certain minimum regulatory capital requirements. Under
each measure, the Bank was substantially in excess of the minimum regulatory
requirements, and, by definition was "well capitalized" at September 30, 2006.
The following table summarizes, as of September 30, 2006, the Bank's capital
ratios.

<TABLE>
<CAPTION>
                           Components   Actual   Required
                           of Capital    Ratio     Ratio
                           ----------   ------   --------
<S>                        <C>          <C>      <C>
Tier 1 Capital               $21,389      7.8%     4.0%
Total Risk Based Capital     $23,449     14.2%     8.0%
</TABLE>

RECENTLY ISSUED ACCOUNTING STANDARDS

     On March 17, 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 156, "Accounting for Servicing
of Financial Assets." The new Standard, which is an amendment to FAS No. 140,
will simplify the accounting for servicing assets and liabilities, such as those
common with mortgage securitization activities.

     Specifically, the new Standard addresses the recognition and measurement of
separately recognized servicing assets and liabilities and provides an approach
to simplify efforts to obtain hedge-like (offset) accounting.

     The standard also:

          1.   Clarifies when an obligation to service financial assets should
               be separately recognized as a servicing asset or a servicing
               liability.


                                       23

<PAGE>

          2.   Requires that a separately recognized servicing asset or
               servicing liability be initially measured at fair value, if
               practicable.

          3.   Permits an entity with a separately recognized servicing asset or
               servicing liability to choose either of the following methods for
               subsequent measurement:

                    a.   Amortization Method

                    b.   Fair Value Method

     The new Standard is effective for all separately recognized servicing
assets and liabilities acquired or issued after the beginning of an entity's
fiscal year that begins after September 15, 2006, with early adoption permitted.
CNB is in the process of determining whether this new pronouncement will have a
material impact on their financial statements.

     In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement No. 157, "Fair Value Measurements", which defines fair value,
establishes a framework for measuring fair value under GAAP, and expands
disclosures about fair value measurements. SFAS No. 157 applies to other
accounting pronouncements that require or permit fair value measurements. The
new guidance is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and for interim periods within those fiscal
years. CNB is currently evaluating the potential impact, if any, of the adoption
of FASB Statement No. 157 on their consolidated financial position, results of
operations and cash flows.

     On September 29, 2006, the Financial Accounting Standards Board (FASB)
issued Statement No. 158, "Employers' Accounting for Defined Benefit Pension and
Other Postretirement Plans", which amends SFAS 87 and SFAS 106 to require
recognition of the overfunded or underfunded status of pension and other
postretirement benefit plans on the balance sheet. Under SFAS 158, gains and
losses, prior service costs and credits, and any remaining transition amounts
under SFAS 87 and SFAS 106 that have not yet been recognized through net
periodic benefit cost will be recognized in accumulated other comprehensive
income, net of tax effects, until they are amortized as a component of net
periodic cost. The measurement date -- the date at which the benefit obligation
and plan assets is measured -- is required to be the company's fiscal year end.
SFAS 158 is effective for publicly held companies for fiscal years ending after
December 15, 2006. CNB is currently evaluating the potential impact, if any, of
the adoption of FASB Statement 158 on their consolidated financial position,
results of operations and cash flows.

     In July 2006, the FASB issued FAS Interpretation No. 48 (FIN 48),
"Accounting for Uncertainty in Income Taxes." FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise's financial
statements in accordance with FAS 109, "Accounting for Income Taxes." FIN 48
prescribes a recognition threshold and measurement attributable for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosures and transitions. FIN 48 is effective for fiscal years
beginning after December 15, 2006. CNB will adopt FIN 48 for the year beginning
January 1, 2007 and is evaluating the impact on its financial statements.

     In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB 108 provides guidance on how prior year misstatements should be
taken into consideration when quantifying misstatements in current year
financial statements for purposes of determining whether the current year's
financial statements are materially misstated. SAB 108 is effective for fiscal
years ending on or after November 15, 2006. The adoption of SAB 108 is not
expected to have a material impact on CNB's financial statements.


                                       24

<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk is the exposure to economic loss that arises from changes in
the values of certain financial instruments. The types of market risk exposures
generally faced by banking entities include interest rate risk, bond market
price risk, foreign currency risk and commodity price risk. Due to the nature of
its operations, only bond market price risk and interest rate risk are
significant to the Bank.

     The objective of the Bank's liquidity management program is to ensure the
continuous availability of funds to meet the withdrawal demands of depositors
and the credit needs of borrowers. The basis of the Bank's liquidity comes from
the stability of its core deposits. Liquidity is also available through the
available for sale securities portfolio and short-term funds such as federal
funds sold which totaled $58.5 million, or 21.1% of total assets at September
30, 2006. In addition, liquidity may be generated through loan repayments and
over $7.5 million of available borrowing arrangements with correspondent banks.
At September 30, 2006, management considered the Bank's ability to satisfy its
anticipated liquidity needs over the next twelve months. Management believes
that the Bank is well positioned and has ample liquidity to satisfy these needs.
The Bank generated $2.8 million of cash from operations in the first nine months
of 2006, which compares to $3.3 million during the same time period in 2005.
Additional cash of $16.3 million was generated through net financing activities
through September 30, 2006, which compares to $10.7 million used in financing
activities for the first nine months of 2005. These proceeds, along with
proceeds from the sales and calls of investment securities, were used to fund
loans and purchase securities during each year. Net cash used in investing
activities totaled $21.5 million during the first nine months of 2006 compared
to $14.0 million during the same time period in 2005. Details on both the
sources and uses of cash are presented in the Consolidated Statements of Cash
Flows contained in the financial statements.

     The objective of the Bank's interest rate sensitivity management program,
also known as asset/liability management, is to maximize net interest income
while minimizing the risk of adverse effects from changing interest rates. This
is done by controlling the mix and maturities of interest sensitive assets and
liabilities. The Bank has established an asset/liability committee for this
purpose. Daily management of the Bank's sensitivity of earnings to changes in
interest rates within the Bank's policy guidelines are monitored by using a
combination of off-balance sheet and on-balance sheet financial instruments. The
Bank's Chief Executive Officer, Senior Lending Officer, Chief Financial Officer
and the Chief Operations Officer monitor day to day deposit flows, lending
requirements and the competitive environment. Rate changes occur within policy
guidelines if necessary to minimize adverse effects. Also, the Bank's policy is
intended to ensure the Bank measures a range of rate scenarios and patterns of
rate movements that are reasonably possible. The Bank measures the impact that
200 basis point changes in rates would have on earnings over the next twelve
months.

     In analyzing interest rate sensitivity for policy measurement, the Bank
compares its forecasted earnings in both a "high rate" and "low rate" scenario
to a base-line scenario. The Bank's base-line scenario is its estimated most
likely path for future short-term interest rates over the next 12 months. The
"high rate" and "low rate" scenarios assumes 100 and 200 basis point increases
or decreases in the prime rate from the beginning point of the base-line
scenario over the most current 12-month period. The Bank's policy limit for the
maximum negative impact on earnings resulting from "high rate" or "low rate"
scenarios is 10 percent. The policy measurement period is 12 months in length,
beginning with the first month of the forecast.

     The Bank's base-line scenario holds the prime rate constant at 8.25 percent
through September 2007. Based on the October 2006 outlook, if interest rates
increased or decreased by 200 basis points, the model indicates that net
interest income during the policy measurement period would be affected by less
than 10 percent, in both an increasing or decreasing interest rate scenario.

CONTRACTUAL OBLIGATIONS

     There were no other material changes outside the normal course of business
to the quantitative and qualitative disclosures about contractual obligations
previously reported on Form 10-K for the year ended December 31, 2005. See Item
7, "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Contractual Obligations" in the Form 10-K for December 31, 2005
for a detailed discussion.


                                       25

<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

     The Company's chief executive officer and chief financial officer, based on
their evaluation as of the end of the reporting period of this quarterly report
of the Company's disclosure controls and procedures (as defined in Rule 13 (a)
-- 14 (c) of the Securities Exchange Act of 1934), have concluded that the
Company's disclosure controls and procedures are adequate and effective for
purposes of Rule 13 (a) -- 14 (c) and timely, alerting them to material
information relating to the Company required to be included in the Company's
filings with the Securities and Exchange Commission under the Securities
Exchange Act of 1934.

     There have been no changes in the Company's internal controls over
financial reporting in the fiscal quarter ended September 30, 2006, that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.

     Presently, the Bank has delayed the documentation of internal controls as
part of the compliance with Section 404 of the Sarbanes-Oxley Act.


                                       26

<PAGE>

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

     There are no material legal proceedings to which CNB or its subsidiary is a
     part, or to which any of their property is subject. However, CNB is
     involved in various legal proceedings occurring in the ordinary course of
     business.

Item 6. Exhibits

     31.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
     of 2002

     31.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
     of 2002

     32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
     of 2002

     32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
     of 2002


                                       27

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      CNB Financial Services, Inc.
                                      (Registrant)


Date November 13, 2006                /s/ Thomas F. Rokisky, President/CEO
                                      ------------------------------------------


Date November 13, 2006                /s/ Rebecca S. Stotler, Vice President/CFO
                                      ------------------------------------------


                                       28