**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**









**FORM
      10-QSB**




**QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**




**For
      the Quarterly Period Ended September 30, 2005**


**Commission
      File Number 333-100460**









**CN
      BANCORP, INC.**


**(Exact
      name of small business issuer as specified in its charter)**




**Maryland**
            
            **52-1954386****(State
                or other Jurisdiction of**
              **Incorporation
                or Organization)**
            
            **(I.R.S.
                Employer**
              **Identification
                No.)**







**7401
      Ritchie Highway, Glen Burnie 21061**


**(Address
      of principal executive offices)**





**(410)
      760-7000**


**(Issuer’s
      telephone number, including area code)**








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




(1)  YES  _ X _ NO  __




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




At
      October 31, 2005, the issuer had 1,462,742 shares of Common Stock outstanding.




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




Transitional
      Small Business Disclosure Format




YES  __ NO  _ X _








1




**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements**





**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF FINANCIAL CONDITION**


**September
      30, 2005 (Unaudited) and December 31, 2004**




**(Unaudited)****September
                30,**
            
            **December
                31,****2005**
            
            **2004**ASSETSCash
                and due from banks
            
            $
            4,934,238
            
            $
            2,759,279Federal
                funds sold
            
            
            16,013,824
            
            
            7,109,536Cash
                and cash equivalents
            
            
            20,948,062
            
            
            9,868,815Interest
                bearing deposits
            
            
            2,876,709
            
            
            4,387,283Investment
                securities - available for sale
            
            
            24,253,958
            
            
            26,214,112Investment
                securities - held to maturity
            
            
            9,416,109
            
            
            10,359,122Other
                securities
            
            
            773,800
            
            
            737,900Loans
                receivable, net of allowance for loan losses of $854,000at
                September 30, 2005 and $800,000 at December 31, 2004
            
            
            86,258,000
            
            
            78,894,775Property,
                equipment and leasehold improvements, net
            
            
            3,970,092
            
            
            4,179,185Cash
                surrender value of life insurance
            
            
            2,575,362
            
            
            1,337,917Other
                assets
            
            
            1,164,232
            
            
            891,856Total
                Assets
            
            $
            152,236,324
            
            $
            136,870,965LIABILITIESDeposits
            
            $
            132,522,258
            
            $
            119,310,484Securities
                sold under agreements to repurchase
            
            
            1,060,752
            
            
            522,540Official
                checks
            
            
            1,089,882
            
            
            890,654Accounts
                payable and accrued expenses
            
            
            753,797
            
            
            452,432Total
                Liabilities
            
            
            135,426,689
            
            
            121,176,110STOCKHOLDERS’
                EQUITYPreferred
                stock - $.01 par value; authorized 5,000,000 shares.None
                issued or outstanding
            
            
            -
            
            
            -Common
                stock - $10 par value; authorized 5,000,000 shares.Issued
                and outstanding: 1,445,764 shares at September 30, 2005and
                1,384,565 at December 31, 2004
            
            
            14,457,637
            
            
            13,845,652Additional
                paid in capital
            
            
            943,743
            
            
            917,340Retained
                earnings
            
            
            1,635,919
            
            
            1,078,002Accumulated
                other comprehensive loss:Unrealized
                loss on securities available for sale
            
            
            (227,664
            )
            
            (146,139
            )Total
                Stockholders’ Equity
            
            
            16,809,635
            
            
            15,694,855Total
                Liabilities and Stockholders’ Equity
            
            $
            152,236,324
            
            $
            136,870,965




The
      accompanying notes are integral to these financial statements.


2


**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**For
      the Nine and Three Months ended September 30, 2005 and 2004
      (Unaudited)**


**Nine
                  Months Ended**
              
              **Three
                  Months Ended****September
                  30,**
              
              **September
                  30,****2005**
              
              **2004**
              
              **2005**
              
              **2004**Interest
                  income:Interest
                  and fees on loans
              
              $
              3,933,275
              
              $
              3,332,302
              
              $
              1,396,521
              
              $
              1,160,336Federal
                  funds sold
              
              
              281,999
              
              
              109,990
              
              
              133,988
              
              
              55,068Interest
                  bearing deposits
              
              
              68,228
              
              
              47,788
              
              
              22,109
              
              
              17,436Securities
              
              
              878,677
              
              
              661,140
              
              
              293,715
              
              
              226,4735,162,179
              
              
              4,151,220
              
              
              1,846,333
              
              
              1,459,313Interest
                  expense:Certificates
                  of deposit, $100,000 or more
              
              
              249,810
              
              
              212,864
              
              
              86,697
              
              
              80,777Other
                  deposits
              
              
              1,130,896
              
              
              628,288
              
              
              418,888
              
              
              237,786Repurchase
                  agreements
              
              
              10,081
              
              
              12,466
              
              
              2,114
              
              
              4,6591,390,787
              
              
              853,618
              
              
              507,669
              
              
              323,222Net
                  interest income
              
              
              3,771,392
              
              
              3,297,602
              
              
              1,338,634
              
              
              1,136,091Provision
                  for loan losses
              
              
              113,475
              
              
              118,339
              
              
              36,126
              
              
              41,005Net
                  interest income afterprovision
                  for loan losses
              
              
              3,657,917
              
              
              3,179,263
              
              
              1,302,508
              
              
              1,095,086Other
                  income:
                Fees
                  and service charges fromdepository
                  accounts
              
              
              677,377
              
              
              586,180
              
              
              260,345
              
              
              208,174Gain
                  (loss) on sales of securities
              
              
              -
              
              
              (306
              )
              
              -
              
              
              319Gain
                  on sale of loans
              
              
              35,437
              
              
              -
              
              
              -
              
              
              -Increase
                  in cash surrender value of lifeinsurance
              
              
              62,445
              
              
              33,678
              
              
              23,838
              
              
              11,343Other
                  income
              
              
              90,875
              
              
              76,906
              
              
              30,359
              
              
              29,387866,134
              
              
              696,458
              
              
              314,542
              
              
              249,223Operating
                  expenses:Compensation
                  and related expenses
              
              
              1,772,347
              
              
              1,720,214
              
              
              594,388
              
              
              593,259Occupancy
                  expense
              
              
              328,842
              
              
              303,308
              
              
              118,285
              
              
              107,785Depreciation
                  and amortization
              
              
              263,552
              
              
              308,681
              
              
              82,451
              
              
              103,582Consulting
                  expense
              
              
              67,425
              
              
              62,308
              
              
              17,091
              
              
              20,124Data
                  processes expense
              
              
              143,691
              
              
              141,066
              
              
              47,176
              
              
              47,008Director
                  fees
              
              
              73,250
              
              
              54,550
              
              
              25,100
              
              
              16,900Marketing
                  expense
              
              
              47,860
              
              
              99,350
              
              
              19,976
              
              
              24,206Equipment
                  maintenance costs
              
              
              88,812
              
              
              86,901
              
              
              29,598
              
              
              30,809Electronic
                  funds transfer fees
              
              
              76,250
              
              
              57,250
              
              
              24,000
              
              
              22,350Stationery
                  and office supplies
              
              
              66,320
              
              
              70,227
              
              
              22,813
              
              
              22,337Other
                  operating expenses
              
              
              423,480
              
              
              396,892
              
              
              142,253
              
              
              137,7563,351,829
              
              
              3,300,747
              
              
              1,123,131
              
              
              1,126,116Income
                  before income taxes
              
              
              1,172,222
              
              
              574,974
              
              
              493,919
              
              
              218,193Income
                  tax expense
              
              
              400,224
              
              
              187,883
              
              
              168,332
              
              
              72,606NET
                  INCOME
              
              $
              771,998
              
              $
              387,091
              
              $
              325,587
              
              $
              145,587Basic
                  earnings per share
              
              $
              .54
              
              $
              .29
              
              $
              .23
              
              $
              .11Diluted
                  earnings per share
              
              $
              .51
              
              $
              .26
              
              $
              .21
              
              $
              .10Dividends
                  declared
              
              $
              .15
              
              $
              .17
              
              $
              .05
              
              $
              .04
 The
        accompanying notes are integral to these financial statements.  3




**CN
      BANCORP, INC.**


**CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE INCOME**


**For
      the Nine and Three Months ended September 30, 2005 and 2004
      (Unaudited)**








**Nine
                Months Ended**
            
            **Three
                Months Ended****September
                30,**
            
            **September
                30,****2005**
            
            **2004**
            
            **2005**
            
            **2004**Net
                income
            
            $
            771,998
            
            $
            387,091
            
            $
            325,587
            
            $
            145,587Change
                in unrealized gains and(losses)
                on securities available for sale
            
            
            (149,426
            )
            
            (103,538
            )
            
            (110,246
            )
            
            259,930Tax
                effect
            
            
            67,901
            
            
            35,203
            
            
            42,566
            
            
            (88,364
            )Net
            
            
            (81,525
            )
            
            (68,335
            )
            
            (67,680
            )
            
            171,566Reclassification
                adjustment for (gains)losses
                included in net income
            
            
            -
            
            
            306
            
            
            -
            
            
            (319
            )Tax
                effect
            
            
            -
            
            
            (104
            )
            
            -
            
            
            96Net
            
            
            -
            
            
            202
            
            
            -
            
            
            (223
            )Other
                comprehensive income (loss)
            
            
            (81,525
            )
            
            (68,133
            )
            
            (67,680
            )
            
            171,343Total
                comprehensive income
            
            $
            690,473
            
            $
            318,958
            
            $
            257,907
            
            $
            316,930











The
      accompanying notes are integral to these financial statements.


4





**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY**


**For
      the Nine Months ended September 30, 2005 and 2004
      (Unaudited** )





**Common**
              **Stock**
            
            **Additional**
              **Paid
                in**
              **Capital**
            
            **Retained**
              **Earnings**
            
            **Accumulated**
              **Other**
              Comprehensive
              **Income
                (Loss)**
            
            **Total**December
                31, 2003
            
            $
            12,647,450
            
            $
            705,730
            
            $
            781,891
            
            $
            1,351
            
            $
            14,136,422Net
                income September 30, 2004
            
            
            
            
            
            
            
            
            387,091
            
            
            
            
            
            387,091Change
                in unrealized gains and losseson
                securities available for sale, net
            
            
            
            
            
            
            
            
            
            
            
            (68,133
            )
            
            (68,133
            )Proceeds
                from warrant exercises
            
            
            918,000
            
            
            183,600
            
            
            
            
            
            
            
            
            1,101,600Sale
                of common stock under theDividend
                Reinvestment and StockPurchase
                Plan (DRIP)
            
            
            34,473
            
            
            14,927
            
            
            
            
            
            
            
            
            49,400Sale
                of common stock under theEmployee
                Stock Purchase Plan
            
            
            5,800
            
            
            1,154
            
            
            
            
            
            
            
            
            6,954Dividends
                ($.17 per share)
            
            
            
            
            
            
            
            
            (230,774
            )
            
            
            
            
            (230,774
            )Balance
                at September 30, 2004
            
            $
            13,605,723
            
            $
            905,411
            
            $
            938,208
            
            $
            (66,782
            )
            $
            15,382,560December
                31, 2004
            
            $
            13,845,652
            
            $
            917,340
            
            $
            1,078,002
            
            $
            (146,139
            )
            $
            15,694,855Net
                income September 30, 2005
            
            
            
            
            
            
            
            
            771,998
            
            
            
            
            
            771,998Change
                in unrealized gains and losseson
                securities available for sale, net
            
            
            
            
            
            
            
            
            
            
            
            (81,525
            )
            
            (81,525
            )Sale
                of common stock under theDividend
                Reinvestment and StockPurchase
                Plan
            
            
            56,325
            
            
            26,403
            
            
            
            
            
            
            
            
            82,728Proceeds
                from warrant exercises
            
            
            555,660
            
            
            
            
            
            
            
            
            
            
            
            555,660Dividends
                ($.15 per share)
            
            
            
            
            
            
            
            
            (214,081
            )
            
            
            
            
            (214,081
            )Balance
                at September 30, 2005
            
            $
            14,457,637
            
            $
            943,743
            
            $
            1,635,919
            
            $
            (227,664
            )
            $
            16,809,635




The
      accompanying notes are integral to these financial statements.


5





**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**For
      the Nine Months ended September 30, 2005 and 2004**


**(Unaudited)**


**For
                the Nine Months Ended**
              **September
                30,****2005**
            
            
            
            **2004**CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income
            
            $
            771,998
            
            
            
            
            $
            387,091Adjustments
                to reconcile net income to net cashprovided
                by operations:Depreciation
                and amortization
            
            
            263,552
            
            
            
            
            
            308,681Loss
                on sales of securities
            
            
            -
            
            
            
            
            
            306Gain
                on sale of loans
            
            
            (35,437
            )
            
            
            
            
            -Deferred
                income taxes
            
            
            (104,287
            )
            
            
            
            
            (10,525
            )Provision
                for loan losses
            
            
            113,475
            
            
            
            
            
            118,339Decrease
                (increase) in other assets
            
            
            (100,188
            )
            
            
            
            
            19,410Increase
                in other liabilities
            
            
            284,460
            
            
            
            
            
            144,876Increase
                in cash surrender value of life insurance
            
            
            (62,445
            )
            
            
            
            
            (33,678
            )Amortization
                of premium/discount and other
            
            
            17,505
            
            
            
            
            
            30,754Net
                cash provided by operating activities
            
            
            1,148,633
            
            
            
            
            
            965,254CASH
                FLOWS FROM INVESTING ACTIVITIESNet
                increase in loans
            
            
            (9,241,263
            )
            
            
            
            
            (7,103,130
            )Redemption
                of (investment in) interest bearing deposits
            
            
            1,510,574
            
            
            
            
            
            (1,480,364
            )Purchase
                of securities - available for sale
            
            
            (3,966,092
            )
            
            
            
            
            (15,887,642
            )Purchase
                of securities - held to maturity
            
            
            -
            
            
            
            
            
            (248,148
            )Purchase
                of other securities
            
            
            (35,900
            )
            
            
            
            
            (125,600
            )Principal
                proceeds from redemption of securities
            
            
            6,702,328
            
            
            
            
            
            3,630,838Proceeds
                from sales of available for sale securities
            
            
            -
            
            
            
            
            
            5,990,625Proceeds
                from sales of loans
            
            
            1,800,000
            
            
            
            
            
            -Investment
                in life insurance
            
            
            (1,175,000
            )
            
            
            
            
            -Purchase
                of property, equipment and leaseholdimprovements
            
            
            (54,459
            )
            
            
            
            
            (518,620
            )Net
                cash used by investing activities
            
            
            (4,459,812
            )
            
            
            
            
            (15,742,041
            )CASH
                FLOWS FROM FINANCING ACTIVITIESNet
                increase in deposits including interest credited
            
            
            13,211,774
            
            
            
            
            
            23,745,528Net
                increase in securities sold under agreements to repurchase
            
            
            538,212
            
            
            
            
            
            1,561,776Sales
                of common stock under DRIP and ESPP
            
            
            82,728
            
            
            
            
            
            56,354Proceeds
                from stock warrant exercises
            
            
            555,660
            
            
            
            
            
            1,101,600Dividends
                paid
            
            
            (197,176
            )
            
            
            
            
            (214,293
            )Increase
                in official checks
            
            
            199,228
            
            
            
            
            
            341,704Net
                cash provided by financing activities
            
            
            14,390,426
            
            
            
            
            
            26,592,669NET
                INCREASE IN CASH
            
            
            11,079,247
            
            
            
            
            
            11,815,882Cash
                at beginning of period
            
            
            9,868,815
            
            
            
            
            
            10,945,679Cash
                at end of period
            
            $
            20,948,062
            
            
            
            
            $
            22,761,561SUPPLEMENTAL
                CASH FLOW INFORMATIONInterest
                paid
            
            $
            1,386,574
            
            
            
            
            $
            848,801Income
                taxes paid
            
            $
            419,154
            
            
            
            
            $
            186,300




The
      accompanying notes are integral to these financial statements.  6





**CN
      BANCORP, INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**


Note
      A -
      Basis of Presentation





The
      accompanying unaudited consolidated financial statements of CN Bancorp, Inc.
      (the Company) have been prepared in accordance with accounting principles
      generally accepted in the United States of America for interim financial
      information and with the instructions to Form 10-QSB. Accordingly, they do
      not
      include all the information and footnotes required for complete financial
      statements. In the opinion of management, all adjustments and reclassifications
      that are normal and recurring in nature and are considered necessary for fair
      presentation have been included. Operating results for the nine month period
      ended September 30, 2005 are not necessarily indicative of the results that
      may
      be expected for the year ending December 31, 2005. These unaudited consolidated
      financial statements should be read in conjunction with the audited consolidated
      financial statements and footnotes for the year ended December 31,
      2004.





The
      unaudited consolidated financial statements include the accounts of the Company
      and its wholly-owned subsidiary, County National Bank. All intercompany accounts
      and transactions have been eliminated in the accompanying unaudited consolidated
      financial statements.





Certain
      prior year amounts have been reclassified to conform to the current year’s
      method of presentation.





Note
      B -
      Business





The
      Company was incorporated in January 1996 under the laws of the State of Maryland
      to serve as a bank holding company and formed County National Bank (the Bank)
      as
      a wholly owned subsidiary. The Company is registered as a bank holding company
      and the Bank is chartered as a national bank. The Bank opened on December 19,
      1996. The Company (as a bank holding company) and the Bank (as a nationally
      chartered bank) are subject to government supervision, regulations and
      control.





The
      Bank’s primary business activity is the solicitation and acceptance of deposits
      from within its market area and the use of such funds in loans and investments.
      The Bank is subject to competition from other financial institutions and
      financial service companies.





Note
      C -
      Cash and Cash Equivalents





Cash
      and
      cash equivalents in the statement of cash flows include cash on hand,
      non-interest bearing amounts due from correspondent banks and the Federal
      Reserve and Federal funds sold.





Note
      D -
      Regulatory Capital Requirements





The
      Bank
      meets the three regulatory capital requirements to be a “well capitalized” bank,
      as defined, at December 31, 2004 and September 30, 2005.





Note
      E -
      Earnings Per Share





Basic
      earnings per share are computed by dividing net income by the weighted average
      shares of common stock outstanding during the period. Diluted earnings per
      share
      are calculated by including the average dilutive common stock equivalents
      outstanding during the period. Dilutive common stock equivalents shares consist
      of warrants (stock options were anti-dilutive and therefore not considered),
      calculated using the treasury stock method.




**Nine
                Months**
              **Ended
                September 30:**
            
            **Three
                Months**
              **Ended
                September 30:****2005**
            
            **2004**
            
            **2005**
            
            **2004**Weighted
                average shares outstanding
            1,421,485
            
            1,356,179
            
            1,445,666
            
            1,359,449Common
                stock equivalents
            96,245
            
            108,238
            
            87,686
            
            108,948Average
                common shares and equivalents
            1,517,730
            
            1,464,417
            
            1,533,352
            
            1,468,397Net
                income
            $771,998
            
            $387,091
            
            $325,587
            
            $145,587Basic
                earnings per share
            $.54
            
            $.29
            
            $.23
            
            $.11Diluted
                earnings per share
            $.51
            
            $.26
            
            $.21
            
            $.10





7





Note
      F -
      Stock Purchase and Option Plans





Under
      the
      Company’s Employee Stock Purchase Plan (ESPP), the Company is authorized to
      issue up to 50,000 shares of common stock. Under the ESPP, the Company may
      award
      options to employees to purchase common stock at a purchase price for the shares
      of the lower of 85% of fair market value of the common stock on the date of
      the
      option grant or on the exercise date of the option. In 2004, 2,685 shares were
      purchased by employees under the ESPP; none in 2005. There are no outstanding
      options to purchase common shares at September 30, 2005 under the
      ESPP.





Under
      the
      Company’s Directors Stock Purchase Plan (DSPP), the Company is authorized to
      issue up to 50,000 shares of common stock. Under the DSPP, the Company may
      award
      options to directors to purchase common stock at fair market value as of the
      date of the option grant. No shares were purchased during 2004 or 2005 under
      the
      DSPP and there are no outstanding options to purchase common shares at September
      30, 2005.





Under
      the
      Company’s Stock Option Plan (SOP), the Company is authorized to issue up to
      200,000 shares of common stock for use under the SOP. Under the SOP, the Company
      may award options to designated officers and employees to purchase common stock
      at the minimum purchase price of fair market value of the common stock on the
      date of the option grant. The options have a maximum term of ten years. The
      Board of Directors determines the vesting, term and purchase price for each
      option granted within the parameters of the SOP. On December 7, 2004, the
      Company granted immediately vested options to purchase 51,000 shares of its
      common stock to certain officers and employees under the SOP at the fair value
      of the stock on the date of grant for a period of ten years. The exercise price
      for all of the options is $14.20 per share and the options expire on December
      7,
      2014. During the third quarter of 2005, 1,500 of the options expired upon
      terminations of employment without exercise of the options within the prescribed
      period. At September 30, 2005, 49,500 of these options are outstanding. No
      additional options have been granted in 2005.





The
      Company has adopted the disclosure-only provisions of SFAS No.123 “Accounting
      for Stock-Based Compensation” and SFAS No. 148 “Accounting for Stock-Based
      Compensation - Transition and Disclosure”, but applies Accounting Principal
      Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees” and
      related interpretations in accounting for its Plans. No compensation expense
      related to the Plans was recorded in 2005 or 2004. If the Company had elected
      to
      recognize compensation cost based on fair value at the grant acceptance dates
      for the option awards under the Plans consistent with the method prescribed
      by
      SFAS No. 123, net income and earnings per share would have changed to the pro
      forma amounts as set forth below:





Nine
                Months Ended
            
            
            
            Three
                Months EndedSeptember
                30,
            
            
            
            September
                30,2005
            
            2004
            
            2005
            
            2004Net
                income, as reported
            $771,998
            
            $387,091
            
            $325,587
            
            $145,587Less
                pro forma stock- based compensationexpenses
                determined under fair valuemethod,
                net of related taxes
            -
            
            5,431
            
            -
            
            5,431Pro
                forma net income
            $771,998
            
            $381,660
            
            $325,587
            
            $140,156Net
                income per share:Basic
                - as reported
            $.54
            
            $.29
            
            $.23
            
            $.11Basic
                - pro forma
            $.54
            
            $.28
            
            $.23
            
            $.10Diluted
                - as reported
            $.51
            
            $.26
            
            $.21
            
            $.10Diluted
                - pro forma
            $.51
            
            $.26
            
            $.21
            
            $.10








Note
      G.
      Mortgage Servicing Rights





In
      the
      first quarter of 2005, the Company sold a mortgage loan while retaining
      servicing rights thereto. The Company has developed appropriate policies and
      procedures in order to comply with FASB 140 for deferred mortgage servicing
      rights. Among the factors that the Company considers in evaluating impairment
      on
      a periodic basis include the original contract term of the underlying mortgage,
      the contractual interest rate, the remaining term of the mortgage, current
      interest rates and management's original and current assumptions as to the
      anticipated life of the mortgage.





8


Note
      H.
      Recent Accounting Pronouncements





In
      December 2004, the Financial Accounting Standards Board (FASB) issued Statement
      No. 123(R), "Share-Based Payment." Statement No. 123(R) revised Statement No.
      123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No.
      25, “Accounting for Stock Issued to Employees,” and its related implementation
      guidance. Statement No. 123(R) will require compensation cost related to
      share-based payment transactions to be recognized in the financial statements
      (with limited exceptions). The amount of compensation cost will be measured
      based on the grant-date fair value of the equity or liability instruments
      issued. Compensation cost will be recognized over the period that an employee
      provides service in exchange for the award. This statement is effective, and
      the
      Company intends to adopt the standard, as of the beginning in the first quarter
      of 2006 as the Company is a public “small business issuer” Company. This
      statement will require the recording of compensation costs for stock purchase
      options awarded, if any, under ESPP, DSPP and SOP plans. The Company is not
      required to award options under any of these plans.





In
      January 2003, the FASB’s Emerging Issues Task Force (EITF) issued EITF Issue No.
      03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to
      Certain Investors” ** (“EITF
      03-1”), and in March 2004, the EITF issued an update. EITF 03-1 addresses the
      meaning of other-than-temporary impairment and its application to certain debt
      and equity securities. EITF 03-1 aids in the determination of impairment of
      an
      investment and gives guidance as to the measurement of impairment loss and
      the
      recognition and disclosures of other-than-temporary investments. EITF 03-1
      also
      provides a model to determine other-than-temporary impairment using
      evidence-based judgment about the recovery of the fair value up to the cost
      of
      the investment by considering the severity and duration of the impairment in
      relation to the forecasted recovery of the fair value. In July 2005, FASB
      adopted the recommendation of its staff to nullify key parts of EITF 03-1.
      The
      staff’s recommendations were to nullify the guidance on the determination of
      whether an investment is impaired as set forth in paragraphs 10-18 of Issue
      03-1
      and not to provide additional guidance on the meaning of other-than-temporary
      impairment. Instead, the staff recommends entities recognize
      other-than-temporary impairments by applying existing accounting literature
      such
      as paragraph 16 of SFAS 115.








**Item
      2. Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**





The
      following discussion and analysis of the financial condition and results of
      operations of CN Bancorp, Inc. (the Company) should be read in conjunction
      with
      CN Bancorp, Inc.’s audited consolidated financial statements, including the
      related footnotes.





**Overview**





The
      Company continued a pattern of growth during the nine month period ended
      September 30, 2005. This growth has resulted in improved operating results
      as
      compared to prior periods. Key measurements and events for the nine month period
      ended September 30, 2005 include the following:





·
            Total
                assets at September 30, 2005 increased by 11.2% to $152 million as
                compared to $137 million as of December 31, 2004.





·
            Net
                loans outstanding increased by 9.3% from $79 million as of December
                31,
                2004 to $86 million as of September 30,
                2005.





·
            Deposits
                at September 30, 2005 were $133 million, an increase of $13 million
                or
                11.1% from December 31, 2004.





·
            The
                Company’s net income increased to $771,998, or 99.4%, for the nine month
                period ended September 30, 2005 as compared to net income of $387,091
                for
                the nine month period ended September 30,
                2004.





·
            Net
                interest income, the Company’s main source of income, was $3.8 million
                during the nine month period ended September 30, 2005 compared to
                $3.3
                million for the same period in 2004. This represents an increase
                of 14.4%
                for the nine months ended September 30, 2005 as compared to the same
                period in 2004.





9


·
            Non-interest
                income increased by $169,676 or 24.4%, for the nine month period
                ended
                September 30, 2005, as compared to the nine month period ended September
                30, 2004.





·
            Non-interest
                expenses increased by $51,082 or 1.6%, for the nine month period
                ended
                September 30, 2005, as compared to the same period in 2004.





A
      detailed discussion of the factors leading to these changes can be found in
      the
      discussion below.





**CRITICAL
      ACCOUNTING POLICIES**





CN
      Bancorp, Inc.’s consolidated financial statements are prepared in accordance
      with accounting principles generally accepted in the United States and follow
      general practices within the industry in which it operates. Application of
      these
      principles requires management to make estimates, assumptions and judgments
      that
      affect the amounts reported in the financial statements and accompanying notes.
      These estimates, assumptions and judgments are based on information available
      as
      of the date of the financial statements; accordingly, as this information
      changes, the financial statements could reflect different estimates, assumptions
      and judgments. Certain policies inherently have a greater reliance on the use
      of
      estimates, assumptions and judgments and as such have a greater possibility
      of
      producing results that could be materially different than originally reported.
      Estimates, assumptions and judgments are necessary when assets and liabilities
      are required to be recorded at fair value, when a decline in the value of an
      asset not carried on the financial statements at fair value warrants an
      impairment write-down or valuation reserve to be established, or when an asset
      or liability needs to be recorded contingent upon a future event. Carrying
      assets and liabilities at fair value inherently results in more financial
      statement volatility. The fair values and the information used to record
      valuation adjustments for certain assets and liabilities are based either on
      quoted market prices or are provided by other third-party sources, when
      available.





The
      most
      significant accounting policies followed by CN Bancorp, Inc. are presented
      in
      Note 1 to the annual audited consolidated financial statements. These policies,
      along with the disclosures presented in the other financial statement notes
      and
      in this discussion, provide information on how significant assets and
      liabilities are valued in the financial statements and how those values are
      determined. Based on the valuation techniques used and the sensitivity of
      financial statement amounts to the methods, assumptions and estimates underlying
      those amounts, management has identified the determination of the allowance
      for
      loan losses as the accounting area that requires the most subjective or complex
      judgments, and as such could be most subject to revision as new information
      becomes available.





CN
      Bancorp, Inc. believes it has developed appropriate policies and procedures
      for
      assessing the adequacy of the allowance for loan losses, recognizing that this
      process requires a number of assumptions and estimates with respect to its
      loan
      portfolio. CN Bancorp, Inc.’s assessments may be affected in future periods by
      changes in economic conditions, the impact of regulatory examinations and the
      discovery of information with respect to borrowers that is not known to
      management at the time of the issuance of the consolidated financial
      statements.





**FINANCIAL
      CONDITION**





Assets
      increased $15,365,359 (11.2%) to $152,236,324 at September 30, 2005 from
      $136,870,965 at December 31, 2004. Increases in loans, federal funds sold and
      the cash surrender value of life insurance comprised the majority of the
      increase in total assets. The increase in assets was funded primarily by the
      increase in liabilities of $14,250,579 (11.8%) during the first nine months
      of
      2005. The increase in liabilities was primarily attributable to the increase
      in
      deposits and repurchase agreements.




The
      loan
      portfolio comprises the majority of CN Bancorp, Inc.’s earning assets. Loans
      receivable (net of the allowance for loan losses, unearned fees and origination
      costs) increased by $7,363,225 (9.3%) to $86,258,000 at September 30, 2005
      from
      $78,894,775 at December 31, 2004. This increase was primarily attributable
      to
      the increase in commercial and residential real estate loans. Loans receivable,
      net, comprised 56.7% of total assets ($152,236,324) at September 30, 2005 and
      57.6% of total assets ($136,870,965) as of December 31, 2004.





The
      allowance for loan losses was $854,000 (0.98% of loans) at September 30, 2005
      and $800,000 (1.00% of loans) at December 31, 2004. At September 30, 2005,
      there
      are four non-accrual loans totaling $313,420: two commercial loans totaling
      $62,332, one home equity loan in the amount of $58,292 and one consumer loan
      secured by a boat in the amount of $192,796. Specific allowance for loan loss
      has been established in the amount of $9,587 for one of the commercial loans
      with a balance of $12,665 and a specific allowance has been established for
      the
      boat loan in the amount of $48,199. At December 31, 2004 non-accrual loans,
      totaled $51,027 most of which was a secured residential real estate loan (.04%
      of assets). At September 30, 2005, there were no loans past due ninety days
      and
      still accruing interest.





10


Loans
      receivable, net is comprised of the following:




**September
                30,**
            
            **December
                31,****2005**
            
            **2004**Real
                estate -construction
            $6,518,188
            
            $5,997,847Residential
                real estate
            26,857,009
            
            21,646,113Commercial
                real estate
            29,754,154
            
            28,987,012Commercial-other
            19,473,601
            
            18,923,232Installment
                and other
            4,468,448
            
            4,100,90087,071,400
            
            79,655,104Unearned
                loan fees and costs, net
            40,600
            
            39,67187,112,000
            
            79,694,775Allowance
                for loan losses
            (854,000)
            
            (800,000)$86,258,000
            
            $78,894,775





The
      securities portfolio at September 30, 2005 amounted to $34,443,867, a decrease
      of $2,867,267, or 7.7% from the amount at December 31, 2004. Available for
      sale
      investment securities decreased to $24,253,958 at September 30, 2005 from
      $26,214,112 at December 31, 2004. Held to maturity securities decreased to
      $9,416,109 at September 30, 2005 from $10,359,122 at December 31, 2004. The
      carrying value of available for sale securities includes a net unrealized loss
      of $370,849 at September 30, 2005 (reflected as unrealized loss of $227,664
      in
      stockholders’ equity after deferred taxes) as compared to a net unrealized loss
      of $221,424 ($146,139 after deferred taxes) as of December 31, 2004. Management
      believes that none of the unrealized losses are “other than
      temporary”.





Deposits
      are the major source of funds for lending and investment activities. Deposits
      increased $13,211,774 (11.1%) to $132,522,258 at September 30, 2005 from
      $119,310,484 at December 31, 2004. Non-interest bearing deposits increased
      $10,371,006 or 34.5%, savings deposits increased $2,416,816 or 6.1%, interest
      bearing demand deposits increased $1,860,148 or 13.9% and certificates of
      deposit decreased $1,436,196 or 3.9% during the nine months ended September
      30,
      2005. Certificates of deposit in amounts of $100,000 and over totaled
      $13,458,172 at September 30, 2005 and $14,410,386 at December 31, 2004.
      Approximately $3 million of the increase in deposits was attributable to the
      increase in funds held in title company escrow accounts awaiting
      disbursement.





Deposits
      are comprised of the following:





**September
                30,**
            
            **December
                31,****2005**
            
            **2004**Non-interest
                bearing deposits
            $40,449,231
            
            $30,078,225Savings
                deposits
            41,751,227
            
            39,334,411Interest
                bearing demand deposits
            15,236,801
            
            13,376,653Certificates
                of deposit
            35,084,999
            
            36,521,195$132,522,258
            
            $119,310,484





Total
      stockholders’ equity was $16,809,635 at September 30, 2005 representing an
      increase of $1,114,780 from December 31, 2004. The increase from December 31,
      2004 was attributable to earnings of $771,998 and proceeds from the issuance
      of
      common stock from the exercise of warrants and dividend re-investments of
      $638,388 less an increase in unrealized losses on available for sale investment
      securities, net of taxes, of $81,525 and dividends declared of $214,081 ($0.15
      per share).





11




**RESULTS
      OF OPERATIONS**





Nine
      Months Ended September 30, 2005 and 2004





*Net
      income*





Net
      income for the nine months ended September 30, 2005 was $771,998 or $.54 per
      share ($.51 per share fully diluted), an increase of $384,907, or 99.4%, from
      $387,091 or $.29 per share ($.26 per share fully diluted) during the nine months
      ended September 30, 2004. Net income increased during the nine months of 2005
      as
      compared to the nine months of 2004 because of more earning assets during 2005
      than 2004 and the reduction of some branch start-up expenses incurred,
      particularly marketing costs, during the opening of a new branch in early 2004.





*Net
      Interest Income and Net Interest Margin*





Net
      interest income is the amount by which interest earned on assets exceeds the
      interest paid on interest-bearing liabilities. CN Bancorp, Inc.’s principal
      interest earning assets are loans to businesses and individuals.
      Interest-bearing liabilities consist primarily of savings accounts, money market
      accounts and certificates of deposit. Generally, changes in net interest income
      are measured by net interest rate spread and net interest margin. Net interest
      rate spread is equal to the difference between the average rate earned on
      interest earning assets and the average rate incurred on interest-bearing
      liabilities. Net interest margin represents the difference between interest
      income (including net loan fees earned) and interest expense calculated as
      a
      percentage of earning assets.





Total
      interest income increased by $1,010,959 or 24.4% to $5,162,179 for the nine
      months ended September 30, 2005 as compared to the first nine months of 2004.
      This increase in interest income was primarily attributable to the increase
      in
      average interest earning assets during 2005. The increase from earning assets
      was accompanied by increases in yields on the earning assets. Recent increases
      in market interest rates have resulted in higher yields on loans and overnight
      investments. Average interest earning assets increased by approximately
      $15,950,000 or 13.5% to $134,351,000 in the first nine months of 2005 as
      compared to $118,401,000 in the first nine months of 2004, and the yield on
      the
      interest earning assets increased to 5.12% in the nine months of 2005 from
      4.67%
      in the first nine months of 2004.





Interest
      expense increased by $537,169 or 62.3% to $1,390,787 for the nine months ended
      September 30, 2005 as compared to $853,618 during the first nine months of
      2004.
      This increase was primarily attributable to increased market interest rates,
      particularly their effect on savings accounts whose cost is dependent upon
      the
      three-month treasury bill rate or targeted federal funds rate. Average interest
      bearing liabilities increased by approximately $10,528,000 or 13.0% to
      $91,727,000 in the nine months ended September 30, 2005 as compared to
      $81,199,000 in the nine months ended September 30, 2004, and the cost of the
      interest bearing funds increased to 2.02% in the first nine months of 2005
      from
      1.40% in the first nine months of 2004.





Net
      interest income increased by $473,790 or 14.4% during the nine months ended
      September 30, 2005 as compared to the nine months ended September 30, 2004.
      Net
      interest income increased because the growth of interest earning assets exceeded
      the effect of the increase in the costs of interest bearing liabilities as
      the
      net interest spread declined from 3.27% in 2004 to 3.10% in 2005. The net
      interest margin was 3.74% and 3.71% in the nine months ended September 30,
      2005
      and September 30, 2004, respectively.





The
      tables below present a summary of CN Bancorp, Inc.’s average daily balances,
      rates, interest income and expense, the interest rate spread and net interest
      margins for the nine months ended September 30, 2005 and 2004:





12


**AVERAGE
                BALANCES, RATES AND INTEREST INCOME AND
                EXPENSE****Nine
                Months Ended September 30,*****(Dollars
                in thousands)***
            
            
            **2005**
            
            
            
            **2004****Average**
            
            **Yield/**
            
            **Average**
            
            **Yield/****Balance**
            **Interest**
            **Rate**
            
            **Balance**
            **Interest**
            **Rate****Assets:**Interest-Earning
                Assets:Federal
                funds sold
            
            $12,259
            $282
            3.07%
            
            $12,203
            $110
            1.20%Interest
                bearing deposits
            3,416
            68
            2.65%
            
            3,655
            48
            1.75%Investment
                securities
            36,733
            879
            3.19%
            
            28,988
            661
            3.04%Loans
                receivable
            
            82,775
            3,933
            6.34%
            
            74,308
            3,332
            5.98%Allowance
                for loan losses
            
            (832)
            -
            -
            
            (753)
            -
            -81,943
            3,933
            6.40%
            
            73,555
            3,332
            6.04%Total
                Interest Earning Assets
            134,351
            5,162
            5.12%
            
            118,401
            4,151
            4.67%Non-interest
                Earning Assets
            11,198
            
            
            
            9,774**Total
                Assets**
            
            $145,549
            
            
            
            $128,175**Liabilities
                and Stockholders' Equity:**Interest
                -Bearing Liabilities:Interest
                bearing demand deposits
            $14,471
            $64
            0.59%
            
            $13,320
            $46
            0.46%Savings
                accounts
            40,153
            567
            1.88%
            
            31,888
            203
            0.85%Time
                deposits
            35,306
            750
            2.83%
            
            33,771
            592
            2.34%Securities
                sold under agreementsto
                repurchase
            1,797
            10
            .74%
            
            2,220
            12
            .72%Total
                Interest Bearing Liabilities
            91,727
            1,391
            2.02%
            
            81,199
            853
            1.40%Non-interest
                Bearing Liabilities:Demand
                deposits
            36,010
            
            
            
            30,269Other
            
            1,588
            
            
            
            1,576**Total
                Liabilities**
            
            129,325
            
            
            
            113,044Stockholders'
                Equity
            
            16,224
            
            
            
            15,131**Total
                Liabilities and Equity**
            
            $145,549
            
            
            
            $128,175Net
                Interest Income
            
            
            $3,771
            
            
            
            $3,298Net
                Interest Spread
            
            
            
            3.10%
            
            
            
            3.27%Net
                Interest Margin
            
            
            
            3.74%
            
            
            
            3.71%Ratio
                of Interest-Earning Assetsto
                Interest-Bearing Liabilities
            146.47%
            
            
            
            145.82%


*Yields
      on securities are calculated based on amortized cost.*


*Nonaccruing
      loans are included in the average loan balances outstanding.*





The
      table
      below presents the relative contribution of changes in volumes and changes
      in
      rates to the changes in net interest income for the first nine months of 2005
      versus the first nine months of 2004. The change in the interest income and
      interest expense attributable to the combined impact of both volume and rate
      has
      been allocated proportionately to the change due to volume and the change due
      to
      rates.





**2005
                vs. 2004****Increase
                (Decrease)****Volume**
            **Rate**
            **Total****Interest-Earning
                Assets:**Federal
                funds sold and interest bearingdeposits
                with banks
            $(2,620)
            $195,069
            $192,449Securities
            172,772
            44,765
            217,537Loans
                receivable
            377,096
            223,877
            600,973**Net
                Change in Interest Income**
            547,248
            463,711
            1,010,959




13




**2005
                vs. 2004****Increase
                (Decrease)****Volume**
            **Rate**
            **Total**


**Interest
                Bearing Liabilities:**Interest
                bearing deposits
            116,634
            422,920
            539,554Securities
                sold under agreementsto
                repurchase
            (2,376)
            (9)
            (2,385)**Net
                Change in Interest Expense**
            114,258
            422,911
            537,169**Change
                in Net Interest Income**
            $432,990
            $40,800
            $473,790




*Provision
      for Loan Losses*




The
      provision for loan losses represents the amount charged against earnings to
      increase the allowance for loan losses to the level deemed appropriate by
      management. The provision for loan losses and the allowance for loan losses
      are
      based on management’s ongoing assessment of CN Bancorp, Inc.’s credit exposure
      and consideration of certain other relevant factors.





The
      adequacy of the allowance for loan losses is evaluated based upon loan
      categories except for loans rated substandard, doubtful or loss, which are
      evaluated separately and assigned loss amounts based upon the evaluation. Loss
      ratios are applied to each category of loan to determine estimated loss amounts.
      Categories of loans are identified as consumer (secured and unsecured),
      commercial (secured and unsecured) and mortgage loans (residential and
      commercial real estate). Loss ratios are determined based upon losses incurred
      adjusted for the effect of current economic conditions, any industry
      concentration or identified weakness in an industry (none currently), credit
      management and underwriting policies changes and secured versus unsecured nature
      of loan category. At September 30, 2005, the range of the loss ratios used
      to
      determine estimated losses by loan category were: consumer loans - .66% to
      1.21%; commercial loans - .86% to 1.66%; and, mortgage loans - 0.25% to .70%.
      Additional losses are estimated resulting from additional identified risks
      factors, such as loans with underwriting exceptions, the level and direction
      of
      payment delinquencies and the level of unsecured credit. These additional loss
      estimates are not allocated to the separate loan categories.





The
      adequacy of the allowance for loan losses is reviewed at least quarterly. Loans
      are assigned a risk rating based upon rating criteria consistent with regulatory
      definitions. The risk rating is adjusted, as necessary, if loans become
      delinquent, if significant adverse information is discovered regarding the
      underlying credit and, in the case of commercial loans and commercial real
      estate loans, the normal periodic review of the underlying credit indicate
      that
      a change in risk rating is appropriate. An estimated “low” and “high” loss
      percentage is applied to loans in each risk rating. These loss percentages
      increase as the loan risk rating increases. Loans rated as substandard, doubtful
      or loss are evaluated separately and assigned loss amounts based upon the
      separate evaluation. Risks factors identified beyond individual loan risks,
      such
      as economic conditions, underwriting exceptions and loan concentrations are
      quantified based upon management’s estimations of loss exposure. Loss
      percentages used are generally based upon management’s best estimates
      considering losses incurred. Estimated “low” and “high” allowance for loan loss
      amounts are derived by accumulating the estimated losses using the “low” and
“high” loss percentages for each risk rating and adding losses based upon
      separate loan evaluations and identified other risks. The actual allowance
      for
      loan losses is compared to this range to ascertain that it is reasonably
      situated within the range. In addition, on at least a quarterly basis, the
      recorded allowance for loan losses (as a percent of loans) is compared to peer
      group levels to ascertain the reasonableness of the estimate. At September
      30,
      2005, the actual allowance for loan losses was between the “low” and “high”
allowance amounts.





The
      provision for loan losses was $113,475 during the nine months ended September
      30, 2005 as compared to $118,339 for the nine months ended September 30, 2004.





The
      allowance for loan losses represents 0.98% and 1.00% of loans receivable at
      September 30, 2005 and December 31, 2004, respectively. CN Bancorp, Inc. has
      no
      exposure to foreign countries or foreign borrowers. Management believes that
      the
      allowance for loan losses is adequate for each period presented.





The
      table
      below sets forth the period end loans receivable balances and summarizes CN
      Bancorp, Inc.’s loan loss experience for the nine months ended September 30,
      2005 and September 30, 2004 as well as certain ratios related to net charge-offs
      and the allowance for loan losses (ALL) as a percent of the total loan
      portfolio.





14




**Nine
                  Months Ended**
              
              **Nine
                  Months Ended****September
                  30, 2005**
              
              **September
                  30, 2004****Allowance
                  for loan losses:**Beginning
                  balance
              
              $
              800,000
              
              $
              720,000Charge-offs:Commercial
                  loans
              
              
              -
              
              
              (24,146
              )Real
                  estate loans - residential
              
              
              (50,027
              )
              
              -Consumer
                  loans
              
              
              (28,441
              )
              
              (37,465
              )Recoveries:Commercial
                  loans
              
              
              10,938
              
              
              6,491Consumer
                  loans
              
              
              8,055
              
              
              10,881Net
                  recoveries (charge-offs)
              
              
              (59,475
              )
              
              (44,239
              )Provision
                  for loan losses
              
              
              113,475
              
              
              118,339Ending
                  balance
              
              $
              854,000
              
              $
              794,100**Ratios:**Net
                  charge-offs to average loans
              
              
              0.07
              %
              
              0.06
              %Net
                  charge-offs to provision for loan losses
              
              
              52.41
              %
              
              37.83
              %Allowance
                  for loan losses to loans receivable
              
              
              0.98
              %
              
              1.02
              %





*Non-interest
      Income*





Non-interest
      income consisted primarily of fees and charges from depository accounts,
      increases in cash surrender value of life insurance policies, gains on sale
      of
      assets and other income. Non-interest income increased $169,676 or 24.4%, to
      $866,134 for the nine months ended September 30, 2005 as compared to $696,458
      for the nine months ended September 30, 2004. This increase includes a gain
      on
      sales of loans of $35,437 in the nine months ended September 30, 2005 (none
      in
      2004). Also, contributing to the increase in non-interest income was the
      increase in earnings on owned insurance policies of $28,767 resulting from
      an
      increase in investment in insurance policies of $1.2 million and from the higher
      interest rate environment during 2005. Fees and service charges increased
      $91,197 in 2005 as compared to 2004 because of increases in deposit account
      activity and fees charged.





*Non-interest
      Expense*





Non-interest
      expense was $3,351,829 during the nine months ended September 30, 2005
      representing an increase of $51,082 or 1.6%, as compared to $3,300,747 during
      the nine months ended September 30, 2004. Compensation and benefits increased
      $52,133 (3.0%) because of normal salary and benefit increases. Also during
      the
      quarter, the Company paid performance bonuses to its President/CEO, Executive
      Vice President, Senior Vice President/CFO and Vice President in the amount
      of
      $7,500 each, or $30,000 in total. These were discretionary payments, approved
      by
      the Company’s Human Resource Committee, were based upon performance and were not
      the result of any formal bonus plan or agreement. Marketing expenses declined
      in
      2005 by $51,490 (51.8%) because, in the first quarter of 2004, a new branch
      was
      opened which involved more marketing efforts and set-up costs. Depreciation
      and
      amortization expenses declined by $45,129 or 14.6% as previously acquired assets
      have become fully depreciated. The increased size of the Company has resulted
      in
      more deposit and loan accounts and associated activity resulting in increased
      electronic funds transfer fees as well as other operating expenses.





*Income
      Taxes*





Income
      tax expense was $400,224 (34.1% of pre-tax income) for the nine months ended
      September 30, 2005 as compared to $187,883 (32.7% of pre-tax income) for the
      nine months ended September 30, 2004. The proportion of interest income exempt
      from state income taxes to total taxable income during the nine months ended
      September 30, 2005 as compared to the same period of 2004 has declined resulting
      in an increase in the Company’s effective total income tax rate.





15





Three
      Months Ended September 30, 2005 and 2004





*Net
      income*





Net
      income for the three months ended September 30, 2005 was $325,587 or $.23 per
      share ($.21 per share fully diluted), an increase of $180,000, or 123.6%, from
      $145,587 or $.11 per share ($.10 per share fully diluted) during the three
      months ended September 30, 2004. Increases in net interest income and other
      income as well as stable non-interest expenses contributed to the increase
      in
      net income.





Total
      interest income increased by $387,020 or 26.5% to $1,846,333 for the three
      months ended September 30, 2005 as compared to the three months ended September
      30, 2004. This increase in interest income was primarily attributable to the
      increase in interest earning assets during 2005.





Interest
      expense increased by $184,477 or 57.1% to $507,699 for the three months ended
      September 30, 2004 as compared to $323,222 during the three months ended
      September 30, 2004. This increase was primarily attributable to a rising rate
      environment during 2005 causing increases in interest rates for deposited funds.





Net
      interest income increased by $202,543, or 17.8% during the three months ended
      September 30, 2005 versus the same period of 2004 because the positive effect
      of
      the increase in interest bearing assets more than offset the increased cost
      of
      deposited funds.





Provision
      for Loan Losses





The
      provision for loan losses was $36,126 during the three months ended September
      30, 2005 as compared to $41,005 for the three months ended September 30, 2004.




Non-interest
      Income





Non-interest
      income consisted primarily of fees and charges from depository accounts,
      increases in cash surrender value of life insurance policies, gains on sale
      of
      securities and other income. Non-interest income increased $65,319 or 26.2%,
      to
      $314,542 for the three months ended September 30, 2005 as compared to $249,223
      for the three months ended September 30, 2004. This increase was primarily
      attributable to increases in fees and services charges from deposit account
      activity of $52,171 in the third quarter of 2005 as compared to the third
      quarter of 2004 and the increase in cash surrender value of life insurance
      of
      $12,495 or 110.2% resulting from an increase in investment in life insurance
      policies and the earnings rate thereon. **





Non-interest
      Expense





Non-interest
      expense was $1,123,131 during the three months ended September 30, 2005
      representing a decrease of $2,985 or 0.3%, as compared to $1,126,116 during
      the
      three months ended September 30, 2004. Occupancy costs increased $10,500 (9.7%)
      in the third quarter of 2005 as compared to 2004 because of repairs made to
      branch facilities during the quarter. Marketing expenses declined in 2005 by
      $4,230 (17.5%) because a new branch was opened in 2004, which involved more
      marketing efforts. Depreciation and amortization expenses declined by $21,131
      or
      21.4% as previously acquired assets have become fully depreciated. Compensation
      expense increased $1,129 as the result of the performance bonuses paid to
      executive officers which were mostly offset by a reduction of personnel during
      the quarter. The increased size of the Company has resulted in more deposit
      and
      loan accounts and associated activity resulting in increased electronic funds
      transfer fees as well as other operating expenses.





Income
      Taxes





Income
      tax expense was $168,332 (34.0% of pre-tax net income) for the three months
      ended September 30, 2005 as compared to $72,606 (33.3% of pre-tax net income)
      for the three months ended September 30, 2004.





16




**LIQUIDITY**





Liquidity
      represents CN Bancorp, Inc.’s ability to efficiently manage cash flows to
      support the lending activities and the requirements of depositors. Liquidity
      is
      essential to fund operations and growth. Liquidity needs may be met by
      converting assets into cash or obtaining sources of additional funding.





Liquidity,
      which generally is maintained in cash and amounts due from banks and federal
      funds sold, totaled $20,948,062 at September 30, 2005 compared to $9,868,815
      at
      December 31, 2004. Additional sources of asset liquidity include funds held
      in
      time deposits and cash flow from the investment and loan portfolios. Securities
      classified as available-for-sale, which can provide additional sources of
      liquidity, totaled $24,253,958 and $26,214,112 as of September 30, 2005 and
      December 31, 2004, respectively. However, because most of these securities
      were
      in an unrealized loss position at September 30, 2005, and because management
      has
      the intent and ability to hold these securities until recovery or maturity,
      management does not consider these securities as a source of liquidity as of
      September 30, 2005.





Liability
      liquidity sources include attracting deposits at competitive rates. In addition,
      CN Bancorp, Inc. has established a $1.5 million unsecured fed funds borrowing
      facility and a $2.5 million secured borrowing facility with a correspondent
      commercial bank as a reliable source for short-term funds. Borrowings under
      the
      secured facility would be collateralized by securities in the investment
      portfolio. CN Bancorp, Inc. has never borrowed funds under this facility.




CN
      Bancorp, Inc. has sufficient liquidity to meet its needs. Maturing certificates
      of deposit are usually retained as we offer competitive rates on certificates
      of
      deposit. Management is not aware of any demands, trends, commitments, or events
      that would result in CN Bancorp, Inc.’s inability to meet anticipated or
      unexpected liquidity needs.





CN
      Bancorp, Inc. is a single bank holding company with no current business
      operations other than acquiring and holding loan participations from County
      National Bank on a non-recourse basis and managing its investment in County
      National Bank and holding cash. CN Bancorp, Inc. pays its expenses from its
      own
      cash flow and from dividends from County National Bank. County National Bank
      may
      only pay dividends to CN Bancorp, Inc. if it complies with certain regulatory
      requirements.





**OFF-BALANCE
      SHEET ARRANGEMENTS**





Standby
      letters of credit are conditional commitments issued by County National Bank
      to
      guarantee the performance of a customer to a third party. The credit risk
      involved in issuing letters of credit is essentially the same as that involved
      in extending loan facilities to customers. County National Bank holds collateral
      supporting those commitments for which collateral is deemed necessary. County
      National Bank has not been required to perform on any financial guarantees
      and
      has not recorded or incurred any losses on its commitments. The issuance of
      letters of credit is not a significant activity of County National Bank.
      Outstanding letters of credit at September 30, 2005 total $1,981,022 ($1,985,033
      at December 31, 2004).





Commitments
      to extend credit are agreements to lend funds to customers as long as there
      are
      no violations of any condition established in the loan contracts. Commitments
      generally have fixed expiration dates or other termination clauses and may
      require payment of a fee. Since many of the commitments are expected to expire
      without being drawn upon, the total commitment amounts do not necessarily
      represent future cash requirements. County National Bank evaluates each
      customer’s credit worthiness on a case-by-case basis. The amount of collateral
      obtained, if it is deemed necessary by County National Bank upon extension
      of
      credit, is based on management’s credit evaluation of the counter party.
      Collateral held varies but may include accounts receivable, inventory, property,
      plant and equipment as well as income producing properties. Commitments to
      extend credit total $12,592,099 at September 30, 2005 ($10,523,924 at December
      31, 2004). We believe that we have adequate resources to fund all loan
      commitments.





County
      National Bank has entered into leases for its branches and office space, most
      of
      which contain renewal options. The minimum net noncancelable future rental
      commitments at December 31, 2004 were as follows:





17




**Year
                Ending****December
                31,**2005
            $221,5442006
            133,8292007
            61,0262008
            25,455








**CAPITAL
      ADEQUACY**





Risk-based
      capital provides the basis for which all banks are evaluated by regulators
      in
      terms of capital adequacy by assigning varying risk weights to the individual
      assets held by a bank. Weights are also assigned to the “credit-equivalent”
amounts of certain off-balance sheet items. Under applicable regulations, banks
      are rated as “well capitalized,” “adequately capitalized,” “undercapitalized,”
“significantly undercapitalized” or “critically undercapitalized” based upon
      their capital levels. Banks that are classified as “undercapitalized,”
“significantly undercapitalized” or “critically undercapitalized” are subject to
      increased regulatory oversight. The table below provides a comparison of CN
      Bancorp, Inc.’s consolidated (Company) and County National Bank’s (Bank)
      risk-based capital ratios and leverage ratios to the minimum regulatory
      requirements for the indicated periods.





**Minimum
                Ratios****September
                30,**
              **2005**
            
            **December
                31,**
              **2004**
            
            **To
                be “Adequately Capitalized”**
            
            **To
                be “Well Capitalized”**Total
                capital:Company
            
            18.5%
            
            19.0%
            
            8.0%
            
            N/ABank
            
            13.4%
            
            13.9%
            
            8.0%
            
            10.0%Tier
                I:Company
            
            17.6%
            
            18.1%
            
            4.0%
            
            -Bank
            
            12.4%
            
            12.9%
            
            4.0%
            
            6.0%Leverage
                Total:Company
            
            11.1%
            
            11.2%
            
            4.0%
            
            -Bank
            
            7.9%
            
            7.8%
            
            4.0%
            
            5.0%





At
      September 30, 2005 and December 31, 2004, CN Bancorp, Inc. exceeded the capital
      requirements and the Bank exceeded the capital requirements necessary to be
      considered a “well capitalized” financial institution under federal
      regulations.





**EFFECTS
      OF INFLATION**





CN
      Bancorp, Inc.’s asset and liability structure is primarily monetary in nature.
      As such, asset and liability values tend to move in concert with inflation.
      Changes in interest rates may have a more significant impact on financial
      performance than the effects of the general levels of inflation. Interest rates
      do not necessarily move in the same direction or at the same magnitude as prices
      of other goods and services, and may frequently reflect government policy
      initiatives or economic factors not measured by price index. CN Bancorp, Inc.
      strives to manage its interest sensitive assets and liabilities in order to
      offset the effects of rate changes and inflation.







**FORWARD
      LOOKING STATEMENTS**





The
      Company makes forward-looking statements in this Management's Discussion and
      Analysis of Financial Condition and Results of Operations that are subject
      to
      risks and uncertainties. These forward-looking statements include: statements
      of
      goals, intentions, and expectations; estimates of risks and of future costs
      and
      benefits; assessments of probable loan losses and market risk; and statements
      of
      the ability to achieve financial and other goals. These forward-looking
      statements are subject to significant uncertainties, including those described
      in our filings with the Securities and Exchange Commission and because they
      are
      based upon or are affected by: management's estimates and




18




projections
      of future interest rates, market behavior and other economic conditions; future
      laws and regulations; and a variety of other matters which, by their nature,
      are
      subject to significant uncertainties. Accordingly, the Company’s actual future
      results may differ materially from those indicated. In addition, the Company's
      past results of operations do not necessarily indicate its future results.
      We
      undertake no obligation to release publicly the results of any future revisions
      we make to forward-looking statements.





**Item
      3. Controls and Procedures**





CN
      Bancorp, Inc.’s management, under the supervision and with the participation of
      its Chief Executive Officer and the Chief Financial Officer, evaluated as of
      the
      last day of the period covered by this report, the effectiveness of the
      Company’s disclosure controls and procedures, as defined in Rule 13a-15 under
      the Securities Exchange Act of 1934. Based on that evaluation, the Chief
      Executive Officer and Chief Financial Officer concluded that the Company’s
      disclosure controls and procedures were effective. There were no changes in
      the
      Company’s internal controls over financial reporting (as defined in Rule 13a-15
      under the Securities Act of 1934) during the quarter ended September 30, 2005,
      that have materially affected, or are reasonably likely to materially affect,
      the Company’s internal control over financial reporting.








**PART
      II - OTHER INFORMATION**





**Item
      1.**  **Legal
      Proceedings**





CN
      Bancorp, Inc. is not involved in any pending legal proceedings other than
      routine legal proceedings occurring in the ordinary course of
      business.





**Item
      2.**   **Unregistered
      Sales of Equity Securities and Use of Proceeds.**





In
      June
      1997, the Company sold to a group of individuals who were organizers of County
      National Bank, for $.01 per share, a warrant to purchase one share of CN
      Bancorp, Inc. common stock for each share of common stock purchased by such
      persons in CN Bancorp, Inc.’s private placement offering in 1996. As a result,
      CN Bancorp, Inc. issued warrants to purchase a total of 343,431 to these
      persons. The warrants are exercisable at $10.00 per share, which was the price
      at which shares were offered in the private placement offering. The warrants
      became exercisable in March 1998, and will expire in March 2006. Warrants
      representing 6,886 shares were exercised during the third quarter of 2005 for
      $68,860. There are warrants representing 268,865 shares of common stock
      outstanding at September 30, 2005.


There
      were and will be no underwriting discounts or commissions paid with respect
      to
      the issuance of the common stock upon exercise of the warrants. CN Bancorp,
      Inc.
      believes that the issuance of the shares of common stock upon exercise of the
      warrants is exempt from the registration requirements of the Securities Act
      of
      1933 by virtue of Section 4(2) of the Securities Act of 1933. The transaction
      was not conducted by any form of general solicitation or general advertising
      and, in connection with the transaction, CN Bancorp, Inc. is taking reasonable
      care to assure that the purchasers of the common stock upon exercise of the
      warrants are not underwriters within the meaning of Section 2(11) of the
      Securities Act by, among other things, placing appropriate restrictive legends
      on the share certificates.


There
      were no purchases of CN Bancorp, Inc. common stock made by, or on behalf of,
      CN
      Bancorp, Inc. or any affiliated purchaser during the first nine months of
      2005.





**Item
      3.**   **Defaults
      Upon Senior Securities**





None





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





None





**Item
      5.**   **Other
      information**





None





19




**Item
      6.**   **Exhibits**





**(a)
      Exhibits**





31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.31.1
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.32.1
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.32.2
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.




















**SIGNATURES**





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




CN
                Bancorp, Inc.Date :
                November 4, 2005
            
            By:/s/
                Jan W. ClarkJan
                W. ClarkPresident
                and Chief Executive OfficerDate :
                November 4, 2005
            
            By:/s/
                Michael T. StormMichael
                T. StormChief
                Financial Officer




20