**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION** ****


**Washington,
      DC 20549**









**FORM
      10-QSB**








(Mark
      One)





x QUARTERLY
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly period ended March
                31,
                2007Commission File Number
                333-100460






o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the transition period from ________
                  to
                  ________Commission file number
                  _______________________





**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)









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


YES  x NO  o




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


YES  o NO  x





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: At April 20, 2007, the issuer had 1,728,011
      shares of Common Stock outstanding.




Transitional
      Small Business Disclosure Format (Check one): YES o NO  x




1




**PART
      I - FINANCIAL INFORMATION**





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





**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF FINANCIAL CONDITION**


**March
      31, 2007 (Unaudited) and December 31, 2006**





(Unaudited)March
                31,
            
            December
                31,2007
            
            2006ASSETSCash
                and due from banks
            
            $
            4,133,602
            
            $
            3,797,606Federal
                funds sold
            
            
            31,213,406
            
            
            23,612,682Cash
                and cash equivalents
            
            
            35,347,008
            
            
            27,410,288Interest
                bearing deposits
            
            
            1,903,639
            
            
            1,890,666Investment
                securities - available for sale
            
            
            15,199,288
            
            
            16,278,622Investment
                securities - held to maturity
            
            
            7,605,625
            
            
            7,741,713Other
                securities
            
            
            785,300
            
            
            793,800Loans
                receivable, net of allowance for loan losses of $1,025,000at
                March 31, 2007 and $1,010,000 at December 31, 2006
            
            
            95,658,860
            
            
            98,967,630Premises
                and equipment, net
            
            
            3,633,904
            
            
            3,685,217Cash
                surrender value of life insurance
            
            
            2,722,404
            
            
            2,698,392Other
                assets
            
            
            1,231,815
            
            
            1,326,170Total
                Assets
            
            $
            164,087,843
            
            $
            160,792,498LIABILITIESNon-interest
                bearing deposits
            
            $
            42,688,895
            
            $
            37,946,831Interest
                bearing deposits
            
            
            98,684,104
            
            
            100,716,346Total
                deposits
            
            
            141,372,999
            
            
            138,663,177Securities
                sold under agreements to repurchase
            
            
            898,252
            
            
            291,030Accounts
                payable and accrued expenses
            
            
            870,632
            
            
            1,145,925Total
                Liabilities
            
            
            143,141,883
            
            
            140,100,132STOCKHOLDERS’
                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: 1,728,011 shares at March 31, 2007and
                December 31, 2006
            
            
            17,280,107
            
            
            17,280,107Additional
                paid in capital
            
            
            1,019,299
            
            
            1,019,299Retained
                earnings
            
            
            2,795,940
            
            
            2,579,577Accumulated
                other comprehensive loss:Unrealized
                loss on securities available for sale
            
            
            (149,386
            )
            
            (186,617
            )Total
                Stockholders’ Equity
            
            
            20,945,960
            
            
            20,692,366Total
                Liabilities and Stockholders’ Equity
            
            $
            164,087,843
            
            $
            160,792,498




The
      accompanying notes are an integral part of these consolidated financial
      statements.




2




**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**For
      the Three Months Ended March 31, 2007 and 2006**


**(Unaudited)**




For
                the Three MonthsEnded
                March 31,2007
            
            2006Interest
                income:Interest
                and fees on loans
            
            $
            1,872,867
            
            $
            1,564,530Federal
                funds sold
            
            
            358,916
            
            
            122,762Interest
                bearing deposits
            
            
            25,735
            
            
            26,950Securities
            
            
            240,762
            
            
            282,387Total
                interest income
            
            
            2,498,280
            
            
            1,996,629Interest
                expense:Deposits
            
            
            882,515
            
            
            575,693Repurchase
                agreements
            
            
            3,749
            
            
            4,623Total
                interest expense
            
            
            886,264
            
            
            580,316Net
                interest income
            
            
            1,612,016
            
            
            1,416,313Provision
                for loan losses
            
            
            14,861
            
            
            49,080Net
                interest income after provision for loan losses
            
            
            1,597,155
            
            
            1,367,233Non-interest
                income:Fees
                and service charges from depository accounts
            
            
            211,216
            
            
            230,508Gain
                on sale of foreclosed personal property
            
            
            -
            
            
            25,000Increase
                in cash surrender value of life insurance policies
            
            
            24,012
            
            
            23,412Other
                income
            
            
            27,438
            
            
            35,950Total
                non-interest income
            
            
            262,666
            
            
            314,870Non-interest
                expenses:Compensation
                and related expenses
            
            
            660,209
            
            
            625,076Occupancy
                expense
            
            
            128,470
            
            
            103,189Depreciation
                and amortization
            
            
            74,858
            
            
            79,097Consulting
                expense
            
            
            22,793
            
            
            22,620Data
                processing expense
            
            
            75,246
            
            
            48,617Director
                fees
            
            
            23,970
            
            
            23,925Marketing
                expense
            
            
            18,482
            
            
            26,307Equipment
                maintenance costs
            
            
            33,143
            
            
            33,152Electronic
                funds transfer fees
            
            
            21,132
            
            
            25,500Stationery
                and office supplies
            
            
            19,869
            
            
            19,893Other
                non-interest expenses
            
            
            124,856
            
            
            148,325Merger
                related expenses
            
            
            95,653
            
            
            -Total
                non-interest expenses
            
            
            1,298,681
            
            
            1,155,701Income
                before income taxes
            
            
            561,140
            
            
            526,402Income
                tax expense
            
            
            223,816
            
            
            184,597NET
                INCOME
            
            $
            337,324
            
            $
            341,805Basic
                earnings per share
            
            $
            .20
            
            $
            .20Diluted
                earnings per share
            
            $
            .19
            
            $
            .20Dividends
                declared
            
            $
            .07
            
            $
            .07





The
      accompanying notes are an integral part of these consolidated financial
      statements.




3




**CN
      BANCORP, INC.**


**CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE INCOME**


**For
      the Three Months Ended March 31, 2007 and 2006**


**(Unaudited)**




For
                the Three MonthsEnded
                March 31,2006
            
            2005Net
                income
            
            $
            337,324
            
            $
            341,805Other
                comprehensive income (loss):Change
                in unrealized gains and(losses)
                on securities available for sale
            
            
            60,646
            
            
            (42,830
            )Tax
                effect
            
            
            (23,415
            )
            
            16,537Net
                other comprehensive income (loss)
            
            
            37,231
            
            
            (26,293
            )Total
                comprehensive income
            
            $
            374,555
            
            $
            315,512




The
      accompanying notes are an integral part of these consolidated financial
      statements.





4




**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY**


**For
      the Three Months ended March 31, 2007 and 2006 (Unaudited** )





Common
              Stock
            
            Additional
              Paid
                in
              Capital
            
            Retained
              Earnings
            
            Accumulated
              Other
              Comprehensive
              Income
                (Loss)
            
            TotalBalance
                December 31, 2005
            
            $
            16,643,415
            
            $
            950,891
            
            $
            1,781,794
            
            $
            (279,521
            )
            $
            19,096,579Net
                income March 31, 2006
            
            
            
            
            
            
            
            
            341,805
            
            
            
            
            
            341,805Change
                in unrealized gains and losseson
                securities available for sale, net
            
            
            
            
            
            
            
            
            
            
            
            (26,293
            )
            
            (26,293
            )Sale
                of common stock under theDividend
                Reinvestment and StockPurchase
                Plan (DRIP)
            
            
            41,112
            
            
            18,500
            
            
            
            
            
            
            
            
            59,612Proceeds
                from warrant exercises
            
            
            508,310
            
            
            
            
            
            
            
            
            
            
            
            508,310Dividends
                ($.07 per share)
            
            
            
            
            
            
            
            
            (120,349
            )
            
            
            
            
            (120,349
            )March
                31, 2006
            
            $
            17,192,837
            
            $
            969,391
            
            $
            2,003,250
            
            $
            (305,814
            )
            $
            19,859,664Balance
                December 31, 2006
            
            $
            17,280,107
            
            $
            1,019,299
            
            $
            2,579,577
            
            $
            (186,617
            )
            $
            20,692,366Net
                income March 31, 2007
            
            
            
            
            
            
            
            
            337,324
            
            
            
            
            
            337,324Change
                in unrealized gains and losseson
                securities available for sale, net
            
            
            
            
            
            
            
            
            
            
            
            37,231
            
            
            37,231Dividends
                ($.07 per share)
            
            
            
            
            
            
            
            
            (120,961
            )
            
            
            
            
            (120,961
            )March
                31, 2007
            
            $
            17,280,107
            
            $
            1,019,299
            
            $
            2,795,940
            
            $
            (149,386
            )
            $
            20,945,960





The
      accompanying notes are an integral part of these consolidated financial
      statements.




5




**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**For
      the Three Months ended March 31, 2007 and 2006**


**(Unaudited)**




For
                the Three Months EndedMarch
                31,2007
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income
            
            $
            337,324
            
            $
            341,805Adjustments
                to reconcile net income to net cashprovided
                by operations:Depreciation
                and amortization
            
            
            74,858
            
            
            79,097Gain
                on sale of foreclosed personal property
            
            
            -
            
            
            (25,000
            )Deferred
                income taxes
            
            
            (15,625
            )
            
            (51,019
            )Provision
                for loan losses
            
            
            14,861
            
            
            49,080Increase
                in cash surrender value of life insurance
            
            
            (24,012
            )
            
            (23,412
            )Decrease
                (increase) in other assets
            
            
            86,565
            
            
            (17,051
            )Increase
                (decrease) in other liabilities
            
            
            (154,332
            )
            
            99,297Amortization
                of premium/discount and other
            
            
            (9,756
            )
            
            (13,079
            )Net
                cash provided (used) by operating activities
            
            
            309,883
            
            
            439,718CASH
                FLOWS FROM INVESTING ACTIVITIESNet
                decrease (increase) in loans
            
            
            3,293,909
            
            
            (2,171,525
            )Decrease
                (increase) in interest bearing deposits
            
            
            (12,973
            )
            
            11,069Investment
                in securities - available for sale
            
            
            -
            
            
            (2,753,683
            )Investment
                in other securities
            
            
            -
            
            
            (20,000
            )Principal
                payments and redemption of securities
            
            
            1,294,324
            
            
            3,283,954Proceeds
                from sales of foreclosed personal property
            
            
            -
            
            
            165,000Purchase
                of property, equipment and leasehold improvements
            
            
            (23,545
            )
            
            (24,090
            )Net
                cash used by investing activities
            
            
            4,551,715
            
            
            (1,509,275
            )CASH
                FLOWS FROM FINANCING ACTIVITIESNet
                increase in deposits including interest credited
            
            
            2,709,822
            
            
            665,487Net
                increase (decrease) in securities sold under agreements to
                repurchase
            
            
            607,222
            
            
            (198,667
            )Sales
                of common stock under DRIP
            
            
            -
            
            
            59,612Proceeds
                from stock warrant exercises
            
            
            -
            
            
            508,310Dividends
                paid
            
            
            (241,922
            )
            
            (166,433
            )Net
                cash provided by financing activities
            
            
            3,075,122
            
            
            868,309NET
                INCREASE (DECREASE) IN CASH
            
            
            7,936,720
            
            
            (201,248
            )Cash
                at beginning of period
            
            
            27,410,288
            
            
            15,476,898Cash
                at end of period
            
            $
            35,347,008
            
            $
            15,275,650SUPPLEMENTAL
                CASH FLOW INFORMATIONInterest
                paid
            
            $
            884,005
            
            $
            572,624Income
                taxes paid
            
            $
            213,393
            
            $
            203,500





The
      accompanying notes are an integral part of these consolidated 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 three month period
      ended March 31, 2007 are not necessarily indicative of the results that may
      be
      expected for the year ending December 31, 2007. These unaudited consolidated
      financial statements should be read in conjunction with the audited consolidated
      financial statements and footnotes for the year ended December 31, 2006. 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 financial 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.





Merger
      Agreement





On
      December 13, 2006, the Company entered into an Agreement and Plan of Merger
      (as
      amended, the Merger Agreement) with Sandy Spring Bancorp, Inc. (Sandy Spring),
      whereby Sandy Spring will acquire the Company by way of a merger of the Company
      with and into Sandy Spring. The Merger Agreement also provides for the merger
      of
      County National Bank with and into Sandy Spring Bank, a Maryland bank and trust
      company, a wholly owned subsidiary of Sandy Spring. Pursuant to the Merger
      Agreement, at the effective time of the merger, each outstanding share of the
      Company’s common stock will be converted into the right to receive either (i)
      $25.00 in cash (Cash Election Price), or (ii) 0.6657 of a share of Sandy
      Spring’s common stock. Each stockholder of the Company will be entitled to elect
      the number of its shares of Company common stock to be exchanged for the Cash
      Election Price, subject to a pro-ration which will provide that Sandy Spring
      will pay cash for a minimum of 40% and a maximum of 50% of the outstanding
      shares of Company common stock and issue shares of Sandy Spring common stock
      in
      exchange for a minimum of 50% and a maximum of 60% of the outstanding shares
      of
      Company common stock. The merger is intended to be a tax-free reorganization
      as
      to the portion of the merger consideration received as Sandy Spring common
      stock. Outstanding options to purchase Company common stock granted under the
      Company’s equity plans will be automatically converted into fully vested options
      to purchase Sandy Spring common stock, provided that Sandy Spring may require
      the Company or the Bank to offer to cash out options for a per share payment
      equal to the difference between the Cash Election Price and the per share
      exercise price of such option. Sandy Spring has exercised this
      right.





The
      Merger Agreement contains customary representations, warranties and covenants.
      The completion of the merger is subject to customary conditions which include
      the adoption and approval of the merger and the Merger Agreement by the
      stockholders of the Company and the receipt of all required regulatory
      approvals. The Merger Agreement also provides for termination rights and
      penalties for termination of the Merger Agreement under stated circumstances.
      Under the Merger Agreement, the Company will be permitted to continue to pay
      regular quarterly dividends not in excess of $0.07 per quarter and was required
      to suspend the issuance of shares under its Dividend Reinvestment and Stock
      Purchase Plan. As such, with respect to all dividends, if any, declared after
      the date of the Merger Agreement, all shareholders will receive payment in
      cash.





7




The
      Company has agreed to discontinue awarding options and any other rights to
      acquire common shares of the Company under the Company’s Dividend Reinvestment
      and Stock Purchase Plan, the Stock Option Plan, the Employee Stock Purchase
      Plan
      and the Director Stock Purchase Plan from the agreement date to the completion
      of the merger.





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, 2006 and March 31, 2007.





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 equivalent shares consist
      of warrants and options, calculated using the treasury stock
      method.





Three
                Months Ended March 31:2007
            
            2006Weighted
                average shares outstanding
            
            
            1,728,011
            
            
            1,686,582Common
                stock equivalents
            
            
            40,365
            
            
            17,086Average
                common shares and equivalents
            
            
            1,768,376
            
            
            1,703,668Net
                income
            
            $
            337,324
            
            $
            341,805Basic
                earnings per share
            
            $
            .20
            
            $
            .20Diluted
                earnings per share
            
            $
            .19
            
            $
            .20





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. No shares have been
      purchased under the ESPP since 2004 when 2,685 shares were purchased under
      the
      plan. There are no outstanding options to purchase common shares at March 31,
      2007 under the ESPP. Under the Agreement and Plan of Merger with Sandy Spring
      Bancorp, Inc., the ESPP is suspended.




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 have been purchased under the DSPP and
      there
      are no outstanding options to purchase common shares at March 31, 2007. Under
      the Agreement and Plan of Merger with Sandy Spring Bancorp, Inc., the DSPP
      is
      suspended.




8


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 these options is $14.20 per share and the options expire on December 7,
      2014. At March 31, 2007, 46,500 of these options are outstanding. On December
      6,
      2005, the Company granted immediately vested options to purchase an additional
      51,000 shares of its common stock under the plan. The exercise price for the
      2005 options is $14.50 per share and the options expire on December 6, 2015.
      At
      March 31, 2007, 51,000 of these options are outstanding. Under the Agreement
      and
      Plan of Merger with Sandy Spring Bancorp, Inc., the Stock Option Plan is
      suspended subject to the terms of the existing outstanding options.




Note
      G.
      Recent Accounting Pronouncements





In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* (“SFAS
      157”). SFAS 157 defines fair value, establishes a framework for measuring fair
      value and expands disclosures about fair value measurements. SFAS will be
      applied prospectively and is effective for fiscal years beginning after November
      15, 2007 and interim periods within those fiscal years. SFAS 157 is not expected
      to have a material impact on the Company’s consolidated financial statements.





In
      February 2007 the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilitie* s *—including
      an amendment of FASB Statement No. 115* which is
      effective as of the beginning of the first fiscal year that begins after
      November 15, 2007. Early adoption is permitted as of the fiscal year that begins
      on or after November 15, 2007, provided that the Company also elects to apply
      the provisions of FASB Statement No. 157, *Fair
      Value Measurements.*  Management
      is currently evaluating the impact of adopting this Statement on the Company’s
      financial statements.





In
      September 2006, the FASB ratified the consensus reached by the EITF on
      Issue No. 06-4, *Accounting
      for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
      Split-Dollar Life Insurance Arrangements* .
      EITF
      06-4 requires the recognition of a liability and related compensation costs
      for
      endorsement split-dollar life insurance policies that provide a benefit to
      an
      employee that extends to postretirement periods as defined in SFAS No. 106, *Employers’
      Accounting for Postretirement Benefits Other Than Pensions* .
      The
      EITF reached a consensus that Bank Owned Life Insurance policies purchased
      for
      this purpose do not effectively settle the entity’s obligation to the employee
      in this regard and, thus, the entity must record compensation costs and a
      related liability. Entities should recognize the effects of applying this Issue
      through either, (a) a change in accounting principle through a
      cumulative-effective adjustment to retained earnings or to other components
      of
      equity or net assets in the balance sheet as of the beginning of the year of
      adoption, or (b) a change in accounting principle through retrospective
      application to all prior periods. This Issue is effective for fiscal years
      beginning after December 15, 2007. The adoption of EITF 06-4 is not
      expected to have a material effect on the Company’s financial
      statements.





**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**





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 three-month period ended March
      31, 2007. This growth has resulted in improved operating results as compared
      to
      prior periods absent merger related expenses. Key measurements and events for
      the three-month period ended March 31, 2007 include the following:





·
            Total
                assets at March 31, 2007 increased by 2.1% to $164 million as compared
                to
                $161 million as of December 31, 2006.





·
            Net
                loans outstanding decreased by 3.3% from $99 million as of December
                31,
                2006 to $96 million as of March 31,
                2007.





·
            Deposits
                at March 31, 2007 were $141 million, an increase of $2.7 million
                or 1.9%
                from December 31, 2006.





·
            The
                Company realized net income of $337,324 for the three-month period
                ended
                March 31, 2007. This compares to net income of $341,805 for the
                three-month period ended March 31, 2006. The decrease is attributable
                to
                merger related expenses of $95,653 incurred during
                2007.





9


·
            Net
                interest income, the Company’s main source of income, was $1.6 million
                during the three-month period ended March 31, 2007 compared to $1.4
                million for the same period in 2006. This represents an increase
                of 13.8%
                for the three-months ended March 31, 2007 as compared to the same
                period
                in 2006.





·
            Non-interest
                income decreased by $52,204 or 16.6%, for the three-month period
                ended
                March 31, 2007, as compared to the three-month period ended March
                31,
                2006.





·
            Non-interest
                expenses increased by $142,980 or 12.4% including merger related
                expenses
                of $95,653, for the three-month period ended March 31, 2007, as compared
                to the same period in 2006.





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





In
      2003,
      County National Bank leased real property located at 504 and 506 Camp Meade
      Road, Linthicum, Maryland for use as a branch site. The Bank started
      construction of the branch in the first quarter of 2007 with expected completion
      during the third quarter of 2007.





**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 Company’s annual audited consolidated financial statements
      included in Form 10-KSB for the year ended December 31, 2006. 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 $3,295,345 (2.1%) to $164,087,843 at March 31, 2007 from $160,792,498
      at December 31, 2006. The increase in federal funds sold comprised the majority
      of the increase in total assets. The increase in assets was funded primarily
      by
      the increase in liabilities, primarily deposits, of $3,041,751 (2.2%) during
      the
      first three months of 2007. The increase in federal funds sold is attributable
      to the reduction in the loan portfolio through loan pay-offs and the principal
      payments and maturities in the investment portfolio.




10




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) decreased by $3,308,770 (3.3%) to $95,658,860 at March 31, 2007 from
      $98,967,630 at December 31, 2006. This decrease was primarily attributable
      to
      the decrease in commercial loans resulting from lower uses of available customer
      credit lines as well as loan payoffs. Increases in commercial real estate loans
      were generally offset by decreases in residential real estate loans reflecting
      normal loan payoff and loan origination activities. Loans receivable, net,
      comprised 58.3% of total assets ($164,087,843) at March 31, 2007 and 61.5%
      of
      total assets ($160,792,498) as of December 31, 2006.





The
      allowance for loan losses was $1,025,000 (1.06% of loans) at March 31, 2007
      and
      $1,010,000 (1.01% of loans) at December 31, 2006. At March 31, 2007 and December
      31, 2006, CN Bancorp has one loan on non-accrual status which is in process
      of
      collection with a carrying amount of $40,000. The loan is secured by real estate
      with an estimated value in excess of that needed to satisfy the loan amount.
      The
      amount of the specific allowance for loan losses for this loan was $5,000 at
      March 31, 2007 and December 31, 2006. Unrecognized interest on the loan at
      March
      31, 2007 is approximately $900. CN Bancorp is not committed to lend funds to
      debtors whose loans are on non-accrual status or are considered impaired. There
      were no loans past due ninety days and still accruing interest at March 31,
      2007
      or December 31, 2006.





At
      March
      31, 2006 non-accrual loans totaled $90,140 and were comprised of three
      commercial loans: a $49,667 loan secured by real estate, a $34,473 loan secured
      by personal property and a $6,000 unsecured loan. Specific loss reserves of
      $29,783 have been established for these loans at March 31, 2006.





Loans
      receivable, net is comprised of the following:





**March
                31,**
            
            **December
                31,****2007**
            
            **2006**Real
                estate -construction
            
            $
            8,702,553
            
            $
            8,325,314Residential
                real estate
            
            
            24,247,010
            
            
            26,970,493Commercial
                real estate
            
            
            40,851,289
            
            
            38,698,570Commercial-other
            
            
            19,542,722
            
            
            22,556,404Consumer
            
            
            3,390,398
            
            
            3,447,62496,733,972
            
            
            99,997,405Unearned
                loan fees and costs, net
            
            
            (50,112
            )
            
            (19,775
            )Allowance
                for loan losses
            
            
            (1,025,000
            )
            
            (1,010,000
            )$
            95,658,860
            
            $
            98,967,630





The
      securities portfolio at March 31, 2007 amounted to $23,590,213, a decrease
      of
      $1,223,922, or 4.9% from the amount at December 31, 2006. Available for sale
      investment securities decreased to $15,199,288 at March 31, 2007 from
      $16,278,622 at December 31, 2006. Held to maturity securities decreased to
      $7,605,625 at March 31, 2007 from $7,741,713 at December 31, 2006. The carrying
      value of available for sale securities includes net unrealized losses of
      $243,340 at March 31, 2007 (reflected as unrealized loss of $149,386 in
      stockholders’ equity after deferred taxes) as compared to net unrealized losses
      of $303,986 ($186,617 after deferred taxes) as of December 31, 2006. Funds
      derived from the reduction of the securities portfolio were used to increase
      federal funds sold.





Deposits
      are the major source of funds for lending and investment activities. Deposits
      increased $2,709,822 (1.9%) to $141,372,999 at March 31, 2007 from $138,663,177
      at December 31, 2006. Non-interest bearing deposits increased $4,742,064 or
      12.5%, savings deposits decreased $2,317,499 or 5.1%, interest bearing demand
      deposits decreased $650,535 or 4.6% and certificates of deposit increased
      $935,792 or 2.3% during the three months ended March 31, 2007. Approximately
      $3.5 million of the increase in non-interest bearing deposits resulted from
      a
      large deposit on March 30, 2007. Most of these funds were withdrawn during
      April
      2007. Certificates of deposit in amounts of $100,000 and over totaled
      $14,799,358 at March 31, 2007 and $15,259,591 at December 31, 2006.





11




Deposits
      are comprised of the following:


**March
                31,**
            
            **December
                31,****2007**
            
            **2006**Non-interest
                bearing deposits
            
            $
            42,688,895
            
            $
            37,946,831Savings
                deposits
            
            
            43,521,927
            
            
            45,839,426Interest
                bearing demand deposits
            
            
            13,638,257
            
            
            14,288,792Certificates
                of deposit
            
            
            41,523,920
            
            
            40,588,128$
            141,372,999
            
            $
            138,663,177





Total
      stockholders’ equity was $20,945,960 at March 31, 2007 representing an increase
      of $253,594 from December 31, 2006. The increase from December 31, 2006 was
      attributable to earnings of $337,324 and a decrease in unrealized losses on
      available for sale investment securities, net of taxes, of $37,231 less
      dividends declared of $120,961 ($0.07 per share).





**RESULTS
      OF OPERATIONS**




*Net
      income*





Net
      income for the three months ended March 31, 2007 was $337,324 or $.20 per share
      ($.19 per share fully diluted), a decrease of $4,481, or 1.3%, from $341,805
      or
      $.20 per share ($.20 per share fully diluted) during the three months ended
      March 31, 2006. Net income decreased during the first quarter of 2007 as
      compared to the first quarter of 2006 as the result of merger related expenses
      of $95,653 being incurred during the first quarter of 2007, which expenses
      are
      not deductible for income tax purposes.




*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
      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 average
      earning assets.





Total
      interest income increased by $501,651 or 25.1% to $2,498,280 for the three
      months ended March 31, 2007 as compared to $1,996,629 for the first three months
      of 2006. This increase in interest income was attributable to the increase
      in
      yields on earning assets during 2007 as well as the increase in average interest
      earning assets. Interest rate levels have increased since 2006 and lower earning
      assets were replaced by higher interest rate assets. Average interest earning
      assets increased by approximately $14,724,000 or 10.7% to $151,808,000 in the
      first three months of 2007 as compared to $137,084,000 in the first three months
      of 2006, and the yield on the interest earning assets increased to 6.58% in
      the
      first three months of 2007 from 5.82% in the first three months of 2006. Average
      earning assets increased because of funds received from increases in
      deposits.





Interest
      expense increased by $305,948 or 52.7% to $886,264 for the three months ended
      March 31, 2007 as compared to $580,316 during the first three months of 2006.
      This increase was attributable to increased market interest rates and an
      increase in average interest bearing liabilities. Average interest bearing
      liabilities increased by approximately $11,157,000 or 12.3% to $102,181,000
      in
      the three months ended March 31, 2007 as compared to $91,024,000 in the three
      months ended March 31, 2006, while the cost of the interest bearing funds
      increased to 3.47% in the first three months of 2007 from 2.55% in the first
      three months of 2006.




12





Net
      interest income increased by $195,703 or 13.8% during the three months ended
      March 31, 2007 as compared to the three months ended March 31, 2006. Net
      interest income increased because of the increase in interest earning assets
      and
      the increase in the market interest rates. The increase in net interest income
      resulted from additional interest income from increased earning assets and
      yields exceeding the increase in interest expense from more interest bearing
      deposits and higher interest rate cost. The net interest spread decreased from
      3.27% in 2006 to 3.11% in 2007. The net interest margin was 4.25% and 4.13%
      in
      the three months ended March 31, 2007 and March 31, 2006,
      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 three months ended March 31, 2007 and 2006:





**AVERAGE
                BALANCES, RATES AND INTEREST INCOME AND
                EXPENSE**


**Three
                Months Ended March 31,*****(in
                thousands)***
            
            
            
            **2007**
            
            
            
            
            
            **2006****Average**
            
            
            
            **Yield/**
            
            **Average**
            
            
            
            **Yield/****Balance**
            
            **Interest**
            
            **Rate**
            
            **Balance**
            
            **Interest**
            
            **Rate****Assets:**Interest-Earning
                Assets:Federal
                funds sold
            
            $
            27,664
            
            $
            359
            
            
            5.19
            %
            $
            11,246
            
            $
            123
            
            
            4.37
            %Interest
                bearing deposits
            
            
            1,895
            
            
            26
            
            
            5.49
            %
            
            2,889
            
            
            27
            
            
            3.74
            %Investment
                securities
            
            
            24,486
            
            
            241
            
            
            3.94
            %
            
            32,888
            
            
            282
            
            
            3.43
            %Loans
                receivable
            
            
            98,780
            
            
            1,872
            
            
            7.58
            %
            
            90,947
            
            
            1,564
            
            
            6.88
            %Allowance
                for loan losses
            
            
            (1,017
            )
            
            -
            
            
            -
            
            
            (886
            )
            
            -
            
            
            -97,763
            
            
            1,872
            
            
            7.66
            %
            
            90,061
            
            
            1,564
            
            
            6.95
            %Total
                Interest Earning Assets
            
            
            151,808
            
            
            2,498
            
            
            6.58
            %
            
            137,084
            
            
            1,996
            
            
            5.82
            %Non-interest
                Earning Assets
            
            
            11,008
            
            
            
            
            
            
            
            
            11,241****Total Assets
            
            $
            162,816
            
            
            
            
            
            
            
            $
            148,325**Liabilities
                and Stockholders' Equity:**Interest
                -Bearing Liabilities:Interest
                bearing demand deposits
            
            $
            14,424
            
            $
            38
            
            
            1.05
            %
            $
            17,073
            
            $
            35
            
            
            0.82
            %Savings
                accounts
            
            
            45,132
            
            
            408
            
            
            3.62
            %
            
            38,232
            
            
            256
            
            
            2.68
            %Time
                deposits
            
            
            41,409
            
            
            436
            
            
            4.21
            %
            
            34,220
            
            
            284
            
            
            3.32
            %Securities
                sold under agreementsto
                repurchase
            
            
            1,216
            
            
            4
            
            
            1.32
            %
            
            1,499
            
            
            5
            
            
            1.33
            %Total
                Interest Bearing Liabilities
            
            
            102,181
            
            
            886
            
            
            3.47
            %
            
            91,024
            
            
            580
            
            
            2.55
            %Non-interest
                Bearing Liabilities:Demand
                deposits
            
            
            38,626
            
            
            
            
            
            
            
            
            36,712Other
            
            
            1,177
            
            
            
            
            
            
            
            
            1,118Total
                Liabilities
            
            
            141,984
            
            
            
            
            
            
            
            
            128,854Stockholders'
                Equity
            
            
            20,832
            
            
            
            
            
            
            
            
            19,471****Total Liabilities and Equity
            
            $
            162,816
            
            
            
            
            
            
            
            $
            148,325Net
                Interest Income
            
            
            
            
            $
            1,612
            
            
            
            
            
            
            
            $
            1,416Net
                Interest Spread
            
            
            
            
            
            
            
            
            3.11
            %
            
            
            
            
            
            
            
            3.27
            %Net
                Interest Margin
            
            
            
            
            
            
            
            
            4.25
            %
            
            
            
            
            
            
            
            4.13
            %Ratio
                of Interest-Earning Assetsto
                Interest-Bearing Liabilities
            
            
            148.57
            %
            
            
            
            
            
            
            
            150.60
            %


*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 three months of 2007
      versus the first three months of 2006. 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.





13




**2007
                vs. 2006****Increase
                (Decrease)****Volume**
            
            
            **Rate**
            
            
            **Total****Interest-Earning
                Assets:**Federal
                funds sold and interest bearingdeposits
                with banks
            
            $
            152,484
            
            $
            82,454
            
            $
            234,938Securities
            
            
            (73,423
            )
            
            31,799
            
            
            (41,624
            )Loans
                receivable
            
            
            137,111
            
            
            171,226
            
            
            308,337****Net Change in Interest Income
            
            
            216,172
            
            
            285,479
            
            
            501,651**Interest
                Bearing Liabilities:**Interest
                bearing deposits
            
            
            73,564
            
            
            233,258
            
            
            306,822Securities
                sold under agreementsto
                repurchase
            
            
            (874
            )
            
            -
            
            
            (874
            )Net
                Change in Interest Expense
            
            
            72,690
            
            
            233,258
            
            
            305,948Change
                in Net Interest Income
            
            $
            143,482
            
            $
            52,221
            
            $
            195,703





*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, credit management and
      underwriting policies changes and secured versus unsecured nature of loan
      category. At March 31, 2007, the range of the loss ratios used to determine
      estimated losses by loan category were: consumer loans - 1.6% to 2.1%;
      commercial loans - 1.2% to 1.9%; and mortgage loans - 0.3% to 1.1%. 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 also reviewed at least quarterly
      using risk ratings applied to the loans 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. Risk 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 March 31,
      2007,
      the actual allowance for loan losses was between the “low” and “high” allowance
      amounts.





The
      provision for loan losses was $14,861 during the three months ended March 31,
      2007 as compared to $49,080 for the three months ended March 31, 2006. The
      reduction in the loan portfolio and low net loan loss experience resulted in
      a
      reduced provision for loan losses during the first quarter of 2007 while
      reflecting the effect of the decline in lower risk residential real estate
      loans
      and increase in higher risk commercial real estate loans.





14


The
      allowance for loan losses represents 1.06% and 1.01% of loans receivable at
      March 31, 2007 and December 31, 2006, 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 summarizes CN Bancorp, Inc.’s loan loss experience for the three months
      ended March 31, 2007 and March 31, 2006 as well as certain ratios related to
      net
      charge-offs and the allowance for loan losses (ALL) as a percentage of the
      total
      loan portfolio.





**Three
                Months**
              **Ended**
            
            **Three
                Months**
              **Ended****March
                31, 2007**
            
            **March
                31, 2006*****(in
                thousands)*****Allowance
                for loan losses:**Beginning
                balance
            
            $
            1,010,000
            
            $
            864,000Charge-offs:Commercial
                loans
            
            
            -
            
            
            (6,665
            )Consumer
                loans
            
            
            (10,096
            )
            
            (5,618
            )(10,096
            )
            
            (13,480
            )Recoveries:Commercial
                loans
            
            
            -
            
            
            -Consumer
                loans
            
            
            10,235
            
            
            3,20310,235
            
            
            3,203Net
                recovery (charge-offs)
            
            
            139
            
            
            (9,080
            )Provision
                for loan losses
            
            
            14,861
            
            
            49,080Ending
                balance
            
            $
            1,025,000
            
            $
            904,000


**Ratios:**Net
                charge-offs to average loans
            
            
            NA
            
            
            0.01
            %Net
                charge-offs to provision for loan losses
            
            
            NA
            
            
            18.50
            %Allowance
                for loan losses to loans receivable
            
            
            1.06
            %
            
            0.99
            %




*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 decreased $52,204 or 16.6%, to
      $262,666 for the three months ended March 31, 2007 as compared to $314,870
      for
      the three months ended March 31, 2006. This decrease was primarily attributable
      to decreased service fees on depository accounts of $19,292 or 8.4% as the
      volume of overdraft fees declined and the decrease in gain on sale of assets
      of
      $25,000 in 2006 to zero in 2007.





*Non-interest
      Expense*





Non-interest
      expense was $1,298,681 during the three months ended March 31, 2007 representing
      an increase of $142,980 or 12.4%, as compared to $1,155,701 during the three
      months ended March 31, 2006. Compensation and benefits increased $35,133 (5.6%)
      because of normal salary increases and the increased number of employees
      necessary to manage the growing lending and depository activities of the
      institution. Occupancy expenses increase by $25,281 reflecting increased branch
      maintenance costs and utility expenses. Marketing expenses decreased $7,825
      (29.7%) because of decreased marketing activity. Data processing expenses
      increased $26,629 (54.8%) because of changes to data processing operations
      and
      new internet banking service programs. Some of these expenses were offset by
      reductions in other operating expenses. Merger related expenses of $95,653
      were
      incurred during the first quarter of 2007 (none in 2006). These expenses are
      comprised primarily of legal fees and professional services.




15





*Income
      Taxes*





Income
      tax expense was $223,816 (39.9% of pre-tax income) for the three months ended
      March 31, 2007 as compared to $184,597 (35.1% of pre-tax income) for the three
      months ended March 31, 2006. The increase in the effective income tax rate
      is
      primarily attributable to the lack of deductibility of the merger related
      expenses incurred during 2007.





**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 consists of cash and amounts due from banks and federal funds
      sold, totaled $35,347,008 at March 31, 2007 compared to $27,410,288 at December
      31, 2006. Additional sources of asset liquidity include interest bearing
      deposits and cash flow from the investment and loan portfolios. Securities
      classified as available-for-sale, which can provide additional sources of
      liquidity, totaled $15,199,288 and $16,278,622 as of March 31, 2007 and December
      31, 2006, respectively. However, because most of these securities were in an
      unrealized loss position at March 31, 2007, 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
      March 31, 2007.





Potential
      liability liquidity sources include our ability to attract additional deposits
      at competitive interest rates. In addition, CN Bancorp, Inc. has established
      a
      $1.5 million unsecured fed funds borrowing facility and a $15 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.




Management
      believes that 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 and therefore are generally not a source of
      liquidity needs. 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 investments in loan
      participations acquired from County National Bank as well as its investment
      in
      County National Bank. It also maintains funds in a banking account. CN Bancorp,
      Inc. pays its expenses from earning on loan participations, its own cash 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 March 31, 2007 total $1,839,430 ($2,002,067
      at
      December 31, 2006).





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 $18,214,661 at March 31, 2007 ($12,226,451 at December
      31,
      2006). We believe that we have adequate resources to fund all loan
      commitments.





16


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, 2006 were as follows:





**Year
                Ending****December
                31,**2007
            
            $
            255,1202008
            
            
            200,0642009
            
            
            172,7042010
            
            
            172,7042011
            
            
            78,704





**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****March
                31,**
              **2007**
            
            **December
                31,**
              **2006**
            
            **To
                be “Adequately Capitalized”**
            
            **To
                be “Well Capitalized”**Total
                capital:Company
            
            
            21.2
            %
            
            20.5
            %
            
            8.0
            %
            
            N/ABank
            
            
            14.8
            %
            
            14.2
            %
            
            8.0
            %
            
            10.0
            %Tier
                I:Company
            
            
            20.2
            %
            
            19.5
            %
            
            4.0
            %
            
            N/ABank
            
            
            13.8
            %
            
            13.2
            %
            
            4.0
            %
            
            6.0
            %Leverage
                Total:Company
            
            
            12.7
            %
            
            13.1
            %
            
            4.0
            %
            
            N/ABank
            
            
            8.5
            %
            
            8.5
            %
            
            4.0
            %
            
            5.0
            %





At
      March
      31, 2007 and December 31, 2006 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**





This
      report contains forward-looking statements within the meaning of
      Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934. Forward-looking statements also may be included
      in other statements that we make. All statements that are not descriptions
      of
      historical facts are forward-looking statements, which are subject to risks
      and
      uncertainties. These statements can generally be identified by the use of
      forward-looking terminology such as “believes,” “expects,” “intends,” “may,”
“will,” “should,” “anticipates” or similar terminology. These forward-looking
      statements may include, among others: 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.




17





Our
      forward-looking statements are based on information available to us today,
      and
      we will not update these statements. These forward-looking statements are
      subject to significant uncertainties because they are based upon or are affected
      by: management's estimates and 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. Because of these uncertainties, 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.




**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 13d-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 as of March 31, 2007. There
      were no changes in the Company’s internal control over financial reporting (as
      defined in Rule 13d-15 under the Securities Act of 1934) during the quarter
      ended March 31, 2007, 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.**





None.





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





None





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





None





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





None.





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





**Exhibits**





31.1
            Rule
                13a-14(a) Certification of Chief Executive Officer




31.2
            Rule
                13a-14(a) Certification of Chief Financial Officer


32.1
            Rule
                13a-14(b) Certification of Chief Executive Officer


32.2
            Rule
                13a-14(b) Certification of Chief Financial Officer





18





**SIGNATURES**





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




CN
              Bancorp,
              Inc.Date: April
              23, 2007
            By:
            /s/ Jan
              W.
              ClarkJan
              W. ClarkPresident
              and
              Chief Executive Officer


Date: April
                23, 2007
              By:
              /s/ Michael
                T. StormMichael
                T. StormChief
                Financial Officer




19