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 March 31, 2003
                        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                               (I.R.S. Employer
 Incorporation or Organization)                              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 __

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

         At April 15, 2003, the issuer had 904,297 shares of Common Stock
outstanding.
         Transitional Small Business Disclosure Format

                                  YES __ NO _X_





                                       1
<PAGE>

<TABLE>
<CAPTION>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                         CN BANCORP, INC. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                December 31, 2002 and March 31, 2003 (Unaudited)


                                                                             (Unaudited)
                                                                            March 31,             December
                                                                                                    31,
                                                                              2003                2002
                                                                         ----------------     --------------
       ASSETS

<S>                                                                           <C>                 <C>
       Cash and due from banks                                                $3,037,389          3,334,970
       Federal funds sold                                                     13,278,904         12,787,499
       Interest bearing deposits                                               1,912,816          1,925,878
       Investment securities - available for sale                              8,049,419          9,089,740
       Investment securities - held to maturity                                9,556,162          7,531,558
       Other securities                                                          511,500            496,200
       Loans receivable, net of allowance for loan losses                     64,141,415         63,367,973
       Accrued interest receivable on loans and securities                       404,178            379,795
       Property, equipment and leasehold improvements, net                     3,294,647          3,364,777
       Income taxes receivable and deferred                                      120,250             94,267
       Cash surrender value of life insurance                                  1,252,363          1,236,561
       Prepaid expenses and other assets                                         341,319            434,591
                                                                         ----------------     --------------
                    Total Assets                                            $105,900,362        104,043,809
                                                                         ================     ==============

       LIABILITIES

       Deposits                                                              $93,400,975         92,960,738
       Securities sold under agreements to repurchase                          1,852,849            987,510
       Note payable                                                                    -            250,000
       Official checks                                                           900,199            609,102
       Dividends payable                                                          26,846             25,800
       Accounts payable and accrued expenses                                     303,972            241,235

                                                                         ----------------     --------------
                    Total Liabilities                                         96,484,841         95,048,585
                                                                         ----------------     --------------


       STOCKHOLDERS' EQUITY
       Preferred 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: 894,877 shares at March 31, 2003
              and 860,000 at December 31, 2002                                 8,948,770          8,600,000
       Additional paid in capital                                               (99,521)           (99,521)
       Retained earnings                                                         525,222            441,150
       Accumulated other comprehensive income:
             Unrealized gains on securities available for sale                    41,050
                                                                                                     53,595
                                                                         ----------------     --------------

                    Total Stockholders' Equity                                 9,415,521          8,995,224
                                                                         ----------------     --------------

                   Total Liabilities and Stockholders' Equity               $105,900,362        104,043,809
                                                                         ================     ==============


                                       2
<PAGE>



                                           CN BANCORP, INC. AND SUBSIDIARY
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                For the Three Months Ended March 31, 2003 and 2002
                                                    (Unaudited)

                                                                  For the Three Months
                                                                     Ended March 31,
                                                               ----------------------------
                                                               2003                 2002
                                                          ---------------       --------------
Interest income:
   Interest and fees on loans                                 $1,018,136            1,068,899
   Federal funds sold                                             36,188               38,079
   Certificates of deposit                                         6,019               11,238
   Securities                                                    162,647              159,184
                                                          ---------------       --------------
                                                               1,222,990            1,277,400
                                                          ---------------       --------------
Interest expense:
   Certificates of deposit, $100,000 or more                      76,243               84,493
   Other deposits                                                281,785              333,186
   Note payable                                                    2,563                    -
   Repurchase agreements                                           3,073               10,197
                                                          ---------------       --------------
                                                                 363,664              427,876
                                                          ---------------       --------------

             Net interest income                                 859,326              849,524

Provision for loan losses                                         28,161               33,671
            Net interest income after                     ----------------       --------------
            provision for loan losses                            831,165              815,853
                                                          ---------------       --------------


Other income:
   Fees and service charges from
      depository accounts                                        154,396              149,856
  Gain on sales of available for sale securities                  43,623                    -
  Cash surrender value of life insurance increase                 15,802                    -
  Other income                                                    20,289               30,695
                                                          ---------------       --------------
                                                                 234,110              180,551
                                                          ---------------       --------------
Operating expenses:
   Compensation and related expenses                             468,744              421,701
   Occupancy expense                                              81,276               67,571
   Depreciation and amortization                                  83,255               81,676
   Consulting expense                                             14,598               16,476
   Data processes expense                                         41,776               45,039
   Director fees                                                  19,450               18,350
   Marketing expense                                              18,699               18,847
   Equipment maintenance costs                                    21,885               17,371
   Stationery and office supplies                                 17,452               20,435
   Other operating expenses                                      137,565              121,339
                                                          ---------------       --------------
                                                                 904,700              828,805
                                                          ---------------       --------------
Net income before income taxes                                   160,575              167,599
Income tax expense                                                49,657               56,439
                                                                                --------------
                                                          ---------------
             NET INCOME                                         $110,918              111,160
                                                          ===============       ==============

Basic earnings per share                                            $.13                 $.13
                                                          ===============       ==============
Diluted earnings per share                                          $.10                 $.11
                                                          ===============       ==============
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>




                                                CN BANCORP, INC. AND SUBSIDIARY
                                        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                             For the year ended December 31, 2002 and
                                          Three Months Ended March 31, 2003 (Unaudited)

                                                                                                 Accumulated
                                                             Additional                             Other
                                              Common           Paid in         Retained         Comprehensive
                                              Stock            Capital         Earnings            Income              Total
                                           -------------     ------------    -------------    ------------------    ------------

<S>                                         <C>               <C>               <C>                     <C>         <C>
December 31, 2001                             8,600,000         (99,521)          175,615                 1,228       8,677,322
Comprehensive income:
   Net income in 2002                                                             394,535

   Change in unrealized gains and
     losses on securities available
     for sale, net of taxes of $41,157                                                                   85,465

  Reclassification adjustment for gains
    included in net income, net of
    tax of $14,320                                                                                     (33,098)

        Total comprehensive income                                                                                      446,902


Dividends ($.15 per share)                                                      (129,000)                             (129,000)
                                           -------------     ------------    -------------    ------------------    ------------
December 31, 2002                            $8,600,000         (99,521)          441,150                53,595       8,995,224
                                           -------------     ------------    -------------    ------------------    ------------


Comprehensive income- unaudited:
   Net income March 31, 2003                                                      110,918

   Change in unrealized gains and
     losses on securities available
     for sale, net of taxes of $8,369                                                                    16,246

  Reclassification adjustment for gains
    included in net income, net of
    tax of $14,832                                                                                     (28,791)

           Total comprehensive income                                                                                    98,373


Proceeds from sale of common stock,
    net of offering costs of $156,947           348,770                                                                 348,770

 Dividends ($.03 per share)                                                      (26,846)                              (26,846)

                                           -------------     ------------    -------------    ------------------    ------------
March 31, 2003                               $8,948,770         (99,521)          525,222                41,050       9,415,521
                                           =============     ============    =============    ==================    ============

</TABLE>





                                       4
<PAGE>
<TABLE>
<CAPTION>


                                                CN BANCORP, INC. AND SUBSIDIARY
                                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      For the Three Months ended March 31, 2003 and 2002
                                                         (Unaudited)

                                                                                           For the Three Months Ended
                                                                                                    March 31,
                                                                                        ----------------------------------
                                                                                          2003                  2002
                                                                                     ----------------      ----------------
<S>                                                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                                  $110,918               111,160
Adjustments to reconcile net income to net cash
  provided by operations:
  Depreciation and amortization of property,
      equipment and leasehold improvements                                                    83,255                81,676
  Gain on sales of securities                                                               (43,623)                     -
  Increase in accrued interest receivable                                                   (24,383)              (65,234)
  Deferred income taxes                                                                     (19,520)                11,759
  Provision for loan losses                                                                   28,161                33,671
  Decrease (increase) in other assets                                                         93,272              (63,436)
  Increase in other liabilities                                                               88,537               104,744
  Increase in official checks                                                                291,097                10,952
  Increase in cash surrender value of life insurance                                        (15,802)                     -
  Amortization of premium/discount and other                                                   5,496                     -
                                                                                     ----------------      ----------------
Net cash provided by operating activities                                                    597,408               225,292
                                                                                     ----------------      ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans                                                                      (801,603)           (3,700,026)
Redemption of (investment in) interest bearing deposits                                       13,062               (2,799)
Investment in securities - available for sale                                            (3,005,000)           (3,500,000)
Investment in securities - held to maturity                                              (3,030,938)                     -
Investment in other securities                                                              (15,300)                     -
Principal proceeds from redemption of securities                                           2,038,430               250,013
Proceeds from sales of available for sale securities                                       3,032,344                     -
Purchase of property, equipment and leasehold
  improvements                                                                              (13,125)              (16,657)
                                                                                     ----------------      ----------------
Net cash used by investing activities                                                    (1,782,130)           (6,969,469)
                                                                                     ----------------      ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits including interest credited                                         440,237             5,566,946
Net increase in securities sold under agreements to repurchase                               865,339             2,618,256
Note payable repayment                                                                     (250,000)                     -
Sale of common stock, net of offering costs                                                  348,770                     -
Dividends paid                                                                              (25,800)              (25,799)

                                                                                     ----------------      ----------------
Net cash provided by financing activities                                                  1,378,546             8,159,403
                                                                                     ----------------      ----------------







                                       5
<PAGE>







                                        CN BANCORP, INC. AND SUBSIDIARY
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 For the Three Months ended March 31, 2003 and 2002
                                                 (Unaudited)

                                                                                           For the Three Months Ended
                                                                                                   March 31,
                                                                                        ---------------------------------
                                                                                          2003                  2002
                                                                                     ----------------      ----------------

Net increase in cash                                                                        $193,824             1,415,226
Cash at beginning of period                                                               16,122,469             9,121,761

                                                                                     ----------------      ----------------
Cash at end of period                                                                    $16,316,293            10,536,987
                                                                                     ================      ================


Cash and cash equivalents consist of:
     Cash and due from banks                                                              $3,037,389             2,108,322
     Federal funds sold                                                                   13,278,904             8,428,665
                                                                                     ----------------      ----------------
                                                                                         $16,316,293            10,536,987
                                                                                     ================      ================


SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid on deposits and repurchase agreements                                         $373,379               431,333
                                                                                     ================      ================

Income taxes paid                                                                            $10,000                 5,000
                                                                                     ================      ================





</TABLE>







                                       6
<PAGE>


                         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 reclassification
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, 2003 are not necessarily indicative of the results that may be
expected for the year ended December 31, 2003. These unaudited consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and footnotes for the year ended December 31, 2002.

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, 2002 and March 31, 2003.

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. Dilutive 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, calculated using the treasury stock method.
<TABLE>
<CAPTION>

                                                                    Three Months Ended March 31:
                                                                    2003                      2002
                                                              -----------------          ---------------

<S>                                                                    <C>                      <C>
         Weighted average shares outstanding                           864,559                  860,000
         Common stock equivalents                                      254,858                  184,593
         Average common shares and equivalents                       1,119,417                1,044,593
         Net income                                                   $110,918                 $111,160
         Basic earnings per share                                         $.13                     $.13
         Diluted earnings per share                                       $.10                     $.11
</TABLE>

                                       7
<PAGE>

Note F - Recent Accounting Pronouncements

         In November, 2002, FASB issued Interpretation No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others", an Interpretation of FASB Statements No.
5, 57, and 107 and rescission of FASB Interpretation No. 34. This Interpretation
elaborates on the disclosures to be made by a guarantor in its financial
statements about its obligations under certain guarantees that it has issued.
The Interpretation also clarifies that a guarantor is required to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The provisions for this Interpretation are
applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. This statement did not require any changes in the Company's
accounting or reporting practices.

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. should be read in conjunction with CN
Bancorp, Inc.'s audited consolidated financial statements, including the related
footnotes.

FINANCIAL CONDITION

         CN Bancorp, Inc. continues to experience asset growth since it started
operations in December 1996. Assets increased $1,856,553 (1.8%) to $105,900,362
at March 31, 2003 from $104,043,809 at December 31, 2002. Increases in loans and
securities comprised the majority of the increase in total assets. The increase
in assets was funded by increases in liabilities of $1,436,256 (1.5%) during the
first three months of 2003. The increase in liabilities was primarily
attributable to the increase in deposits.

         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 $773,442 (1.2%) to $64,141,415 at March 31,
2003 from $63,367,973 at December 31, 2002. This increase was attributable to
the increase in commercial real estate loans. Loans receivable, net comprised
60.6% of assets ($105,900,362) at March 31, 2003 and 60.9% of assets
($104,043,809) as of December 31, 2002.

         The allowance for loan losses was $766,500 (1.18% of loans) at March
31, 2003 and $745,000 (1.16% of loans) at December 31, 2002. At March 31, 2003,
non-interest accrual loans, all of which are commercial loans, totaled $201,068
(.3% of total loans and .2% of assets) as compared to $275,063 (.4% of total
loans and .3% of assets) at December 31, 2002. The allowance for loan losses was
381.3% of non-performing loans at March 31, 2003 (270.1% at December 31, 2002).
There were no loans past due ninety days and still accruing interest at March
31, 2003 or December 31, 2002.

         Loans receivable, net is comprised of the following at March 31:
<TABLE>
<CAPTION>

                                                          March 31,       December 31,
                                                      ------------------ ---------------
                                                            2003            2002
                                                      ------------------ ---------------
<S>                                                          <C>              <C>
                 (In thousands)
                 Real estate -construction                   $3,037,410       2,970,087
                 Residential real estate                     17,421,777      17,418,572
                 Commercial real estate                      23,718,274      22,414,036
                 Commercial-other                            16,027,372      16,468,693
                 Installment and other                        4,687,695       4,816,728
                                                      ------------------ ---------------
                                                             64,892,528      64,088,116
                 Unearned loan fees and costs, net               15,387          24,857
                                                      ------------------ ---------------
                                                             64,907,915      64,112,973
                 ALLL                                         (766,500)       (745,000)
                                                      ------------------ ---------------
                                                            $64,141,415      63,367,973
                                                      ================== ===============
</TABLE>

                                       8
<PAGE>



         The securities portfolio at March 31, 2003 amounted to $18,117,081, an
increase of $999,583, or 5.8% from the amount at December 31, 2002 as funds
obtained through deposit increases, and not invested in loans, were invested in
securities. Available for sale investment securities decreased to $8,049,419 at
March 31, 2003 from $9,089,741 at December 31, 2002. Held to maturity securities
increased to $9,556,162 at March 31, 2003 from $7,531,558 at December 31, 2002.
The carrying value of available for sale securities includes net unrealized
appreciation of $62,197 at March 31, 2003 (reflected as unrealized appreciation
of $41,050 in stockholders' equity after deferred taxes) as compared to net
unrealized appreciation of $81,205 ($53,595 net of taxes) as of December 31,
2002.

         Deposits are the major source of funds for lending and investment
activities. Deposits increased $440,237 (0.5%) to $93,400,975 at March 31, 2003
from $92,960,738 at December 31, 2002. Non-interest bearing deposits increased
11.6%, savings deposits increased 5.5%, interest bearing demand deposits
decreased 9.7% and certificates of deposit decreased 5.7% during the three
months ended March 31, 2003.

         Total stockholders' equity was $9,415,521 at March 31, 2003
representing an increase of $420,297 from December 31, 2002. The increase from
December 31, 2002 was attributable to earnings of $110,918, proceeds from the
sale of common stock of $348,770, less a decrease in unrealized gains on
available for sale investment securities of $12,545 and dividends of $26,846
($0.03 per share).

         At March 31, 2003, we continued to exceed all regulatory capital
requirements to be considered a "well capitalized" financial institution under
federal regulations.

RESULTS OF OPERATIONS

Net income

         Net income for the three months ended March 31, 2003 was $110,918 or
$.13 per share ($.10 per share fully diluted), a decrease of $242, or 0.2%, from
$111,160 or $.13 per share ($.11 per share fully diluted) during the three
months ended March 31, 2002. CN Bancorp, Inc.'s return on average equity,
annualized, was 4.96% and 5.16% for the three months ended March 31, 2003 and
2002, respectively. The return on average assets, annualized, was .44% and .48%
for the three months ended March 31, 2003 and 2002, respectively. Net income for
the three months ended March 31, 2003 declined slightly from net income for the
three months ended March 31, 2002 because increases in net interest income and
non-interest income were less than the increase in operating expenses. Net
interest income was adversely effected by a decline in the net interest yield
and net interest margin.

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 decreased by $54,410 or 4.3% to $1,222,990 for
the three months ended March 31, 2003 as compared to the first three months of
2002. This decrease was primarily attributable to reduced market interest rate
levels. The effect on interest income of decreasing interest rates was somewhat
offset by increases in interest earning assets during the three months ended
March 31, 2003 as compared to the three months ended March 31, 2002. Average
interest earning assets increased by approximately $10,293,000 to $95,390,000 in
the first three months of 2003 as compared to $85,097,000 in the first three
months of 2002 and the yield on the interest earning assets declined to 5.20% in
the first three months of 2003 from 6.09% in the first three months of 2002.

         Interest expense decreased by $64,212 or 15.0% to $363,664 for the
three months ended March 31, 2003 as compared to $427,876 during the first three
months of 2002. This decrease was primarily attributable to reduced market
interest rates. The reduction in interest expense from reduced interest rates


                                       9
<PAGE>

was offset in part by expenses resulting from an increase in average interest
bearing liabilities during the three months ended March 31, 2003 as compared to
the three months ended March 31, 2002. Average interest bearing liabilities
increased by approximately $7,731,000 to $71,639,000 in the three months ended
March 31, 2003 as compared to $63,908,000 in the three months ended March 31,
2002 and the cost of the interest bearing funds declined to 2.06% in the first
three months of 2003 from 2.71% in the first three months of 2002.

         Net interest income increased by $9,802 or 1.2% during the three months
ended March 31, 2003 as compared to the three months ended March 31, 2002. Net
interest income increased because the net interest income on the growth of
interest earning assets and interest bearing liabilities exceeded the effect of
the declines in market interest rates. The net interest spread was 3.14% and
3.38% in the three months ended March 31, 2003 and March 31, 2002, respectively.
The net interest margin was 3.65% and 4.05% in the three months ended March 31,
2003 and March 31, 2002, 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 month ended March 31, 2003 and 2002:
<TABLE>
<CAPTION>

                         AVERAGE BALANCES, RATES AND INTEREST INCOME AND EXPENSE

                                                              Three Months Ended March 31,
(in thousands)                                             2003                          2002
                                             ------------------------------ ------------------------------
                                              Average              Yield/    Average              Yield/
                                              Balance    Interest   Rate     Balance   Interest    Rate
                                             ------------------------------ ------------------------------
<S>                                             <C>            <C>   <C>        <C>         <C>     <C>
Assets:
Interest-Earning Assets:
  Federal funds sold                            $12,129        $36   1.20%      $8,885      $ 38    1.73%
  Interest bearing deposits                       1,925          6   1.26%       2,918        11    1.53%
  Investment securities                          18,594        163   3.56%      12,646       159    5.10%

  Loans receivable                               63,498      1,018   6.50%      61,433     1,069    7.06%
     Allowance for loan losses                    (756)          -       -       (785)         -        -
                                             ------------------------------ ------------------------------
                                                 62,742      1,018   6.58%      60,648     1,069    7.15%
                                             ------------------------------ ------------------------------
     Total Interest Earning Assets               95,390      1,223   5.20%      85,097     1,277    6.09%
                                             ------------------------------ ------------------------------
Non-interest Earning Assets                       8,359                          7,390
                                             -----------                    -----------
          Total Assets                         $103,749                        $92,487
                                             ===========                    ===========
Liabilities and Stockholders' Equity:
Interest -Bearing Liabilities:
  Interest bearing demand deposits              $12,834        $19   0.60%     $10,980      $ 25    0.92%
  Savings accounts                               22,759         59   1.05%      19,049        74    1.58%
  Time deposits                                  34,135        280   3.33%      30,569       318    4.22%
  Note payable                                      250          3   4.87%           -         -        -
  Securities sold under agreements
    to repurchase                                 1,661          3    .73%      3,310        10     1.23%
                                             ------------------------------ ------------------------------
     Total Interest Bearing Liabilities           71,639       364   2.06%     63,908       427    2.71%
                                             ------------------------------ ------------------------------
Non-interest Bearing Liabilities:
  Demand deposits
                                                 22,942                         19,734
  Other                                             250                            231
                                             -----------                    -----------
         Total Liabilities                       94,831                         83,873
Stockholders' Equity                              8,918                          8,614
                                             -----------                    -----------
         Total Liabilities and Equity          $103,749                        $92,487
                                             ===========                    ===========
                                                        -----------                    ----------
Net Interest Income                                           $859                          $850
                                                        ===========                    ==========

Net Interest Spread                                                  3.14%                          3.38%
Net Interest Margin                                                  3.65%                          4.05%
Ratio of Interest-Earning Assets
  to Interest-Bearing Liabilities               133.15%                        133.16%
Yields on securities are calculated based on amortized cost.
Nonaccruing loans are included in the average loan balances outstanding.


</TABLE>

                                       10
<PAGE>

Provision for Loan Losses

         The provision for loan losses represents the amount charged against
earnings and is determined based upon several factors including: a continuous
review of delinquency rates; delinquent, classified and nonaccrual loans, large
loans and overall portfolio quality; regular examination and review of the
portfolio by regulatory authorities and third party loan review firms;
analytical review of loan charge off experience; historical experience;
concentrations of risk, if any; and management's judgment relative to economic
conditions and the nature of the portfolio. Originating loans involves a degree
of risk that credit losses will occur in varying amounts according to, among
other factors, the type of loans being made, the credit-worthiness of the
borrowers over the term of the loans, the quality of the collateral for the
loan, if any, as well as general economic conditions. 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 peer group loss
ratios adjusted for the effect of current economic conditions (currently
weakened), any industry concentration or identified weakness in an industry
(none currently), credit management and underwriting policies changes, secured
versus unsecured nature of loan category and adjustments to the peer group
losses based upon local considerations. In particular, peer group loss ratios
are modified to recognize that CN Bancorp, Inc.'s loans are primarily to small
and medium size businesses which do not necessarily have the resources to timely
adjust to changes in economic conditions. CN Bancorp, Inc. uses peer group loss
ratios because its loan portfolio has not been tested during all economic
business cycles since it has only been operating since December 1996. CN
Bancorp, Inc.'s actual losses have been lower than those of its peer group.

         The adequacy of the allowance for loan losses is reviewed at least
quarterly. Loans are assigned a risk rating upon inception based upon risk
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 standard
deviations and loan concentrations are quantified based upon management's
estimations of loss exposure. Loss percentages used are generally based upon
management's best estimates as we have limited historical loss data because of
the relative short period of time that we have been operating. 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 falls in, and is reasonably situated within, the range. In
addition, on at least a quarterly basis, we compare our allowance for loan
losses (as a percent of loans) to peer group levels to ascertain the
reasonableness of our estimates.

         The provision for loan losses was $28,161 during the three months ended
March 31, 2003 as compared to $33,671 for the three months ended March 31, 2002.
The provision for loan losses did not increase as the loans increased primarily
because the majority of the loan increase was in real estate secured loans which
have low loss estimates.

         The allowance for loan losses represents 1.18% and 1.16% of loans
receivable at March 31, 2003 and December 31, 2002, 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 three months ended
March 31, 2003 and March 31, 2002 as well as


                                       11
<PAGE>

certain ratios related to net charge-offs and the allowance for loan losses
(ALL) as a percent of the total loan portfolio.
<TABLE>
<CAPTION>

                         Three Months Ended Three Months
                                                                              Ended
                                                  March 31, 2003          March 31, 2002
                                               ---------------------  -----------------------
<S>                                                         <C>                       <C>
(in thousands)
Loans receivable before ALL                                                          $64,098
                                                            $64,908
                                               =====================  =======================
Average loan balances                                       $63,498                  $61,433
                                               =====================  =======================
Allowance for loan losses:
Beginning balance                                           $   745                  $   781

   Charge-offs:
      Commercial loans                                            -                     (85)
      Consumer loans                                            (6)                        -
   Recoveries                                                     -                        -
   Provision for loan losses                                     28                       34
                                               ---------------------  -----------------------
Ending balance                                                 $767                     $730
                                               =====================  =======================
Ratios:
Net charge-offs to average loans                              0.01%                    0.14%
Net charge-offs to provision for loan losses                 21.43%                  250.00%
Allowance for loan losses to loans receivable                 1.18%                    1.14%
</TABLE>

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 $53,559 or 29.7%, to $234,110 for the three months ended March 31,
2003 as compared to $180,551 for the three months ended March 31, 2002. This
increase was primarily attributable to gains on sales of securities of $43,623
in the three months ended March 31, 2003 (none in 2002). Also, contributing to
the increase in non-interest income was the increase in cash surrender value of
owned life insurance policies of $15,802.

Non-interest Expense

         Non-interest expense was $904,700 during the three months ended March
31, 2003 representing an increase of $75,895 or 9.2%, as compared to $828,805
during the three months ended March 31, 2002. Compensation and benefits
increased $47,043 (11.2%) because of normal salary increases, an increase in the
number of employees necessary to manage the increased lending and depository
activities of the institution as well as increases in benefit expenses resulting
from additional benefits. Occupancy expenses increased $13,705 (20.3%) primarily
from increased maintenance and repair expenses and utility costs. The increased
size of the Company has resulted in more deposit and loan accounts and
associated activity resulting in increased other operating expenses.

Income Taxes

         Income tax expense was $49,657 (30.9% of pre-tax net income) for the
three months ended March 31, 2003 as compared to $56,439 (33.7% of pre-tax net
income) for the three months ended March 31, 2002. The decrease in the effective
tax rate in the three months ended March 31, 2003 versus the three months ended
March 31, 2002 reflects higher levels of tax exempt interest income for state
tax purposes and tax exempt income during the first quarter of 2003 (none in the
first quarter of 2002) from bank owned life insurance contracts.


                                       12
<PAGE>

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 fluctuations in the balance sheet and provide
funds for 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 $16,316,293 at March 31, 2003 compared to
$16,122,469 at December 31, 2002. Additional sources of asset liquidity include
funds held in time deposits and cash flow from the investment and loan
portfolios. Liquidity needs may also be met by selling securities available for
sale, selling loans or raising additional capital. At March 31, 2003, available
for sale debt securities totaled $8,049,419 as compared to $9,089,740 at
December 31, 2002.

         Liability liquidity sources include attracting deposits at competitive
rates. In addition, CN Bancorp, Inc. has established a two million dollar line
of credit with a correspondent commercial bank as a reliable source for
short-term funds. Borrowing under this line 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 loan commitments
as well as fluctuations in deposits. 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 managing its investment in County National Bank
and holding cash. CN Bancorp, Inc. pays its expenses from 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 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, 2003 total $2,094,270
($1,998,657 at December 31, 2002).

         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. The
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 $8,869,315 at March 31, 2003 ($8,280,085 at
December 31, 2002). 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, 2002 were as follows:

                              Year Ending
                             December 31,
                          ----------------
                                 2003                           $145,875
                                 2004                            151,776
                                 2005                            151,776
                                 2006                             69,040



                                       13
<PAGE>

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 its 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 risk-based capital ratios and
leverage ratio to the minimum regulatory requirements for the indicated periods.

<TABLE>
<CAPTION>

                                                                                 Minimum Ratios
                                                                   -------------------------------------------

                                 March 31,         December 31,      To be "Adequately         To be "Well
                                    2003               2002             Capitalized"          Capitalized"
                             ------------------- ----------------- -----------------------  ------------------
<S>                                <C>                <C>                   <C>                   <C>
         Total capital             13.8%              13.9%                 8.0%                  10.0%
         Tier I                    12.7%              12.8%                 4.0%                  6.0%
         Leverage Total             8.5%               8.4%                 4.0%                  5.0%
</TABLE>

         At March 31, 2003 and December 31, 2002, CN Bancorp, Inc. 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.

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 industries 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


                                       14
<PAGE>

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
impacted in future periods by changes in economic conditions, the impact of
regulatory examinations and the discovery of information with respect to
borrowers which is not known to management at the time of the issuance of the
consolidated financial statements.


                Information Regarding Forward-Looking Statements

         CN Bancorp, Inc. may from time to time make written or oral
"forward-looking statements", including statements contained in our filings with
the Securities and Exchange Commission (including this Quarterly Report on Form
10-QSB and the exhibits thereto), which are made in good faith by CN Bancorp,
Inc. pursuant to the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include all statements
that are not historical facts. Words such as "believe," "expect," "anticipate,"
"intend," "seek," "could," "will," "predict," "potential," "continue," "may,"
"plans," "estimates" and similar expressions, or the negative of these and
similar expressions, are intended to identify such forward-looking statements.

         Forward-looking statements involve risks, uncertainties and
assumptions. Actual results may differ materially from those expressed in these
forward-looking statements. You should not put undue reliance on any
forward-looking statements. You should understand that many important factors
could cause our results to differ materially from those expressed in
forward-looking statements. These factors include, but are not limited to, our
limited market area, our dependence on several key personnel, our large
portfolio of commercial real estate and commercial loans, market value changes
on our available-for-sale securities portfolio, our competitive environment,
economic and other conditions in the markets in which we operate and
governmental regulations.

         Forward-looking statements speak only as of the date they are made, and
we undertake no obligation to update publicly any of these statements in light
of new information or future events.


Item 3. Controls and Procedures

         Within 90 days prior to the date of this report, CN Bancorp, Inc.'s
Chief Executive Officer and Chief Financial Officer evaluated the effectiveness
of the design and operation of CN Bancorp, Inc.'s disclosure controls and
procedures. Based upon that evaluation, CN Bancorp, Inc.'s Chief Executive
Officer and Chief Financial Officer concluded that CN Bancorp, Inc.'s disclosure
controls and procedures are effective. Disclosure controls and procedures are
controls and procedures that are designed to ensure that information required to
be disclosed in CN Bancorp, Inc.'s reports filed or submitted under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.

In addition, since the Chief Executive Officer's and Chief Financial Officer's
most recent review of CN Bancorp, Inc.'s internal controls, there have been no
significant changes in CN Bancorp, Inc.'s internal controls or in other factors
that could significantly affect those controls.

                           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.


                                       15
<PAGE>


Item 2.  Changes in Securities and Use of Proceeds


         (a) Not applicable.

         (b) Not applicable.

         (c) Not applicable.

         (d) (1) The effective date of the Securities Act registration statement
for which the use of proceeds information is being disclosed was January 24,
2003. The Commission file number assigned to the registration statement was
333-100460.

                  (2) The offering commenced on January 25, 2003.

                  (3) As of the date of this filing, the offering has not
terminated.

                  (4)      (i) As of the date of this filing, the offering has
                           not terminated.

                           (ii) The offering is not being underwritten.

                           (iii) CN Bancorp, Inc.'s Common Stock, $10.00 par
                           value per share, was registered in the offering.

                           (iv) CN Bancorp, Inc. registered 344,828 shares of
                           Common Stock in the offering, with an aggregate price
                           of $5,000,006. As of March 31, 2003, CN Bancorp, Inc.
                           had sold 34,877 shares, with aggregate proceeds of
                           $505,716.

                           (v) CN Bancorp, Inc. has incurred the following
                           expenses in connection with the issuance and
                           distribution of its Common Stock as of March 31,
                           2003:
<TABLE>
<CAPTION>

                                        <S>                                             <C>
                                    Underwriting discounts and commissions:             N/A
                                    Finders' fees:                                      N/A
                                    Expenses paid to or for underwriters:               N/A
                                    Other expenses:                                     $330,211
                                                                                        --------

                                    Total expenses:                                     $330,211
                                                                                        --------
</TABLE>


                           As of March 31, 2003, the Company had paid $317,311
                           of such expenses, none of which was paid, directly or
                           indirectly, to directors, officers or owners of ten
                           percent or more of any class of equity securities of
                           CN Bancorp, Inc., or to any affiliate of CN Bancorp,
                           Inc.

                           (vi) CN Bancorp, Inc. has net offering proceeds of
                           $175,505 after giving effect to the expenses
                           described in paragraph (d)(4)(v) above as of March
                           31, 2003. However, the offering is ongoing and,
                           accordingly, CN Bancorp, Inc. may receive additional
                           offering proceeds.

                           (vii) From the effective date of the registration
                           statement to March 31, 2003, CN Bancorp, Inc. used
                           the net offering proceeds for working capital.

                           (viii) The use of proceeds in (d)(4)(vii) above does
                           not represent a material change in the use of
                           proceeds described in the prospectus for the
                           offering.



                                       16
<PAGE>



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 and Reports on Form 8-K

          (a)  Exhibits

          99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002

          (b)  Reports of Form 8-K.

          No reports on Form 8-K were required to be filed for the first quarter
of 2003.





                                   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 : May 6 , 2003             By:     /s/ Jan W. Clark
                                                       -----------------------
                                                  Jan W. Clark
                                                  President and Chief Executive
                                                  Officer


                Date : May 6 , 2003             By:     /s/ Michael T. Storm
                                                       ---------------------
                                                  Michael T. Storm
                                                  Chief Financial Officer







                                       17
<PAGE>

                                CEO CERTIFICATION
                           MARCH 31, 2003 FORM 10-QSB

I, Jan W. Clark, certify that:

          1.   I have reviewed this quarterly report on Form 10-QSB of CN
               Bancorp, Inc.;
          2.   Based on my knowledge, this quarterly report does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this quarterly
               report;
          3.   Based on my knowledge, the financial statements, and other
               financial information included in this quarterly report, fairly
               present in all material respects the financial condition, results
               of operations and cash flows of the registrant as of, and for,
               the periods presented in this quarterly report;
          4.   The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in the Exchange Act Rules 13a-14 and
               15d-14) for the registrant and we have:
                    a)   designed such disclosure controls and procedures to
                         ensure that material information relating to the
                         registrant, including its consolidated subsidiaries, is
                         made known to us by others within those entities,
                         particularly during the period in which this quarterly
                         report is being prepared;
                    b)   evaluated the effectiveness of the registrant's
                         disclosure controls and procedures as of a date within
                         90 days prior to the filing date of this quarterly
                         report (the "Evaluation Date"); and
                    c)   presented in this quarterly report our conclusions
                         about the effectiveness of the disclosure controls and
                         procedures based on our evaluation as of the Evaluation
                         Date;
          5.   The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit committee of registrant's board of directors (or
               persons performing the equivalent function):
                    a)   all significant deficiencies in the design or operation
                         of internal controls which could adversely affect the
                         registrant's ability to record, process, summarize and
                         report financial data and have identified for the
                         registrant's auditors any material weaknesses in
                         internal controls; and
                    b)   any fraud, whether or not material, that involves
                         management or other employees who have a significant
                         role in the registrant's internal controls; and
          6.   The registrant's other certifying officers and I have indicated
               in this quarterly report whether or not there were significant
               changes in internal controls or in other factors that could
               significantly affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.


     Date: May 6, 2003           By:      /s/ Jan W. Clark
                                          ----------------
                                          Name:  Jan W. Clark
                                          Title:   Chairman of the Board of
                                          Directors, President, Chief Executive
                                          Officer






                                       18
<PAGE>







                                CFO CERTIFICATION
                           MARCH 31, 2003 FORM 10-QSB

I, Michael T. Storm, certify that:

          1.   I have reviewed this quarterly report on Form 10-KSB of CN
               Bancorp, Inc.;
          2.   Based on my knowledge, this quarterly report does not contain any
               untrue statement of a material fact or omit to state a material
               fact necessary to make the statements made, in light of the
               circumstances under which such statements were made, not
               misleading with respect to the period covered by this quarterly
               report;
          3.   Based on my knowledge, the financial statements, and other
               financial information included in this quarterly report, fairly
               present in all material respects the financial condition, results
               of operations and cash flows of the registrant as of, and for,
               the periods presented in this quarterly report;
          4.   The registrant's other certifying officers and I are responsible
               for establishing and maintaining disclosure controls and
               procedures (as defined in the Exchange Act Rules 13a-14 and
               15d-14) for the registrant and we have:
                    a)   designed such disclosure controls and procedures to
                         ensure that material information relating to the
                         registrant, including its consolidated subsidiaries, is
                         made known to us by others within those entities,
                         particularly during the period in which this quarterly
                         report is being prepared;
                    b)   evaluated the effectiveness of the registrant's
                         disclosure controls and procedures as of a date within
                         90 days prior to the filing date of this quarterly
                         report (the "Evaluation Date"); and
                    c)   presented in this annual report our conclusions about
                         the effectiveness of the disclosure controls and
                         procedures based on our evaluation as of the Evaluation
                         Date;
          5.   The registrant's other certifying officers and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit committee of registrant's board of directors (or
               persons performing the equivalent function):
                    a)   all significant deficiencies in the design or operation
                         of internal controls which could adversely affect the
                         registrant's ability to record, process, summarize and
                         report financial data and have identified for the
                         registrant's auditors any material weaknesses in
                         internal controls; and
                    b)   any fraud, whether or not material, that involves
                         management or other employees who have a significant
                         role in the registrant's internal controls; and
          6.   The registrant's other certifying officers and I have indicated
               in this quarterly report whether or not there were significant
               changes in internal controls or in other factors that could
               significantly affect internal controls subsequent to the date of
               our most recent evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.


             Date:  May 6, 2003              By:  /s/ Michael T. Storm
                                                  --------------------
                                             Name: Michael T. Storm
                                             Title:  Chief Financial Officer









                                       19
<PAGE>