**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 September
              30,
              2006 Commission 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 xNO o





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




YES oNO x





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: At November 6, 2006, the issuer had 1,728,011
      shares of Common Stock outstanding.




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














**PART
      I - FINANCIAL INFORMATION**





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





**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF FINANCIAL CONDITION**


**September
      30, 2006 (Unaudited) and December 31, 2005**





(Unaudited)September
                30,
            
            December
                31,2006
            
            2005ASSETSCash
                and due from banks
            
            $
            4,594,124
            
            $
            4,214,570Federal
                funds sold
            
            
            14,472,647
            
            
            11,262,328Cash
                and cash equivalents
            
            
            19,066,771
            
            
            15,476,898Interest
                bearing deposits
            
            
            1,886,208
            
            
            2,884,893Investment
                securities - available for sale
            
            
            16,351,722
            
            
            23,881,126Investment
                securities - held to maturity
            
            
            7,919,594
            
            
            8,162,452Other
                securities
            
            
            793,800
            
            
            773,800Loans
                receivable, net of allowance for loan losses of $990,000at
                September 30, 2006 and $864,000 at December 31, 2005
            
            
            97,413,412
            
            
            88,561,597Premises
                and equipment, net
            
            
            3,773,010
            
            
            3,914,253Cash
                surrender value of life insurance
            
            
            2,673,770
            
            
            2,600,679Other
                assets
            
            
            1,371,418
            
            
            1,340,144Total
                Assets
            
            $
            151,249,705
            
            $
            147,595,842LIABILITIESNon-interest
                bearing deposits
            
            $
            36,169,814
            
            $
            37,666,022Interest
                bearing deposits
            
            
            93,239,952
            
            
            89,418,414Total
                deposits
            
            
            129,409,766
            
            
            127,084,436Securities
                sold under agreements to repurchase
            
            
            148,087
            
            
            548,367Accounts
                payable and accrued expenses
            
            
            1,155,142
            
            
            866,460Total
                Liabilities
            
            
            130,712,995
            
            
            128,499,263STOCKHOLDERS’
                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: 1,724,031 shares at September 30, 2006and
                1,664,342 at December 31, 2005
            
            
            17,240,308
            
            
            16,643,415Additional
                paid-in capital
            
            
            995,459
            
            
            950,891Retained
                earnings
            
            
            2,505,792
            
            
            1,781,794Accumulated
                other comprehensive loss:Unrealized
                loss on securities available for sale
            
            
            (204,849
            )
            
            (279,521
            )Total
                Stockholders’ Equity
            
            
            20,536,710
            
            
            19,096,579Total
                Liabilities and Stockholders’ Equity
            
            $
            151,249,705
            
            $
            147,595,842








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




2





**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**For
      the Nine and Three Months ended September 30, 2006 and 2005
      (Unaudited)**




Nine
                Months Ended
            
            Three
                Months EndedSeptember
                30,
            
            September
                30,2006
            
            2005
            
            2006
            
            2005Interest
                income:Interest
                and fees on loans
            
            $
            5,126,082
            
            $
            3,933,275
            
            $
            1,868,661
            
            $
            1,396,521Federal
                funds sold
            
            
            494,504
            
            
            281,999
            
            
            215,259
            
            
            133,988Interest
                bearing deposits
            
            
            68,740
            
            
            68,228
            
            
            16,994
            
            
            22,109Securities
            
            
            837,305
            
            
            878,677
            
            
            262,361
            
            
            293,715Total
                interest income
            
            
            6,526,631
            
            
            5,162,179
            
            
            2,363,275
            
            
            1,846,333Interest
                expense:Deposits
            
            
            1,985,459
            
            
            1,380,706
            
            
            760,398
            
            
            505,585Repurchase
                agreements
            
            
            6,701
            
            
            10,081
            
            
            1,013
            
            
            2,114Total
                interest expense
            
            
            1,992,160
            
            
            1,390,787
            
            
            761,411
            
            
            507,669Net
                interest income
            
            
            4,534,471
            
            
            3,771,392
            
            
            1,601,864
            
            
            1,338,634Provision
                for loan losses
            
            
            138,534
            
            
            113,475
            
            
            36,609
            
            
            36,126Net
                interest income after provision for loan losses
            
            
            4,395,937
            
            
            3,657,917
            
            
            1,565,255
            
            
            1,302,508Non-interest
                income:Fees
                and service charges from depository accounts
            
            
            719,749
            
            
            677,377
            
            
            236,515
            
            
            260,345Gain
                on sale of foreclosed personal property
            
            
            25,000
            
            
            -
            
            
            -
            
            
            -Gain
                on sale of loans
            
            
            -
            
            
            35,437
            
            
            -
            
            
            -Increase
                in cash surrender value of life insurance
              policies
            
            
            73,091
            
            
            62,445
            
            
            24,522
            
            
            23,838Other
                income
            
            
            93,501
            
            
            90,875
            
            
            27,979
            
            
            30,359Total
                non-interest income
            
            
            911,341
            
            
            866,134
            
            
            289,016
            
            
            314,542Non-interest
                expenses:Compensation
                and related expenses
            
            
            1,937,298
            
            
            1,772,347
            
            
            659,240
            
            
            594,388Occupancy
                expense
            
            
            338,613
            
            
            328,842
            
            
            125,917
            
            
            118,285Depreciation
                and amortization
            
            
            236,189
            
            
            263,552
            
            
            79,500
            
            
            82,451Consulting
                expense
            
            
            65,483
            
            
            67,425
            
            
            20,490
            
            
            17,091Data
                processes expense
            
            
            144,149
            
            
            143,691
            
            
            48,188
            
            
            47,176Director
                fees
            
            
            82,860
            
            
            73,250
            
            
            36,270
            
            
            25,100Marketing
                expense
            
            
            81,228
            
            
            47,860
            
            
            31,796
            
            
            19,976Equipment
                maintenance costs
            
            
            93,483
            
            
            88,812
            
            
            26,284
            
            
            29,598Electronic
                funds transfer fees
            
            
            68,029
            
            
            76,250
            
            
            20,469
            
            
            24,000Stationery
                and office supplies
            
            
            56,518
            
            
            66,320
            
            
            19,642
            
            
            22,813Other
                operating expenses
            
            
            525,680
            
            
            423,480
            
            
            208,485
            
            
            142,253Total
                non-interest expenses
            
            
            3,629,530
            
            
            3,351,829
            
            
            1,276,281
            
            
            1,123,131Income
                before income taxes
            
            
            1,677,748
            
            
            1,172,222
            
            
            577,990
            
            
            493,919Income
                tax expense
            
            
            592,186
            
            
            400,224
            
            
            208,075
            
            
            168,332NET
                INCOME
            
            $
            1,085,562
            
            $
            771,998
            
            $
            369,915
            
            $
            325,587Basic
                earnings per share
            
            $
            .63
            
            $
            .54
            
            $
            .21
            
            $
            .23Diluted
                earnings per share
            
            $
            .63
            
            $
            .51
            
            $
            .21
            
            $
            .21Dividends
                declared
            
            $
            .21
            
            $
            .15
            
            $
            .07
            
            $
            .05








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




3


**CN
      BANCORP, INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE INCOME**


**For
      the Nine and Three Months ended September 30, 2006 and 2005
      (Unaudited)**




Nine
                Months Ended
            
            Three
                Months EndedSeptember
                30,
            
            September
                30,2006
            
            2005
            
            2006
            
            2005Net
                income
            
            $
            1,085,562
            
            $
            771,998
            
            $
            369,915
            
            $
            325,587Change
                in unrealized gains and(losses)
                on securities available for sale
            
            
            121,636
            
            
            (149,426
            )
            
            181,715
            
            
            (110,246
            )Tax
                effect
            
            
            (46,964
            )
            
            67,901
            
            
            (70,161
            )
            
            42,566Other
                comprehensive income (loss)
            
            
            74,672
            
            
            (81,525
            )
            
            111,554
            
            
            (67,680
            )Total
                comprehensive income
            
            $
            1,160,234
            
            $
            690,473
            
            $
            481,469
            
            $
            257,907







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 Nine Months ended September 30, 2006 and 2005
      (Unaudited** )





Common
              Stock
            
            Additional
              Paid-in
              Capital
            
            Retained
              Earnings
            
            Accumulated
              Other
              Comprehensive
              Income
                (Loss)
            
            TotalDecember
                31, 2004
            
            $
            13,845,652
            
            $
            917,340
            
            $
            1,078,002
            
            $
            (146,139
            )
            $
            15,694,855Net
                income September 30, 2005
            
            
            
            
            
            
            
            
            771,998
            
            
            
            
            
            771,998Change
                in unrealized gains and losseson
                securities available for sale, net
            
            
            
            
            
            
            
            
            
            
            
            (81,525
            )
            
            (81,525
            )Sale
                of common stock under theDividend
                Reinvestment and StockPurchase
                Plan (DRIP)
            
            
            56,325
            
            
            26,403
            
            
            
            
            
            
            
            
            82,728Proceeds
                from warrant exercises
            
            
            555,660
            
            
            
            
            
            
            
            
            
            
            
            555,660Dividends
                ($.15 per share)
            
            
            
            
            
            
            
            
            (214,081
            )
            
            
            
            
            (214,081
            )Balance
                at September 30, 2005
            
            $
            14,457,637
            
            $
            943,743
            
            $
            1,635,919
            
            $
            (227,664
            )
            $
            16,809,635December
                31, 2005
            
            $
            16,643,415
            
            $
            950,891
            
            $
            1,781,794
            
            $
            (279,521
            )
            $
            19,096,579Net
                income September 30, 2006
            
            
            
            
            
            
            
            
            1,085,562
            
            
            
            
            
            1,085,562Change
                in unrealized gains and losseson
                securities available for sale, net
            
            
            
            
            
            
            
            
            
            
            
            74,672
            
            
            74,672Sale
                of common stock under theDividend
                Reinvestment and StockPurchase
                Plan (DRIP)
            
            
            88,583
            
            
            44,568
            
            
            
            
            
            
            
            
            133,151Proceeds
                from warrant exercises
            
            
            508,310
            
            
            
            
            
            
            
            
            
            
            
            508,310Dividends
                ($.21 per share)
            
            
            
            
            
            
            
            
            (361,564
            )
            
            
            
            
            (361,564
            )Balance
                at September 30, 2006
            
            $
            17,240,308
            
            $
            995,459
            
            $
            2,505,792
            
            $
            (204,849
            )
            $
            20,536,710




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 Nine Months ended September 30, 2006 and 2005**


**(Unaudited)**




For
                the Nine Months EndedSeptember
                30,2006
            
            2005CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income
            
            $
            1,085,562
            
            $
            771,998Adjustments
                to reconcile net income to net cashprovided
                by operations:Depreciation
                and amortization
            
            
            236,189
            
            
            263,552Gain
                on sale of foreclosed personal property
            
            
            (25,000
            )
            
            -Gain
                on sale of loans
            
            
            -
            
            
            (35,437
            )Deferred
                income taxes
            
            
            (141,242
            )
            
            (104,287
            )Provision
                for loan losses
            
            
            138,534
            
            
            113,475Increase
                in cash surrender value of life insurance
            
            
            (73,091
            )
            
            (100,188
            )Decrease
                (increase) in other assets
            
            
            (76,996
            )
            
            284,460Increase
                (decrease) in other liabilities
            
            
            334,434
            
            
            (62,445
            )Amortization
                of premium/discount and other
            
            
            (45,375
            )
            
            17,505Net
                cash provided by operating activities
            
            
            1,433,015
            
            
            1,148,633CASH
                FLOWS FROM INVESTING ACTIVITIESNet
                increase in loans
            
            
            (8,990,349
            )
            
            (9,241,263
            )Decrease
                in interest bearing deposits
            
            
            998,685
            
            
            1,510,574Investment
                in securities - available for sale
            
            
            (2,753,683
            )
            
            (3,966,092
            )Investment
                in securities - held to maturity
            
            
            (1,311,940
            )
            
            -Investment
                in other securities
            
            
            (20,000
            )
            
            (35,900
            )Principal
                payments and redemption of securities
            
            
            12,004,896
            
            
            6,702,328Proceeds
                from sales of foreclosed personal property
            
            
            165,000
            
            
            -Proceeds
                from sales of loans
            
            
            -
            
            
            1,800,000Investment
                in life insurance
            
            
            -
            
            
            (1,175,000
            )Purchase
                of property, equipment and leasehold improvements
            
            
            (94,946
            )
            
            (54,459
            )Net
                cash used by investing activities
            
            
            (2,337
            )
            
            (4,459,812
            )CASH
                FLOWS FROM FINANCING ACTIVITIESNet
                increase in deposits including interest credited
            
            
            2,325,330
            
            
            13,411,002Net
                increase (decrease) in securities sold under agreements to
                repurchase
            
            
            (400,280
            )
            
            538,212Sales
                of common stock under DRIP
            
            
            133,151
            
            
            82,728Proceeds
                from stock warrant exercises
            
            
            508,310
            
            
            555,660Dividends
                paid
            
            
            (407,316
            )
            
            (197,176
            )Net
                cash provided (used) by financing activities
            
            
            2,159,195
            
            
            14,390,426NET
                INCREASE (DECREASE) IN CASH
            
            
            3,589,873
            
            
            11,079,247Cash
                at beginning of period
            
            
            15,476,898
            
            
            9,868,815Cash
                at end of period
            
            $
            19,066,771
            
            $
            20,948,062SUPPLEMENTAL
                CASH FLOW INFORMATIONInterest
                paid
            
            $
            1,973,570
            
            $
            1,386,574Income
                taxes paid
            
            $
            689,086
            
            $
            419,154





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 nine month period
      ended September 30, 2006 are not necessarily indicative of the results that
      may
      be expected for the year ending December 31, 2006. These unaudited consolidated
      financial statements should be read in conjunction with the audited consolidated
      financial statements and footnotes for the year ended December 31,
      2005.





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.





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, 2005 and September 30, 2006.





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 stock options, calculated using the treasury stock
      method.





**Nine
                Months**
              **Ended
                September 30:**
            
            **Three
                Months**
              **Ended
                September 30:****2006**
            
            **2005**
            
            **2006**
            
            **2005**Weighted
                average shares outstanding
            
            
            1,710,713
            
            
            1,421,485
            
            
            1,723,683
            
            
            1,445,666Common
                stock equivalents
            
            
            11,443
            
            
            96,245
            
            
            9,958
            
            
            87,686Average
                common shares and equivalents
            
            
            1,722,156
            
            
            1,517,730
            
            
            1,733,641
            
            
            1,533,352Net
                income
            
            $
            1,085,562
            
            $
            771,998
            
            $
            369,915
            
            $
            325,587Basic
                earnings per share
            
            $
            .63
            
            $
            .54
            
            $
            .21
            
            $
            .23Diluted
                earnings per share
            
            $
            .63
            
            $
            .51
            
            $
            .21
            
            $
            .21







7


Note
      F -
      Stock Purchase and Option Plans




Under
      the
      Company’s Employee Stock Purchase Plan (ESPP), the Company is authorized to
      issue up to 50,000 shares of common stock. Under the ESPP, the Company may
      award
      options to employees to purchase common stock at a purchase price for the shares
      of the lower of 85% of fair market value of the common stock on the date of
      the
      option grant or on the exercise date of the option. No shares were awarded
      or
      purchased under the ESPP in 2005 or 2006 (2,685 shares purchased in 2004 under
      the plan). There are no outstanding options to purchase common shares at
      September 30, 2006 under the ESPP.





Under
      the
      Company’s Director 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 September 30,
      2006.





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 September 30, 2006, 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 September 30, 2006, 51,000 of these options are outstanding.





Note
      G.
      Mortgage Servicing Rights





In
      the
      first quarter of 2005, the Company sold a mortgage loan while retaining
      servicing rights thereto. The Company has developed appropriate policies and
      procedures in order to comply with FASB 140 for deferred mortgage servicing
      rights. Among the factors that the Company considers in evaluating impairment
      on
      a periodic basis are the original contract term of the underlying mortgage,
      the
      contractual interest rate, the remaining term of the mortgage, current interest
      rates and management's original and current assumptions as to the anticipated
      life of the mortgage. There were no such sales during the nine months ended
      September 30, 2006.





Note
      H.
      Recent Accounting Pronouncements





In
      December 2004, the Financial Accounting Standards Board (FASB) issued Statement
      No. 123(R), *Share-Based
      Payment* .
      Statement No. 123(R) revised Statement No. 123, *Accounting
      for Stock-Based Compensation* ,
      and
      supersedes APB Opinion No. 25, *Accounting
      for Stock Issued to Employees* ,
      and its
      related implementation guidance. Statement No. 123(R) requires compensation
      cost
      related to share-based payment transactions to be recognized in the financial
      statements (with limited exceptions). The amount of compensation cost is
      measured based on the grant-date fair value of the equity or liability
      instruments issued. Compensation cost is recognized over the period that an
      employee provides service in exchange for the award. This statement was
      effective for the Company, and the Company has adopted the standard, as of
      January 1, 2006. This statement requires the recording of compensation costs
      for
      stock purchase options awarded, if any, under the ESPP, DSPP and SOP plans.
      The
      Company is not required to award options under any of these plans. There were
      no
      options granted under any of these plans during the nine or three months ended
      September 30, 2006.





In
      February 2006, the FASB published FASB Statement No. 155, *Accounting
      for Certain Hybrid Financial Instruments* (“SFAS
      No.155” or the “Statement”). SFAS 155 amends FASB Statements No. 133, *Accounting
      for Derivative Instruments and Hedging Activities* and No.
      140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* .
      Among
      other things, the Statement resolves issues related to the financial reporting
      of certain hybrid financial instruments (financial instruments that have
      embedded derivatives) to be accounted for as a whole at fair value if the holder
      elects this option. This accounting eliminates the need to bifurcate the
      derivative from its host. The Statement also eliminates certain previous
      guidance that provided that beneficial interests in securitized financial assets
      are not subject to the provisions of SFAS No. 133. Lastly, the Statement also
      eliminates a restriction on the passive derivative instruments that a qualifying
      special purpose entity may hold. Management does not expect the adoption of
      this
      Statement to have a material impact on the Company’s consolidated financial
      statements.





In
      March
      2006, the FASB published FASB Statement No. 156, *Accounting
      for Servicing of Financial Assets* (“SFAS
      No.156” or the “Statement”). This Statement amends FASB Statement No. 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities* ,
      with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities. The Statement requires an entity to recognize a servicing
      asset or servicing liability each time it undertakes an obligation to service
      a
      financial asset by entering into a servicing contract in each of several
      specific situations. It also requires all separately recognized servicing assets
      and servicing liabilities to be initially measured at fair value, if
      practicable, and permits an entity to choose either of two accepted measurement
      methods for each class of separately recognized servicing assets and servicing
      liabilities. Further, the Statement permits, at its initial adoption, a one-time
      reclassification of available-for-sale securities to trading securities by
      entities with recognized servicing rights. Lastly, the Statement requires
      separate presentation of servicing assets and servicing liabilities subsequently
      measured at fair value and additional disclosures for all separately recognized
      servicing assets and servicing liabilities. SFAS No. 156 is effective for fiscal
      years beginning after September 15, 2006. Management does not expect the
      adoption of this Statement to have a material impact on the Company’s
      consolidated financial statements.





8


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
      September, 2006 the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
      No. 106 and 132R”. Under this standard, companies must recognize a net liability
      or asset to report the funded status of their defined benefit pension and other
      postretirement benefit plans on their balance sheets. The effective date of
      the
      recognition and disclosure provisions for calendar year public companies is
      for
      the calendar years ending after December 15, 2006. SFAS 158 is not expected
      to
      have a material impact on the Company’s consolidated financial statements since
      the Company does not have any defined benefit plans.





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





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





**Overview**





The
      Company continued its efforts to increase investments in loans during 2006
      to
      better utilize its resources and leverage new capital obtained from the exercise
      of warrants during the last quarter of 2005 and first quarter of 2006. Loans
      increased by 10.0% during the first nine months of 2006. The increase in loans
      and the recent increases in market interest rates have resulted in increases
      in
      the Company’s interest margins and net interest income.





The
      Company plans to change its internet banking and bill paying programs during
      the
      last quarter of 2006 with changes in vendors. The new programs will offer
      additional features, allow for development of future features and generally
      upgrade the quality of the internet banking services provided to customers.
      Along with these changes, the Company anticipates strengthening the security
      of
      its internet banking offerings through stronger access controls for better
      protection of customers’ information and internet activity. These changes will
      entail the payment of installation and other expenses of approximately $25,000.





The
      Company continued a pattern of improved operating results as compared to prior
      periods for the nine months ended September 30, 2006. Key measurements and
      events for the period include the following:





·
            Total
                assets at September 30, 2006 increased by 2.5% to $151.2 million
                as
                compared to $147.6 million as of December 31, 2005.





·
            Net
                loans outstanding increased by 10.0% from $88.6 million as of December
                31,
                2005 to $97.4 million as of September 30,
                2006.





·
            Deposits
                at September 30, 2006 were $129.4 million, an increase of $2.3 million
                or
                1.8% from December 31, 2005.





·
            The
                Company’s net income increased to $1,085,562, or 40.6%, for the nine month
                period ended September 30, 2006 as compared to net income of $771,998
                for
                the nine month period ended September 30,
                2005.





9


·
            Net
                interest income, the Company’s main source of income, was $4.5 million
                during the nine month period ended September 30, 2006 compared to
                $3.8
                million for the same period in 2005. This represents an increase
                of 20.2%
                for the nine months ended September 30, 2006 as compared to the same
                period in 2005.





·
            Non-interest
                income increased by $45,207 or 5.2%, for the nine month period ended
                September 30, 2006, as compared to the nine month period ended September
                30, 2005.





·
            Non-interest
                expenses increased by $277,701 or 8.3%, for the nine month period
                ended
                September 30, 2006, as compared to the same period in 2005.





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





**CRITICAL
      ACCOUNTING POLICIES**





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





The
      most
      significant accounting policies followed by CN Bancorp, Inc. are presented
      in
      Note 1 to the Company’s annual audited consolidated financial statements
      included in Exhibit 13 to its Annual Report on Form 10-KSB for the year ended
      December 31, 2005. 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 $3,653,863 (2.5%) to $151,249,705 at September 30, 2006 from
      $147,595,842 at December 31, 2005. Increases in loans were generally funded
      by
      the use of proceeds from the maturity of investment securities, interest bearing
      deposits and proceeds from the exercise of stockholders’ warrants during the
      first quarter of 2006. 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 $8,851,815 (10.0%) to
      $97,413,412 at September 30, 2006 from $88,561,597 at December 31, 2005. This
      increase was primarily attributable to the increase in real estate loans. Loans
      receivable, net, comprised 64.4% of total assets ($151,249,705) at September
      30,
      2006 and 60.0% of total assets ($147,595,842) as of December 31,
      2005.





The
      allowance for loan losses was $990,000 (1.01% of loans) at September 30, 2006
      and $864,000 (0.97% of loans) at December 31, 2005. There were no loans on
      which
      interest was not being recognized at September 30, 2006. Non-accrual loans
      at
      December 31, 2005 of $62,332 were comprised of a $49,667 commercial loan secured
      by real estate and a $12,665 unsecured commercial loan. These loans were
      collected during 2006. There was one loan past due ninety days and still
      accruing interest at September 30, 2006 in the amount of $40,000 (none at
      December 31, 2005).




10


Loans
      receivable, net is comprised of the following:





**September
                30,**
            
            **December
                31,****2006**
            
            **2005**Real
                estate -construction
            
            $
            11,631,754
            
            $
            4,329,827Residential
                real estate
            
            
            35,330,635
            
            
            29,306,514Commercial
                real estate
            
            
            27,880,701
            
            
            29,420,805Commercial-other
            
            
            20,217,328
            
            
            22,366,771Installment
                and other
            
            
            3,378,897
            
            
            3,948,75498,439,315
            
            
            89,372,671Unearned
                loan (fees) and costs, net
            
            
            (35,903
            )
            
            52,926Allowance
                for loan losses
            
            
            (990,000
            )
            
            (864,000
            )$
            97,413,412
            
            $
            88,561,597


The
      securities portfolio at September 30, 2006 amounted to $25,065,116, a decrease
      of $7,752,262, or 23.6% from the amount at December 31, 2005. Available for
      sale
      investment securities decreased by $7,529,404 to $16,351,722 at September 30,
      2006 from $23,881,126 at December 31, 2005. Held to maturity securities
      decreased by $242,858 to $7,919,594 at September 30, 2006 from $8,162,452 at
      December 31, 2005. The reason for these decreases is that funds obtained from
      the maturity of securities were generally re-invested in loans instead of
      securities. The carrying value of available for sale securities includes a
      net
      unrealized loss of $333,684 at September 30, 2006 (reflected as unrealized
      loss
      of $204,849 in stockholders’ equity after deferred taxes) as compared to a net
      unrealized loss of $455,320 ($279,521 after deferred taxes) as of December
      31,
      2005. Management believes that none of the unrealized losses are “other than
      temporary”.





Interest
      bearing deposits declined to $1,886,208 at September 30, 2006 from $2,884,893
      at
      December 31, 2005 because investments in certificates of deposit matured and
      were not replaced with other certificates.





Deposits
      are the major source of funds for lending and investment activities. Deposits
      increased $2,325,330 (1.8%) to $129,409,766 at September 30, 2006 from
      $127,084,436 at December 31, 2005. Non-interest bearing deposits decreased
      $1,496,208 or 4.0%, interest bearing demand deposits increased $1,158,994 or
      7.5%, certificates of deposit increased $3,781,501 or 11.3% and savings deposits
      decreased $1,118,957 or 2.8% during the nine months ended September 30, 2006.
      Certificates of deposit in amounts of $100,000 and over totaled $13,360,073
      at
      September 30, 2006 and $11,509,162 at December 31, 2005.





Deposits
      are comprised of the following:





**September
                30,**
            
            **December
                31,****2006**
            
            **2005**Non-interest
                bearing deposits
            
            $
            36,169,814
            
            $
            37,666,022Savings
                deposits
            
            
            39,381,776
            
            
            40,500,733Interest
                bearing demand deposits
            
            
            16,560,060
            
            
            15,401,066Certificates
                of deposit
            
            
            37,298,116
            
            
            33,516,615$
            129,409,766
            
            $
            127,084,436





Total
      stockholders’ equity was $20,536,710 at September 30, 2006 representing an
      increase of $1,440,131 from December 31, 2005. The increase from December 31,
      2005 was attributable to earnings of $1,085,562 and proceeds from the issuance
      of common stock from the exercise of warrants and dividend re-investments of
      $641,461, a decrease in unrealized losses on available for sale investment
      securities, net of taxes, of $74,672 and dividends declared of $361,564 ($0.21
      per share).





**RESULTS
      OF OPERATIONS**




Nine
      Months Ended September 30, 2006 and 2005





11




*Net
      income*





Net
      income for the nine months ended September 30, 2006 was $1,085,562 or $.63
      per
      share (basic and diluted), an increase of $313,564, or 40.6%, from $771,998
      or
      $.54 per share ($.51 per share diluted) during the nine months ended September
      30, 2005. Net income increased during the first nine months of 2006 as compared
      to the same period in 2005 primarily because of the higher interest rate
      environment during 2006 as well as more earning assets during the first nine
      months of 2006 than the first nine months of 2005.




*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 average earning assets.





Total
      interest income increased by $1,364,452 or 26.4% to $6,526,631 for the nine
      months ended September 30, 2006 as compared to $5,162,179 for the first nine
      months of 2005. This increase in interest income was attributable to the
      increase in yields on earning assets during 2006 as well as the increase in
      average interest earning assets. Recent increases in market interest rates
      have
      resulted in higher yields on loans, securities and other investments. Average
      interest earning assets increased by approximately $5,115,000 or 3.8% to
      $139,466,000 in the first nine months of 2006 as compared to $134,351,000 in
      the
      first nine months of 2005, and the yield on the interest earning assets
      increased to 6.24% in the first nine months of 2006 from 5.12% in the first
      nine
      months of 2005.





Interest
      expense increased by $601,373 or 43.2% to $1,992,160 for the nine months ended
      September 30, 2006 as compared to $1,390,787 during the first nine months of
      2005. This increase was primarily attributable to increased market interest
      rates, particularly their effect on savings accounts whose cost is dependent
      upon the short term market interest rates. Average interest bearing liabilities
      increased by approximately $948,000 or 1.0% to $92,675,000 in the nine months
      ended September 30, 2006 as compared to $91,727,000 in the nine months ended
      September 30, 2005, and the cost of the interest bearing funds increased to
      2.87% in the first nine months of 2006 from 2.02% in the first nine months
      of
      2005.





Net
      interest income increased by $763,079 or 20.2% during the nine months ended
      September 30, 2006 as compared to the nine months ended September 30, 2005.
      Net
      interest income increased because of the increase in interest earning assets
      and
      the increase in the market interest rates; in particular, because increases
      in
      interest income during this period of rising interest rates exceeded the
      increase in interest expense from interest bearing deposits. The net interest
      spread increased to 3.37% in 2006 from 3.10% in 2005. The net interest margin
      was 4.33% and 3.74% in the nine months ended September 30, 2006 and September
      30, 2005, respectively.





The
      tables below present a summary of CN Bancorp, Inc.’s average daily balances,
      rates, interest income and expense, the interest rate spread and net interest
      margins for the nine months ended September 30, 2006 and 2005:





**AVERAGE
                BALANCES, RATES AND INTEREST INCOME AND EXPENSE****Nine
                Months Ended September 30,****2006**
            
            **2005****Average**
            
            
            
            **Yield/**
            
            **Average**
            
            
            
            **Yield/***(Dollars
                in thousands)*
            
            **Balance**
            
            **Interest**
            
            **Rate**
            
            **Balance**
            
            **Interest**
            
            **Rate****Assets:**Interest-Earning
                Assets:Federal
                funds sold
            
            $
            13,406
            
            $
            494
            
            
            4.91
            %
            $
            12,259
            
            $
            282
            
            
            3.07
            %Interest
                bearing deposits
            
            
            1,888
            
            
            69
            
            
            4.87
            %
            
            3,416
            
            
            68
            
            
            2.65
            %Investment
                securities
            
            
            31,479
            
            
            837
            
            
            3.55
            %
            
            36,733
            
            
            879
            
            
            3.19
            %Loans
                receivable
            
            
            93,624
            
            
            5,126
            
            
            7.30
            %
            
            82,775
            
            
            3,933
            
            
            6.34
            %Allowance
                for loan losses
            
            
            (931
            )
            
            -
            
            
            -
            
            
            (832
            )
            
            -
            
            
            -92,693
            
            
            5,126
            
            
            7.37
            %
            
            81,943
            
            
            3,933
            
            
            6.40
            %Total
                Interest Earning Assets
            
            
            139,466
            
            
            6,526
            
            
            6.24
            %
            
            134,351
            
            
            5,162
            
            
            5.12
            %Non-interest
                Earning Assets
            
            
            11,517
            
            
            
            
            
            
            
            
            11,198Total
                Assets
            
            $
            150,983
            
            
            
            
            
            
            
            $
            145,549






12





**AVERAGE
                BALANCES, RATES AND INTEREST INCOME AND EXPENSE****Nine
                Months Ended September 30,****2006**
            
            **2005***(Continued)*
            
            **Average**
            
            
            
            **Yield/**
            
            **Average**
            
            
            
            **Yield/***(Dollars
                in thousands)*
            
            **Balance**
            
            **Interest**
            
            **Rate**
            
            **Balance**
            
            **Interest**
            
            **Rate****Liabilities
                and Stockholders' Equity:**Interest
                -Bearing Liabilities:Interest
                bearing demand deposits
            
            $
            17,535
            
            $
            120
            
            
            0.91
            %
            $
            14,471
            
            $
            64
            
            
            0.59
            %Savings
                accounts
            
            
            38,912
            
            
            902
            
            
            3.09
            %
            
            40,153
            
            
            567
            
            
            1.88
            %Time
                deposits
            
            
            35,512
            
            
            964
            
            
            3.62
            %
            
            35,306
            
            
            750
            
            
            2.83
            %Securities
                sold under agreementsto
                repurchase
            
            
            716
            
            
            6
            
            
            1.12
            %
            
            1,797
            
            
            10
            
            
            .74
            %Total
                Interest Bearing Liabilities
            
            
            92,675
            
            
            1,992
            
            
            2.87
            %
            
            91,727
            
            
            1,391
            
            
            2.02
            %Non-interest
                Bearing Liabilities:Demand
                deposits
            
            
            36,757
            
            
            
            
            
            
            
            
            36,553Other
            
            
            1,597
            
            
            
            
            
            
            
            
            1,045Total
                Liabilities
            
            
            131,029
            
            
            
            
            
            
            
            
            129,325Stockholders'
                Equity
            
            
            19,954
            
            
            
            
            
            
            
            
            16,224Total
                Liabilities and Equity
            
            $
            150,983
            
            
            
            
            
            
            
            $
            145,549Net
                Interest Income
            
            
            
            
            $
            4,534
            
            
            
            
            
            
            
            $
            3,771Net
                Interest Spread
            
            
            
            
            
            
            
            
            3.37
            %
            
            
            
            
            
            
            
            3.10
            %Net
                Interest Margin
            
            
            
            
            
            
            
            
            4.33
            %
            
            
            
            
            
            
            
            3.74
            %Ratio
                of Interest-Earning Assetsto
                Interest-Bearing Liabilities
            
            
            150.49
            %
            
            
            
            
            
            
            
            146.47
            %




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


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





The
      table
      below presents the relative contribution of changes in volumes and changes
      in
      rates to the changes in net interest income for the first nine months of 2006
      versus the first nine months of 2005. 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.





**2006
                vs. 2005****Increase
                (Decrease)****Volume**
            
            **Rate**
            
            **Total****Interest-Earning
                Assets:**Federal
                funds sold and interest bearing deposits in banks
            
            $
            (4,137
            )
            $
            217,154
            
            $
            213,017Securities
            
            
            (111,955
            )
            
            70,583
            
            
            (41,372
            )Loans
                receivable
            
            
            521,383
            
            
            671,424
            
            
            1,192,807Net
                Change in Interest Income
            
            
            405,291
            
            
            959,161
            
            
            1,364,452**Interest
                Bearing Liabilities:**Interest
                bearing deposits
            
            
            (9,992
            )
            
            614,745
            
            
            604,753Securities
                sold under agreements to repurchase
            
            
            (6,061
            )
            
            2,681
            
            
            (3,380
            )Net
                Change in Interest Expense
            
            
            (16,053
            )
            
            617,426
            
            
            601,373Change
                in Net Interest Income
            
            $
            421,344
            
            $
            341,735
            
            $
            763,079





*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.





13


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 September 30, 2006, 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 2.0%; and mortgage loans - 0.3% to 1.0%. 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. Risks factors identified beyond individual loan risks,
      such
      as economic conditions, underwriting exceptions and loan concentrations are
      quantified based upon management’s estimations of loss exposure. Loss
      percentages used are generally based upon management’s best estimates
      considering losses incurred. Estimated “low” and “high” allowance for loan loss
      amounts are derived by accumulating the estimated losses using the “low” and
“high” loss percentages for each risk rating and adding losses based upon
      separate loan evaluations and identified other risks. The actual allowance
      for
      loan losses is compared to this range to ascertain that it is reasonably
      situated within the range. In addition, on at least a quarterly basis, the
      recorded allowance for loan losses (as a percent of loans) is compared to peer
      group levels to ascertain the reasonableness of the estimate. At September
      30,
      2006, the actual allowance for loan losses was between the “low” and “high”
allowance amounts.





The
      provision for loan losses was $138,534 during the nine months ended September
      30, 2006 as compared to $113,475 for the nine months ended September 30, 2005
      reflecting increases in loan amounts and the composition of the loan portfolio
      including increased construction loans.





The
      allowance for loan losses represents 1.01% and 0.97% of loans receivable at
      September 30, 2006 and December 31, 2005, 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 nine months
      ended September 30, 2006 and September 30, 2005 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.





**Nine
                Months Ended**
            
            **Nine
                Months Ended****September
                30, 2006**
            
            **September
                30, 2005****Allowance
                for loan losses:**Beginning
                balance
            
            $
            864,000
            
            $
            800,000Charge-offs:Commercial
                loans
            
            
            (6,664
            )
            
            -Real
                estate loans - residential
            
            
            -
            
            
            (50,027
            )Consumer
                loans
            
            
            (20,576
            )
            
            (28,441
            )Recoveries:Commercial
                loans
            
            
            6,664
            
            
            10,938Consumer
                loans
            
            
            8,042
            
            
            8,055Net
                charge-offs
            
            
            (12,534
            )
            
            (59,475
            )Provision
                for loan losses
            
            
            138,534
            
            
            113,475Ending
                balance
            
            $
            990,000
            
            $
            854,000




14





**Nine
                Months Ended**
            
            **Nine
                Months Ended***(Continued)*
            
            **September
                30, 2006**
            
            **September
                30, 2005****Ratios:**Net
                charge-offs to average loans
            
            
            0.01
            %
            
            0.07
            %Net
                charge-offs to provision for loan losses
            
            
            9.05
            %
            
            52.41
            %Allowance
                for loan losses to loans receivable
            
            
            1.01
            %
            
            0.98
            %





*Non-interest
      Income*





Non-interest
      income consisted primarily of fees and charges from depository accounts,
      increases in cash surrender value of life insurance policies, gains on sale
      of
      assets and other income. Non-interest income increased $45,207 or 5.2%, to
      $911,341 for the nine months ended September 30, 2006 as compared to $866,134
      for the nine months ended September 30, 2005. This increase was primarily
      attributable to increased service fees on depository accounts of $42,372 or
      6.3%. Also, contributing to the increase in non-interest income was a $25,000
      gain on the sale of foreclosed personal property and the increase in earnings
      on
      owned life insurance policies of $10,646 or 17.1% resulting from the higher
      interest rate environment during 2006 and additional investment in life
      insurance policies. These increases were partially offset by the lack of any
      gain on sales of loans during the nine months ended September 30, 2006, compared
      to a gain on sale of loans of $35,437 during the nine months ended September
      30,
      2005. The sale of loans is not a usual activity for the Company.




*Non-interest
      Expense*





Non-interest
      expense was $3,629,530 during the nine months ended September 30, 2006
      representing an increase of $277,701 or 8.3%, as compared to $3,351,829 during
      the nine months ended September 30, 2005. Compensation and benefits increased
      $164,951 (9.3%) because of normal salary increases and the increased number
      of
      employees necessary to manage the growing lending and depository activities
      of
      the institution. Depreciation and amortization expenses declined by $27,363
      or
      10.4% as previously acquired assets have become fully depreciated. Marketing
      expenses increased $33,368 (69.7%) reflecting increased marketing activity.
      Stationery and supplies expenses declined in 2006 by $9,802 (14.8%) because
      of
      cost control efforts during 2006. Legal and professional fees increased by
      $50,000 for the accrual of estimated costs incurred to evaluate and explore
      potential corporate opportunities. The decline in electronic funds transfer
      fees
      reflects reduced use of debit and ATM cards by customers. The increased size
      of
      the Company has resulted in more deposit and loan accounts and associated
      activity resulting in increased operating expenses.





*Income
      Taxes*





Income
      tax expense was $592,186 (35.3% of pre-tax income) for the nine months ended
      September 30, 2006 as compared to $400,224 (34.1% of pre-tax income) for the
      nine months ended September 30, 2005. The proportion of interest income exempt
      from state income taxes to total taxable income during nine months ended
      September 30, 2006 as compared to the same period of 2005 has declined resulting
      in an increase in the Company’s effective total income tax rate.





Three
      Months Ended September 30, 2006 and 2005





*Net
      income*





Net
      income for the three months ended September 30, 2006 was $369,915 or $.21 per
      share (basic and diluted), an increase of $44,328, or 13.6%, from $325,587
      or
      $.23 per share ($.21 per share diluted) during the three months ended September
      30, 2005. The increase in net interest income was partially offset by declines
      in other income and increases in operating expenses.





Total
      interest income increased by $516,942 or 28.0% to $2,363,275 for the three
      months ended September 30, 2006 as compared to $1,846,333 for the three months
      ended September 30, 2005. This increase in interest income was primarily
      attributable to the increase in market interest rates as well as an increase
      in
      interest earning assets during 2006.





Interest
      expense increased by $253,712 or 50.0% to $761,411 for the three months ended
      September 30, 2006 as compared to $507,699 during the three months ended
      September 30, 2005. This increase was primarily attributable to a rising rate
      environment during 2006 causing increases in interest rates for deposited funds.





15


Net
      interest income increased by $263,230, or 19.7% during the three months ended
      September 30, 2006 versus the same period of 2005 because the positive effect
      of
      the increase in interest bearing assets more than offset the increased cost
      of
      deposited funds.





*Provision
      for Loan Losses*





The
      provision for loan losses was $36,609 during the three months ended September
      30, 2006 as compared to $36,126 for the three months ended September 30, 2005.





*Non-interest
      Income*





Non-interest
      income consisted primarily of fees and charges from depository accounts,
      increases in cash surrender value of life insurance policies and other income.
      Non-interest income decreased $25,526 or 8.1%, to $289,016 for the three months
      ended September 30, 2006 as compared to $314,542 for the three months ended
      September 30, 2005. This decrease was primarily attributable to decreases in
      fees and services charges from deposit account activity of $23,830 in the third
      quarter of 2006 as compared to the third quarter of 2005.





*Non-interest
      Expense*





Non-interest
      expense was $1,276,281 during the three months ended September 30, 2006
      representing an increase of $153,150 or 13.6%, as compared to $1,123,131 during
      the three months ended September 30, 2005. Compensation and benefits increased
      $64,852 (10.9%) because of additional personnel and normal salary and benefit
      increases. Marketing expenses increased in 2006 by $11,820 (59.2%) reflecting
      increased marketing activity. The increase in other operating expenses of
      $66,232 (46.6%) includes a $10,000 loss on a customer’s uncollected deposited
      check. Legal and professional fees increased by $50,000 for the accrual of
      estimated costs incurred to evaluate and explore potential corporate
      opportunities. The decline in electronic funds transfer fees reflects reduced
      use of debit and ATM cards by customers. The increased size of the Company
      has
      resulted in more deposit and loan accounts and associated activity
      resulting  in
      increased operating expenses.





*Income
      Taxes*





Income
      tax expense was $208,075 (36.0% of pre-tax net income) for the three months
      ended September 30, 2006 as compared to $168,332 (34.1% of pre-tax net income)
      for the three months ended September 30, 2005. The proportion of interest income
      exempt from state income taxes to total taxable income during the three months
      ended September 30, 2006 as compared to the same period of 2005 has declined
      resulting in an increase in the Company’s effective total income tax
      rate.




**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 $19,066,771 at September 30, 2006 compared to $15,476,898 at
      December 31, 2005. 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 $16,351,722 and $23,881,126 as of September 30,
      2006 and December 31, 2005, respectively. However, because most of these
      securities were in an unrealized loss position at September 30, 2006, and
      because management has the intent and ability to hold these securities until
      recovery or maturity, management does not consider the sale of these securities
      to be a source of liquidity as of September 30, 2006.





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.




16


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 earnings on loan participations and its own cash.
      Dividends from County National Bank would also provide cash if such dividends
      were paid. County National Bank may only pay dividends to CN Bancorp, Inc.
      if it
      complies with certain regulatory requirements.




**OFF-BALANCE
      SHEET ARRANGEMENTS**





Standby
      letters of credit are conditional commitments issued by County National Bank
      to
      guarantee the performance of a customer to a third party. The credit risk
      involved in issuing letters of credit is essentially the same as that involved
      in extending loan facilities to customers. County National Bank holds collateral
      supporting those commitments for which collateral is deemed necessary. County
      National Bank has not been required to perform on any financial guarantees
      and
      has not recorded or incurred any losses on its commitments. The issuance of
      letters of credit is not a significant activity of County National Bank.
      Outstanding letters of credit at September 30, 2006 total $2,121,941 ($1,960,855
      at December 31, 2005).





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 $15,611,354 at September 30, 2006 ($14,822,411 at December
      31, 2005). 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, 2005 were as follows:








**Year
                Ending****December
                31,**2006
            
            $
            226,5602007
            
            
            212,8622008
            
            
            173,9982009
            
            
            147,5282010
            
            
            147,5282011
            
            
            61,470








**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.





17


**Minimum
                Ratios****September
                30,**
              **2006**
            
            **December
                31,**
              **2005**
            
            **To
                be “Adequately Capitalized”**
            
            **To
                be “Well Capitalized”**Total
                capital:Company
            
            20.8%
            
            20.8%
            
            8.0%
            
            N/ABank
            
            14.1%
            
            13.6%
            
            8.0%
            
            10.0%Tier
                I:Company
            
            19.8%
            
            19.9%
            
            4.0%
            
            -Bank
            
            13.1%
            
            12.7%
            
            4.0%
            
            6.0%Leverage
                Total:Company
            
            13.4%
            
            12.9%
            
            4.0%
            
            -Bank
            
            8.5%
            
            8.0%
            
            4.0%
            
            5.0%





At
      September 30, 2006 and December 31, 2005, 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.





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 15d-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 September 30, 2006.
      There were no changes in the Company’s internal control over financial reporting
      (as defined in Rule 15d-15 under the Securities Exchange Act of 1934) during
      the
      quarter ended September 30, 2006, that have materially affected, or are
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting





18


**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.





There
      were no purchases of CN Bancorp, Inc. common stock made by, or on behalf of,
      CN
      Bancorp, Inc. or any affiliated purchaser during the first nine months of
      2006.








**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**





+10.1
            Employment Agreement between County National Bank
              and Jan
              W. Clark dated as of August 21, 2006  +10.2
            Employment Agreement between County National Bank
              and
              John G. Warner dated as of August 21,
              2006  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





+
      indicates management compensatory plans or arrangements.






19






**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: November
              6, 2006
            By:
            /s/ Jan
              W.
              ClarkJan
              W. ClarkPresident
              and
              Chief Executive Officer Date: November
              6, 2006
            By:
            /s/ Michael
              T. StormMichael
              T. StormChief
              Financial Officer


20