UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~December 3031, 2012

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

For the transition period from to __________________

Commission file number 0-50969

ROEBLING FINANCIAL CORP, INC. (Exact name of Registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

New Jersey		55-0873295
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

New Jersey 55-0873295

Route 130 South and Delaware Avenue, Roebling, New Jersey		08554
(Address of principal executive offices)		(Zip Code)

(~~State~~609) or499-9400 ~~other~~(Registrant’s ~~jurisdiction~~telephone ofnumber, ~~incorporation~~including orarea ~~organization~~code) ~~(I.R.S. employer identification no.)~~

~~Route~~N/A ~~130~~(Former ~~South~~name, former address and ~~Delaware~~former ~~Avenue,~~fiscal ~~Roebling~~year, ~~New~~if ~~Jersey~~changed ~~08554~~since last report))

Indicate by check mark whether the Registrant 1) has filed all reports required to be filed by Section 13 or 15(~~Address~~d) of ~~principal~~the ~~executive~~Securities ~~offices)~~Exchange Act of 1934 during the preceding 12 months (~~Zip~~or ~~Code~~for such shorter period that the registrant was required to file such reports); and 2) has been subject to such filing requirements for the past 90 days: Yes X No___

Registrant’s telephone number (609) 499-9400

N/A

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the Registrant 1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and 2) has been subject to such filing requirements for the past 90 days: Yes X No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer o		Accelerated filer o
	Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~August~~February 8, ~~2012~~2013

Class Outstanding

Class		Outstanding
$.10 par value common stock		1,686,527 shares

$.10 par value common stock 1,686,527 shares

ROEBLING FINANCIAL CORP, INC.

FORM 10-Q

FOR THE QUARTER ENDED ~~MARCH~~DECEMBER 31, 2012

INDEX

		~~Page Number~~		Page Number
PART I - FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP, INC.
PART I - FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP, IN
Item 1.	~~Consolidated Financial Statements and Notes Thereto~~	1Consolidated -Financial 16Statements and Notes Thereto		1 – 15
Item 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	17Management’s -Discussion 21and Analysis of Financial
Item 3	Quantitative and Qualitative Disclosures About Market Risk	21
			Condition and Results of Operations	16 - 19
Item 4.	Controls and Procedures	21 - 22
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		20
PART II - OTHER INFORMATION
Item 4.		Controls and Procedures		20
Item 1.	Legal Proceedings	23
PART II - OTHER INFORMATION
Item 1A.	Risk Factors	23
Item 1.		Legal Proceedings		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 1A.		Risk Factors		21
Item 3.	Defaults upon Senior Securities	23
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 4.	Mine Safety Disclosures	23
Item 3.		Defaults upon Senior Securities		21
Item 5.	Other Information	23
Item 4.		Mine Safety Disclosures		21
Item 6.	Exhibits	24
Item 5.		Other Information		21
SIGNATURES		25
Item 6.		Exhibits		21 - 22
SIGNATURES				23

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)
(In thousands, except share and per share data)
	June 30,			September 30,
	2012			2011
Assets
Cash and due from banks	$	793		$	747
Interest-bearing deposits		6,477			3,081
Total cash and cash equivalents		7,270			3,828
Securities available for sale		40,181			42,818
Securities held to maturity		92			109
Loans receivable, net		109,130			108,616
Real estate owned		444			1,611
Accrued interest receivable		472			516
Federal Home Loan Bank of New York stock, at cost		670			545
Premises and equipment		3,177			3,159
Other assets		2,185			2,666
Total assets	$	163,621		$	163,868
Liabilities and Stockholders' Equity
Liabilities
Deposits	$	135,418		$	139,219
Borrowed funds		9,000			6,000
Advances from borrowers for taxes and insurance		630			525
Other liabilities		1,647			1,494
Total liabilities		146,695			147,238
Stockholders' equity
Serial preferred stock, $0.10 par value; 5,000,000 shares authorized;
none issued		-			-
Common stock; $0.10 par value; 20,000,000 shares authorized;
1,718,473 issued		172			172
Additional paid-in-capital		10,287			10,314
Treasury stock; 31,946 shares, at cost		(190	)		(190	)
Unallocated employee stock ownership plan shares		(175	)		(233	)
Unallocated restricted stock plan shares		(97	)		(87	)
Deferred compensation obligation		302			285
Stock purchased for deferred compensation plan		(302	)		(285	)
Retained earnings - substantially restricted		6,158			5,942
Accumulated other comprehensive income (loss):
Unrealized gain on securities available for sale, net of tax		861			810
Defined benefit plan, net of tax		(90	)		(98	)
Total stockholders' equity		16,926			16,630
Total liabilities and stockholders' equity	$	163,621		$	163,868

(Unaudited)

~~See~~(In ~~notes~~thousands, toexcept ~~unaudited~~share ~~consolidated~~and ~~financial~~per ~~statements.~~share data)

	December 31,			September 30,
	2012			2012

Assets

Cash and due from banks	$	874		$	760
Interest-bearing deposits		1,426			4,021
Total cash and cash equivalents		2,300			4,781

Securities available for sale		47,051			44,001
Securities held to maturity		85			89
Loans receivable, net		105,413			106,001
Real estate owned		-			444
Accrued interest receivable		462			470
Federal Home Loan Bank of New York stock, at cost		662			879
Premises and equipment		3,153			3,150
Other assets		1,982			1,978
Total assets	$	161,108		$	161,793

Liabilities and Stockholders' Equity

Liabilities

Deposits	$	133,288		$	128,904
Borrowed funds		8,825			13,650
Advances from borrowers for taxes and insurance		573			604
Other liabilities		1,608			1,740
Total liabilities		144,294			144,898

Stockholders' equity

Serial preferred stock, $0.10 par value; 5,000,000 shares authorized;
none issued		-			-
Common stock; $0.10 par value; 20,000,000 shares authorized;
1,718,473 issued		171			171
Additional paid-in-capital		10,269			10,277
Treasury stock; 31,946 shares, at cost		(190	)		(190	)
Unallocated employee stock ownership plan shares		(136	)		(155	)
Unallocated restricted stock plan shares		(95	)		(96	)
Deferred compensation obligation		318			318
Stock purchased for deferred compensation plan		(318	)		(318	)
Retained earnings - substantially restricted		6,122			6,068
Accumulated other comprehensive income (loss):
Unrealized gain on securities available for sale, net of tax		779			929
Defined benefit plan, net of tax		(106	)		(109	)
Total stockholders' equity		16,814			16,895

Total liabilities and stockholders' equity	$	161,108		$	161,793


See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)
(In thousands, except per share data)
	For the Three Months Ended
	June 30,
	2012		2011
Interest income:
Loans receivable	$	1,282	$	1,398
Securities		259		314
Other interest-earning assets		7		7
Total interest income		1,548		1,719
Interest expense:
Deposits		277		377
Borrowed funds		43		50
Total interest expense		320		427
Net interest income before provision for loan losses		1,228		1,292
Provision for loan losses		0		85
Net interest income after provision for loan losses		1,228		1,207
Non-interest income:
Loan fees		19		20
Account servicing and other		105		93
Gain on sale of loans		8		0
Total non-interest income		132		113
Non-interest expense:
Compensation and benefits		598		581
Occupancy and equipment		113		120
Service bureau and data processing		147		132
Federal deposit insurance premiums		52		51
Real estate owned expense, net		13		53
Other expense		273		374
Total non-interest expense		1,196		1,311
Income before income tax (benefit)		164		9
Income tax (benefit)		60		(2	)
Net income		104		11
Other comprehensive income, net of tax:
Unrealized gain on securities available for sale, net of tax		49		163
Adjustment to minimum pension liability		3		3
Comprehensive income	$	156	$	177
Earnings per common share:
Basic	$	0.06	$	0.01
Diluted	$	0.06	$	0.01
Weighted average number of shares outstanding:
Basic		1,665		1,656
Diluted		1,665		1,656

(Unaudited)

~~See~~(In ~~notes~~thousands, toexcept ~~unaudited~~per ~~consolidated~~share ~~financial statements.~~data)

	For the Three Months Ended
	December 31,
	2012			2011

Interest income:
Loans receivable	$	1,241		$	1,341
Securities		264			293
Other interest-earning assets		8			7
Total interest income		1,513			1,641

Interest expense:
Deposits		249			341
Borrowed funds		43			49
Total interest expense		292			390

Net interest income before provision for loan losses		1,221			1,251
Provision for loan losses		0			0
Net interest income after provision for loan losses		1,221			1,251

Non-interest income:
Loan fees		22			18
Account servicing and other		105			99
Gain on sale of loans		16			7
Total non-interest income		143			124

Non-interest expense:
Compensation and benefits		594			562
Occupancy and equipment		119			118
Service bureau and data processing		140			141
Federal deposit insurance premiums		52			55
Real estate owned expense, net		(143	)		108
Other expense		440			225
Total non-interest expense		1,202			1,209

Income before income tax		162			166
Income tax		108			59
Net income		54			107

Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities available for sale, net of tax		(150	)		8
Adjustment to minimum pension liability		3			3
Comprehensive income (loss)	$	(93	)	$	118

Earnings per common share:
Basic	$	0.03		$	0.06
Diluted	$	0.03		$	0.06

Weighted average number of shares outstanding:
Basic		1,669			1,660
Diluted		1,669			1,660

See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF ~~INCOME~~CHANGES ~~AND~~IN ~~COMPREHENSIVE~~STOCKHOLDERS' ~~INCOME~~EQUITY

(Unaudited)
(In thousands, except per share data)
	For the Nine Months Ended
	June 30,
	2012		2011
Interest income:
Loans receivable	$	3,939	$	4,224
Securities		824		965
Other interest-earning assets		22		29
Total interest income		4,785		5,218
Interest expense:
Deposits		921		1,185
Borrowed funds		138		156
Total interest expense		1,059		1,341
Net interest income before provision for loan losses		3,726		3,877
Provision for loan losses		0		135
Net interest income after provision for loan losses		3,726		3,742
Non-interest income:
Loan fees		58		64
Account servicing and other		302		288
Gain on sale of loans		27		11
Total non-interest income		387		363
Non-interest expense:
Compensation and benefits		1,754		1,738
Occupancy and equipment		346		369
Service bureau and data processing		450		392
Federal deposit insurance premiums		160		211
Real estate owned expense, net		341		81
Other expense		735		832
Total non-interest expense		3,786		3,623
Income before income tax		327		482
Income tax		111		165
Net income		216		317
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on securities available for sale, net of tax		51		(133	)
Adjustment to minimum pension liability		8		10
Comprehensive income	$	275	$	194
Earnings per common share:
Basic	$	0.13	$	0.19
Diluted	$	0.13	$	0.19
Weighted average number of shares outstanding:
Basic		1,663		1,653
Diluted		1,663		1,653
See notes to unaudited consolidated financial statements.

(Unaudited)

(In thousands)

			Additional						Unallocated			Unallocated			Deferred		Common Stock for					Accumulated Other
	Common		Paid-in			Treasury			ESOP			RSP			Compensation		Deferred			Retained		Comprehensive
	Stock		Capital			Stock			Shares			Shares			Obligation		Compensation			Earnings		Income			Total

Balance at
September 30, 2012	$	171	$	10,277		$	(190	)	$	(155	)	$	(96	)	$	318	$	(318	)	$	6,068	$	820		$	16,895

Net income for the
three months ended
December 31, 2012		-		-			-			-			-			-		-			54		-			54

Amortization of
ESOP shares		-		(8	)		-			19			-			-		-			-		-			11

Change in unrealized
gain on securities
available for sale,
net of tax		-		-			-			-			-			-		-			-		(150	)		(150	)

Allocation of
RSP shares		-		-			-			-			1			-		-			-		-			1

Adjustment to
mimimum pension
liability, net of tax		-		-			-			-			-			-		-			-		3			3

Balance at
December 31, 2012	$	171	$	10,269		$	(190	)	$	(136	)	$	(95	)	$	318	$	(318	)	$	6,122	$	673		$	16,814




See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(Unaudited)
(In thousands)
																	Common					Accumulated
			Additional						Unallocated			Unallocated			Deferred		Stock for					Other
	Common		Paid-in			Treasury			ESOP			RSP			Compensation		Deferred			Retained		Comprehensive
	Stock		Capital			Stock			Shares			Shares			Obligation		Compensation			Earnings		Income		Total
Balance at September 30, 2011	$	172	$	10,314		$	(190	)	$	(233	)	$	(87	)	$	285	$	(285	)	$	5,942	$	712	$	16,630
Net income for the nine months
ended June 30, 2012		-		-			-			-			-			-		-			216		-		216
Amortization of ESOP shares		-		(34	)		-			58			-			-		-			-		-		24
Change in unrealized gain on
securities available for sale,
net of tax		-		-			-			-			-			-		-			-		51		51
Deferred compensation plan		-		-			-			-			-			17		-			-		-		17
Common stock acquired for
deferred compensation plan		-		-			-			-			-			-		(17	)		-		-		(17	)
Allocation of RSP shares		-		10			-			-			(10	)		-		-			-		-		0
Tax expense of stock benefit plans		-		(3	)		-			-			-			-		-			-		-		(3	)
Adjustment to mimimum pension
liability, net of tax		-		-			-			-			-			-		-			-		8		8
Balance at June 30, 2012	$	172	$	10,287		$	(190	)	$	(175	)	$	(97	)	$	302	$	(302	)	$	6,158	$	771	$	16,926

See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)
(In thousands)
	For the Nine Months Ended
	June 30,
	2012			2011
Cash flows from operating activities:
Net income	$	216		$	317
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation		89			95
Amortization of premiums and discounts, net		42			33
Amortization of deferred loan fees and costs, net		9			19
Provision for loan losses		-			135
Provision for losses on real estate owned		297			65
Originations of loans held for sale, net of repayments		(3,764	)		(3,842	)
Gain on sale of loans		(27	)		(11	)
Proceeds from sale of loans held for sale		3,791			4,359
(Gain) loss on disposition of premises and equipment		(4	)		2
Decrease (increase) in other assets		442			(104	)
Decrease (increase) in accrued interest receivable		44			(21	)
Increase in other liabilities		163			148
Amortization/allocation of ESOP and RSP		25			39
Increase in deferred compensation stock obligation		17			33
Net cash provided by operating activities		1,340			1,267
Cash flows from investing activities:
Purchase of securities available for sale		(10,912	)		(14,028	)
Proceeds from payments and maturities of securities available for sale		13,591			12,542
Proceeds from payments and maturities of securities held to maturity		17			13
Proceeds from sale of loans		-			77
Loan disbursements, net payments		(536	)		745
Proceeds from sale of real estate owned		883			610
Purchase of Federal Home Loan Bank stock		(125	)		(58	)
Purchase of premises and equipment		(107	)		(42	)
Proceeds from sale of premises and equipment		4			-
Net cash provided by (used in) investing activities		2,815			(141	)
Cash flows from financing activities:
Net decrease in deposits		(3,801	)		(4,074	)
Net increase in short-term borrowed funds		4,000			2,750
Repayment of long-term borrowed funds		(1,000	)		(1,000	)
Increase in advance payments by borrowers for taxes
and insurance		105			95
Purchase of common shares for deferred compensation plan		(17	)		(33	)
Net cash used in financing activities		(713	)		(2,262	)
Net increase (decrease) in cash and cash equivalents		3,442			(1,136	)
Cash and cash equivalents at beginning of period		3,828			6,019
Cash and cash equivalents at end of period	$	7,270		$	4,883
Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest on deposits and borrowed funds	$	1,059		$	1,342
Income taxes		1			130
Transfers to real estate owned		14			1,041

(Unaudited)

~~See~~(In ~~notes to unaudited consolidated financial statements.~~thousands)

	For the Three Months Ended
	December 31,
	2012			2011

Cash flows from operating activities:
Net income	$	54		$	107
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation		33			28
Amortization of premiums and discounts, net		19			13
Amortization of deferred loan fees and costs, net		1			2
Provision for losses on real estate owned		-			95
Gain on sale of real estate owned, net		(149	)		(2	)
Originations of loans held for sale, net of repayments		(941	)		(1,637	)
Gain on sale of loans		(16	)		(7	)
Proceeds from sale of loans held for sale		1,107			1,644
Gain on disposition of premises and equipment		-			(4	)
Decrease in other assets		94			125
Decrease (increase) in accrued interest receivable		8			(9	)
(Decrease) increase in other liabilities		(128	)		100
Amortization/allocation of ESOP and RSP		12			6
Net cash provided by operating activities		94			461

Cash flows from investing activities:
Purchase of securities available for sale		(7,992	)		(6,021	)
Proceeds from payments and maturities of securities available for sale		4,673			6,387
Proceeds from payments and maturities of securities held to maturity		4			3
Loan payments (disbursements), net		437			(1,522	)
Proceeds from sale of real estate owned		594			246
Redemption (purchase) of Federal Home Loan Bank stock		217			(214	)
Purchase of premises and equipment		(37	)		(6	)
Proceeds from sale of premises and equipment		-			4
Net cash used in investing activities		(2,104	)		(1,123	)

Cash flows from financing activities:
Net increase (decrease) in deposits		4,385			(4,449	)
Net (decrease) increase in short-term borrowed funds		(4,825	)		5,755
Repayment of long-term borrowed funds		-			(1,000	)
(Decrease) increase in advance payments by borrowers for taxes
and insurance		(31	)		48
Net cash (used in) provided by financing activities		(471	)		354

Net decrease in cash and cash equivalents		(2,481	)		(308	)
Cash and cash equivalents at beginning of period		4,781			3,828
Cash and cash equivalents at end of period	$	2,300		$	3,520

Supplemental Disclosures of Cash Flow Information:
Cash paid for:
Interest on deposits and borrowed funds	$	292		$	390
Income taxes		-			-

Transfers to real estate owned		-			14



See notes to unaudited consolidated financial statements.

ROEBLING FINANCIAL CORP, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Roebling Financial Corp, Inc. (the “Company”) have been prepared in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information presented reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of results for the interim period.

The results of operations for the three ~~and nine~~ months ended ~~June~~December 3031, 2012, are not necessarily indicative of the results to be expected for the year ending September 30, ~~2012~~2013, or any other future interim period. The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, ~~2011~~2012 included in the Company’s Annual Report on Form 10-K.

NOTE 2 – EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding, adjusted for unearned shares of the Employee Stock Ownership Plan (“ESOP”). Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effect of outstanding stock options and compensation grants, if dilutive, using the treasury stock method.

The following is a summary of the Company’s earnings per share calculations:

Three Months Ended

~~Nine Months Ended~~

June 30,

December 31,

2012

2011

~~2012~~

~~2011~~

Net income

~~103~~54,~~999~~242

10107,~~554~~018

~~215,602~~

~~316,643~~

Weighted average common shares

outstanding for computation of

basic EPS (1)

1,~~664~~669,~~795~~370

1,~~655~~660,~~644~~220

~~1,662,507~~

~~1,653,357~~

Common-equivalent shares due to

the dilutive effect of stock options

and RSP awards

Weighted-average common shares

for computation of diluted EPS

1,~~664~~669,~~795~~370

1,~~655~~660,~~644~~220

~~1,662,507~~

~~1,653,357~~

Earnings per common share:

Basic

0.0603

0.0106

~~0.13~~

~~0.19~~

Diluted

0.0603

0.0106

~~0.13~~

~~0.19~~

(1) Excludes unallocated ESOP shares

NOTE 3 – SECURITIES AVAILABLE FOR SALE

	December 31, 2012
	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value

Investment Securities
U.S. Government and Agency Securities:
Due after one year through five years	$	6,000,000	$	86,960	$	-	$	6,086,960
Due after five years through ten years		18,872,512		166,437		20,170		19,018,779

Marketable Equity Securities		2,888		-		2,784		104

Residential Mortgage-backed Securities		20,878,801		1,066,862		-		21,945,663

	$	45,754,201	$	1,320,259	$	22,954	$	47,051,506

	September 30, 2012
	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value

Investment Securities
U.S. Government and Agency Securities:
Due within one year	$	1,000,000	$	2,460	$	-	$	1,002,460
Due after one year through five years	$	5,000,000	$	96,260		-		5,096,260
Due after five years through ten years		13,881,488		190,592		-		14,072,080

Marketable Equity Securities		2,888		-		2,776		112

Residential Mortgage-backed Securities		22,569,487		1,260,351		-		23,829,838

	$	42,453,863	$	1,549,663	$	2,776	$	44,000,750

There were no sales of investment securities or mortgage-backed securities during the three months ended December 31, 2012.

The following tables provide a summary of securities available for sale which were in an unrealized loss position at December 31, 2012 and September 30, 2012. Approximately $2,800 or 12% and $2,800 or 100% of the unrealized loss as of December 31, 2012 and September 30, 2012, respectively, was comprised of securities in a continuous loss position for twelve months or more. Unrealized losses on government and agency and mortgage-backed debt securities are caused primarily by changes in market interest rates. The Company does not intend to sell these securities and it is not likely that we would be required to sell them before recovery of the amortized cost basis.

	December 31, 2012
	Under One Year				One Year or More
			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Loss		Fair Value		Loss

U.S. Government and Agency Securities	$	3,979,830	$	20,170	$	-	$	-
Marketable Equity Securities		-		-		104		2,784

Total available for sale	$	3,979,830	$	20,170	$	104	$	2,784

	June 30, 2012
	September 30, 2012
	Amortized		Gross Unrealized				Estimated
	Under One Year				One Year or More
	Cost		Gains		Losses		Fair Value
			Gross				Gross
Investment Securities
	Estimated		Unrealized		Estimated		Unrealized
U.S. Government and Agency Securities:
	Fair Value		Loss		Fair Value		Loss
Due within one year	$	1,000,000	$	4,840	$	-	$	1,004,840
Marketable Equity Securities	$	-	$	-	$	112	$	2,776
Due after one year through five years		6,000,000		109,070		-		6,109,070
Total available for sale	$	-	$	-	$	112	$	2,776
Due after five years through ten years		10,853,837		138,438		-		10,992,275
Marketable Equity Securities		2,888		-		2,784		104
Residential Mortgage-backed Securities		20,890,022		1,184,613		-		22,074,635
	$	38,746,747	$	1,436,961	$	2,784	$	40,180,924

	September 30, 2011
	Amortized		Gross Unrealized				Estimated
	Cost		Gains		Losses		Fair Value
Investment Securities
U.S. Government and Agency Securities:
Due after one year through five years	$	8,000,000	$	120,410	$	-	$	8,120,410
Due after five years through ten years		10,997,704		58,196		930		11,054,970
Marketable Equity Securities		2,888		-		2,792		96
Residential Mortgage-backed Securities		22,467,391		1,175,179		450		23,642,120
	$	41,467,983	$	1,353,785	$	4,172	$	42,817,596

There were no sales of investment securities or mortgage-backed securities during the nine months ended June 30, 2012.

The following tables provide a summary of securities available for sale which were in an unrealized loss position at June 30, 2012 and September 30, 2011. Approximately $2,800 or 100% and $2,800 or 67% of the unrealized loss as of June 30, 2012 and September 30, 2011, respectively, was comprised of securities in a continuous loss position for twelve months or more. Unrealized losses on government and agency and mortgage-backed debt securities are caused primarily by changes in market interest rates. The Company does not intend to sell these securities and it is not likely that we would be required to sell them before recovery of the amortized cost basis.

	June 30, 2012
	Under One Year				One Year or More
			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Loss		Fair Value		Loss
Marketable Equity Securities	$	-	$	-	$	104	$	2,784
Total available for sale	$	-	$	-	$	104	$	2,784

	September 30, 2011
	Under One Year				One Year or More
			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Loss		Fair Value		Loss
U.S. Government and Agency Securities	$	999,070	$	930	$	-	$	-
Marketable Equity Securities		-		-		96		2,792
Residential Mortgage-backed Securities		1,026,552		450		-		-
Total available for sale	$	2,025,622	$	1,380	$	96	$	2,792

NOTE 4 – SECURITIES HELD TO MATURITY

	June 30,		September 30,
	December 31,		September 30,
	2012		~~2011~~2012
Residential Mortgage-backed Securities:
Amortized cost	$	9284,~~298~~926	$	~~109~~88,~~236~~653
Gross unrealized gains		2,~~612~~603		32,~~424~~910
Gross unrealized losses		-		-
Estimated fair value	$	9487,~~910~~529	$	~~112~~91,~~660~~563

NOTE 5 – LOANS RECEIVABLE, NET

The Company has segmented its loans into three portfolio segments of residential, commercial purpose and consumer. It has further disaggregated these segments into additional classes of loans. The residential portfolio segment includes loans to consumers, secured by one-to-four family residential properties that are generally owner-occupied. This portfolio segment includes two classes, mortgage loans and home equity loans. Commercial purpose loans are one segment and one class of receivable. These are loans made to individuals and businesses for business purposes. They are generally collateralized by commercial real estate, residential properties (one-to-four or multifamily), land or business assets, and may be provided for permanent or construction financing. The consumer portfolio segment includes non-mortgage loans to individuals for consumer purposes. They are further categorized into three classes, including account loans, unsecured loans and other loans.

The following tables reflect the aging and accrual status of our loan portfolio by portfolio segment and class as of ~~June~~December 3031, 2012 and September 30, ~~2011~~2012.

	Past Due										Total
	30-59		60-89		90+						Loans		Non-		90 + and
December 31, 2012	Days		Days		Days		Total		Current		Receivable		accrual		Accruing
							(In thousands)
Residential:
Mortgage	$	-	$	-	$	490	$	490	$	55,483	$	55,973	$	524	$	-
Home equity		112		-		183		295		26,472		26,767		184		-
Commercial purpose		-		-		900		900		22,925		23,825		840		191
Consumer:
Account loans		-		-		-		-		38		38		-		-
Unsecured		-		-		-		-		86		86		-		-
Other		-		-		-		-		36		36		-		-
	$	112	$	-	$	1,573	$	1,685	$	105,040	$	106,725	$	1,548	$	191

	Past Due										Total
	30-59		60-89		90+						Loans		Non-		90 + and
September 30, 2012	Days		Days		Days		Total		Current		Receivable		accrual		Accruing
							(In thousands)
Residential:
Mortgage	$	-	$	-	$	528	$	528	$	56,084	$	56,612	$	528	$	-
Home equity		-		22		165		187		26,368		26,555		165		-
Commercial purpose		-		-		1,037		1,037		22,938		23,975		846		191
Consumer:
Account loans		-		-		-		-		40		40		-		-
Unsecured		-		-		-		-		79		79		-		-
Other		-		-		-		-		42		42		-		-
	$	-	$	22	$	1,730	$	1,752	$	105,551	$	107,303	$	1,539	$	191

One of the primary methods used by the Company as an indicator of the credit quality of its residential and commercial purpose portfolios is the regulatory classification system. For the consumer portfolio segment, payment performance is the Company’s primary indicator of credit quality. Under the regulatory classification system, assets are classified as “pass,” “special mention,” “substandard,” “doubtful,” or “loss.” A pass asset is considered of sufficient quality to preclude a special mention or adverse rating. Pass assets generally are well protected by the current net worth and paying capacity of the obligor or by the value of the underlyng asset. “Special mention” assets do not expose an institution to sufficient risk to warrant adverse classification, but have potential weaknesses that deserve management’s close attention. An asset is considered substandard if it is inadequately protected by the current equity and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as loss are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. The following tables reflect the credit quality indicators by portfolio segment and class, as of December 31, 2012 and September 30, 2012:


Credit Risk Profile by Classification:
	Residential Mortgage				Home Equity				Commercial Purpose
	December 31,		September 30,		December 31,		September 30,		December 31,		September 30,
(In thousands)	2012		2012		2012		2012		2012		2012

Pass	$	53,273	$	54,636	$	26,473	$	26,247	$	16,854	$	15,664
Special mention		2,176		1,448		129		143		3,717		4,790
Substandard		524		528		125		145		3,008		3,280
Doubtful		-		-		-		-		-		-
Loss		-		-		40		20		246		241
Total	$	55,973	$	56,612	$	26,767	$	26,555	$	23,825	$	23,975

Credit Risk Profile by Performance:
	Consumer
	Account Loans				Consumer Unsecured				Other Consumer
	December 31,		September 30,		December 31,		September 30,		December 31,		September 30,
(In thousands)	2012		2012		2012		2012		2012		2012

Performing	$	38	$	40	$	86	$	79	$	36	$	42
Non-performing		-		-		-		-		-		-
Total	$	38	$	40	$	86	$	79	$	36	$	42

	Past Due					Total
	30-59	60-89	90+			Loans			90+ and
June 30, 2012	Days	Days	Days	Total	Current	Receivable		Non-accrual	Accruing
				(In thousands)
Residential:
Mortgage	$ -	$ 35	$ 495	$ 530	$ 58,211	$ 58,741	$	735	$ -
Home equity	43	81	207	331	26,343	26,674		239	-
Commercial purpose	-	-	1,037	1,037	23,468	24,505		846	191
Consumer:
Account loans	-	-	-	-	45	45		-	-
Unsecured	-	-	-	-	87	87		-	-
Other	-	-	-	-	43	43		-	-
	$ 43	$ 116	$ 1,739	$ 1,898	$ 108,197	$ 110,095	$	1,820	$ 191
	Past Due					Total
	30-59	60-89	90+			Loans			90+ and
September 30, 2011	Days	Days	Days	Total	Current	Receivable		Non-accrual	Accruing
				(In thousands)
Residential:
Mortgage	$ 36	$ -	$ 209	$ 245	$ 55,882	$ 56,127	$	209	$ -
Home equity	91	72	140	303	26,620	26,923		140	-
Commercial purpose	-	-	526	526	26,073	26,599		335	191
Consumer:
Account loans	-	-	-	-	47	47		-	-
Unsecured	-	-	-	-	79	79		-	-
Other	36	-	-	36	71	107		-	-
	$ 163	$ 72	$ 875	$ 1,110	$ 108,772	$ 109,882	$	684	$ 191

One of the primary methods we use as an indicator of the credit quality of our residential and commercial purpose portfolios is the regulatory classification system, along with impaired loan determinations. For the consumer portfolio segment, payment performance is our primary indicator of credit quality. The following tables reflect the credit quality indicators by portfolio segment and class, as of June 30, 2012 and September 30, 2011:

Credit Risk Profile by Classification:
	Residential Mortgage				Home Equity				Commercial Purpose
	June 30,		September 30,		June 30,		September 30,		June 30,		September 30,
(In thousands)	2012		2011		2012		2011		2012		2011
Pass	$	56,754	$	54,389	$	26,322	$	26,590	$	16,668	$	16,896
Special mention		1,252		1,493		113		193		3,932		4,374
Substandard		735		245		219		140		3,905		5,116
Doubtful		-		-		-		-		-		-
Loss		-		-		20		-		-		213
Total	$	58,741	$	56,127	$	26,674	$	26,923	$	24,505	$	26,599
Credit Risk Profile by Performance:
	Consumer
	Account Loans				Consumer Unsecured				Other Consumer
	June 30,		September 30,		June 30,		September 30,		June 30,		September 30,
(In thousands)	2012		2011		2012		2011		2012		2011
Performing	$	45	$	47	$	87	$	79	$	43	$	107
Non-performing		-		-		-		-		-		-
Total	$	45	$	47	$	87	$	79	$	43	$	107

Additional information about impaired loans, by portfolio segment and class, is as follows:

	As of June 30, 2012						As of September 30, 2011
	As of December 31, 2012						As of September 30, 2012
			Unpaid						Unpaid
	Recorded		Principal		Related		Recorded		Principal		Related
(In thousands)	Investment		Balance		Allowance		Investment		Balance		Allowance
With no related allowance:
Residential
Mortgage	$	-	$	-	$	-	$	-	$	-	$	-
Home equity		~~135~~29		~~135~~29		-		~~140~~93		~~140~~93		-
Commercial purpose		1,~~129~~114		1,~~129~~114		-		1,~~441~~119		1,~~441~~119		-
		1,264		1,264		-		1,581		1,581		-
		1,143		1,143				1,212		1,212
With a related allowance:
Residential
Mortgage		-		-	$	-		-		-	$	-
Home equity		72136		72136		2040		-72		-72		-20
Commercial purpose		~~296~~1,004		~~296~~1,004		91336		~~507~~1,004		~~507~~1,004		~~213~~331
		368		368		111		507		507		213
		1,140		1,140		376		1,076		1,076		351
Total:
Residential
Mortgage		-		-		-		-		-		-
Home equity		~~207~~165		~~207~~165		2040		~~140~~165		~~140~~165		-20
Commercial purpose		12,~~425~~118		12,~~425~~118		91336		12,~~948~~123		12,~~948~~123		~~213~~331
Total impaired	$	12,~~632~~283	$	12,~~632~~283	$	~~111~~376	$	2,~~088~~288	$	2,~~088~~288	$	~~213~~351

	For the Three Months Ended								~~For the Nine Months Ended~~
	June 30, 2012				June 30, 2011				June 30, 2012				June 30, 2011
	December 31, 2012				December 31, 2011
	Average		Interest		Average		Interest		~~Average~~		~~Interest~~		~~Average~~		~~Interest~~
	Recorded		Income		Recorded		Income		~~Recorded~~		~~Income~~		~~Recorded~~		~~Income~~
(In thousands)	Investment		Recognized		Investment		Recognized		~~Investment~~		~~Recognized~~		~~Investment~~		~~Recognized~~
With no related allowance:
Residential
Mortgage	$	~~157~~-	$	13-	$	24-	$	-	$	83	$	13	$	28	$	-
Home equity		~~160~~29		1-		~~108~~136		-		~~153~~		1		69		-
Commercial purpose		1,~~135~~115		1516		1,~~622~~360		1822		~~1,178~~		48		~~1,046~~		18
		1,452		29		1,754		18		1,414		62		1,143		18
		1,144		16		1,496		22
With a related allowance:
Residential
Mortgage		-		-		80-		-		-		-		~~390~~		-
Home equity		72136		-		-		-		43		-		-		-
Commercial purpose		~~463~~1,004		3		~~3,230~~506		12		~~564~~		10		~~3,358~~		7
		535		3		3,310		1		607		10		3,748		7
		1,140		3		506		2
Total:
Residential
Mortgage		~~157~~-		13-		~~104~~-		-		83		13		~~418~~		-
Home equity		~~232~~165		1-		~~108~~136		-		~~196~~		1		69		-
Commercial purpose		12,~~598~~119		1819		41,~~852~~866		1924		~~1,742~~		58		~~4,404~~		25
Total impaired	$	12,~~987~~284	$	3219	$	52,~~064~~002	$	1924	$	~~2,021~~	$	72	$	~~4,891~~	$	25

109

An analysis of the allowance for loan losses and the related loans receivable balances at or for the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2011 is as follows:

				Commercial
	Residential			Purpose			Consumer			Unallocated			Total
June 30, 2012	(In thousands)
December 31, 2012	(In thousands)
Allowance for loan losses:
Beginning balance	$	~~216~~250		$	~~982~~986		$	32		$	~~103~~92		$	1,~~304~~330
Provision for loan losses		~~136~~20			(6024	)		(1-	)		~~(75~~4	)		-
Charge-offs		~~(94~~-	)		~~(228~~-	)		-			-			~~(322~~-	)
Recoveries		-			123			-			-			123
Ending Balance	$	~~258~~270		$	~~706~~965		$	2		$	2896		$	~~994~~1,333
Ending balance, allowance for loan losses:
Loans individually evaluated for impairment	$	2040		$	91336		$	-		$	-		$	~~111~~376
Loans collectively evaluated for impairment		~~238~~230			~~615~~629			2			2896			~~883~~957
Total	$	~~258~~270		$	~~706~~965		$	2		$	2896		$	~~994~~1,333
Related loan receivable balance:
Loans individually evaluated for impairment	$	~~207~~165		$	12,~~425~~118		$	-					$	12,~~632~~283
Loans collectively evaluated for impairment		8582,~~208~~575			2321,~~080~~707			~~175~~160						~~108~~104,~~463~~442
Total	$	8582,~~415~~740		$	2423,~~505~~825		$	~~175~~160					$	~~110~~106,~~095~~725
				Commercial
	Residential			Purpose			Consumer			Unallocated			Total
June 30, 2011	(In thousands)
December 31, 2011	(In thousands)
Allowance for loan loss activity:
Beginning balance	$	~~484~~216		$	~~2,664~~982		$	183		$	42103		$	31,~~208~~304
Provision for loan losses		~~(143~~5	)		~~311~~5			~~(14~~-	)		(1910	)		~~135~~-
Charge-offs		~~(107~~-	)		~~(773~~-	)		-			-			~~(880~~-	)
Recoveries		-			443			-			-			443
Ending Balance	$	~~234~~221		$	~~2,246~~990		$	43		$	2393		$	21,~~507~~307
Ending balance, allowance for loan losses:
Loans individually evaluated for impairment	$	-		$	~~1,376~~233		$	-		$	-		$	~~1,376~~233
Loans collectively evaluated for impairment		~~234~~221			~~870~~757			43			2393			1,~~131~~074
Total	$	~~234~~221		$	~~2,246~~990		$	43		$	2393		$	21,~~507~~307
Related loan receivable balance:
Loans individually evaluated for impairment	$	~~140~~126		$	41,~~269~~783		$	-					$	41,~~409~~909
Loans collectively evaluated for impairment		8284,~~443~~915			24,~~809~~388			~~265~~183						~~107~~109,~~517~~486
Total	$	8285,~~583~~041		$	2926,~~078~~171		$	~~265~~183					$	111,~~926~~395

NOTE 6 – BENEFIT PLANS

Stock Option Plan

The Company has stock option plans (“Plans”) which authorize the issuance of up to 168,746 shares upon the exercise of stock options that may be awarded to officers, directors, key employees, and other persons providing services to the Company. Shares issued on the exercise of options may be authorized but unissued shares, treasury shares or shares acquired on the open market. The options granted under the Plans constitute either Incentive Stock Options or Non-Incentive Stock Options. The options are granted at an exercise price equal to the fair market value of the Company’s common stock on the date of grant and expire not more than 10 years after the date of grant. At June 30, 2012, there were 26,434 shares remaining for future option awards.

~~The following table summarizes activity under the Plans for the nine months ended June 30, 2012:~~10

				Average
	Number of			Exercise
	Shares			Price
Outstanding September 30, 2011		103,242		$	11.283
Forfeited		(10,000	)		12.725
Outstanding June 30, 2012		93,242		$	11.128

services to the Company. Shares issued on the exercise of options may be authorized but unissued shares, treasury shares or shares acquired on the open market. The options granted under the Plans constitute either Incentive Stock Options or Non-Incentive Stock Options. The options are granted at an exercise price equal to the fair market value of the Company’s common stock on the date of grant and expire not more than 10 years after the date of grant. At December 31, 2012, there were 26,434 shares remaining for future option awards. There was no activity under the Plans for the three months ended December 31, 2012.

The following table summarizes all options outstanding as of ~~June~~December 3031, 2012, all of which are exercisable:

Number	Exercise		Remaining
of Shares	Price		Contractual Life
54,642	$	10.000	3.61 years
38,600		12.725	4.2 years
38,400		12.725	3.7 years
93,242	$	11.128	3.8 years
93,042	$	11.125	3.3 years

No stock option expense was recorded in the ~~nine~~three months ended ~~June~~December 3031, 2012 or 2011 because all options were previously fully vested.

Restricted Stock Plan

The Company has restricted stock plans (“Plans”) which provide for the award of shares of restricted stock to directors, officers and employees. The Plans provide for the purchase of 67,496 shares of common stock in the open market to fund such awards. All of the Common Stock to be purchased by the Plans is purchased at the fair market value on the date of purchase. Awards under the Plans are made in recognition of expected future services to the Company by its directors, officers, and key employees responsible for implementation of the policies adopted by the Company’s Board of Directors and as a means of providing a further retention incentive. Compensation expense on Plan shares is recognized over the vesting periods based on the market value of the stock on the date of grant. Recipients of awards receive compensation payments equal to dividends paid prior to the date of vesting within 30 days of each dividend payment date. As of ~~June~~December 3031, 2012, there were 22,448 shares remaining for future awards. Compensation expense for the Plans was approximately $800 ~~and $1,900, respectively,~~ for the three ~~and nine~~ months ended ~~June~~December 3031, 2012, compared to $3,300 ~~and $11,200~~ for the same 2011 ~~periods~~period.

12The following table summarizes changes in unvested shares for the three months ended December 31, 2012:

The following table summarizes changes in unvested shares for the nine months ended June 30, 2012:

				Weighted
				Average
	Number			Grant Date
	of Shares			Fair Value

Outstanding September 30, 2012		557		$	5.750
Granted		-			-
Vested		(557	)		5.750
Forfeited		-			-

Outstanding December 31, 2012		-		$	-

				Weighted
				Average
	Number			Grant Date
	of Shares			Fair Value
Outstanding September 30, 2011		2,796		$	6.948
Granted		-			-
Vested		(1,195	)		8.553
Forfeited		(1,044	)		5.750
Outstanding June 30, 2012		557		$	5.750

Employee Stock Ownership Plan

Effective upon the consummation of the Bank’s initial stock offering, an Employee Stock Ownership Plan ("ESOP") was established for all eligible employees who have completed a twelve-month period of employment with the Bank and at least 1,000 hours of service, and have attained the age of 21. The ESOP used $156,800 in proceeds from a term loan to purchase 62,149 shares of Bank common stock during the stock offering. In fiscal 2004, the ESOP purchased 72,861 shares of common stock in the second-step conversion with the proceeds of a $776,000 loan from ~~the Company, which has a 10-year term and an interest rate of 4.75%. $47,000 of the proceeds was used to payoff the prior outstanding debt.~~

the Company, which has a 10-year term and an interest rate of 4.75%. $47,000 of the proceeds was used to payoff the prior outstanding debt.

Shares purchased with the loan proceeds were initially pledged as collateral for the loans and are held in a suspense account for future allocation among participants. Contributions to the ESOP and shares released from the suspense account are in an amount proportional to the loan repayment. Shares are allocated among the participants on the basis of compensation, as described by the ESOP, in the year of allocation.

The ESOP is accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 718. The ESOP shares pledged as collateral are reported as unallocated ESOP shares in the statements of financial condition. As shares are committed to be released from collateral, the Bank reports compensation expense equal to the current market price of the shares, and the shares become outstanding for basic net income per common share computations. ESOP compensation expense was approximately $811,~~800~~200 and $247,~~200,~~400 ~~respectively,~~ for the three ~~and~~months ~~nine-month periods~~ ended ~~June~~December 3031, 2012, ~~compared to $10,900~~ and ~~$31~~2011,~~400~~ ~~for the same 2011 periods~~respectively.

NOTE 7 – FAIR VALUE MEASUREMENTS

On October 1, 2008, the Company adopted the FASB guidance on fair value measurements, codified into ASC Topic 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The guidance applies to other accounting pronouncements that require or permit fair value measurements. ASC Topic 820 clarifies that fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, rather than an entry price that would be paid to acquire an asset or liability. It also establishes a fair value hierarchy that distinguishes between assumptions developed based on market data obtained from independent sources (observable inputs), and assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy levels are summarized as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2:

Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or observable market data.

Level 3:

Unobservable inputs where there is little, if any, market activity and that are developed based on the best information available under the circumstances.

Determination of the appropriate level within the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement.

Assets and liabilities measured at fair value on a recurring basis, segregated by fair value hierarchy level, are summarized below:

	Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
June 30, 2012
December 31, 2012
Securities available for sale:
U.S. government and agency securities	$	-	$	1825,106	$	-	$	1825,106
Mortgage-backed securities		-		2221,~~075~~945		-		2221,~~075~~945
September 30, 2011
September 30, 2012
Securities available for sale:
U.S. government and agency securities	$	-	$	1920,~~175~~171	$	-	$	1920,~~175~~171
Mortgage-backed securities		-		23,~~642~~830		-		23,~~642~~830

Assets and liabilities measured at fair value on a non-recurring basis, segregated by fair value hierarchy level, are summarized below:

	Level 1		Level 2		Level 3		Total
	(Dollars in thousands)
June 30, 2012
December 31, 2012
Impaired loans	$	-	$	-	$	~~257~~764	$	~~257~~764
Real estate owned		-		-		-		-
September 30, 2012
Impaired loans	$	-	$	-	$	724	$	724
Real estate owned		-		-		444		444
September 30, 2011
Impaired loans	$	-	$	-	$	293	$	293

A loan is deemed to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loan impairment is measured based on discounted cash flows or collateral value. If a valuation adjustment is required, a portion of the general valuation allowance is allocated equal to the impairment amount. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.

Real estate owned represents properties that have been acquired in foreclosure or by deed-in-lieu of foreclosure. The assets are written down to fair value less estimated costs to sell at the time of foreclosure. Fair value is based on the appraised value, which may be adjusted based on management’s review and market conditions. Subsequent valuations are periodically performed and if the value has declined, an allowance would be established with a charge to operations. Additional impairments of $0 and $~~297~~95,~~200,~~100 ~~respectively,~~on REO properties were recorded during the three ~~and nine~~ months ended ~~June~~December 3031, 2012 and 2011, respectively, as a provision for REO losses~~, compared to $46,000 and $65,000 for the same 2011 periods~~.

NOTE 8 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed herein:

Cash and Cash Equivalents

The carrying amounts of cash and short-term instruments approximate their fair value.

Investment and Mortgage-Backed Securities

Fair values for securities, excluding restricted equity securities, are based on quoted market prices. The carrying values of restricted equity securities approximate fair values.

Loans Receivable

For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for commercial real estate and commercial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. These are categorized as a level 2 hierarchy. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Deposit Liabilities

The fair value of demand deposits, savings deposits and money market accounts are the amounts payable on demand. The fair values of certificates of deposit are based on the discounted value of contractual cash flows. The discount rate is estimated using the rate currently offered for deposits of similar remaining maturities. This is categorized as a level 2 hierarchy.

Short-Term Borrowings

The carrying amounts of federal funds purchased and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements. This is categorized as a level 2 hierarchy.

Long-Term Debt

The fair value of long-term debt is estimated using discounted cash flow analysis based on the current incremental borrowing rates for similar types of borrowing arrangements. This is categorized as a level 2 hierarchy.

Accrued Interest Receivable

The carrying amounts of accrued interest approximate their fair values.

Federal Home Loan Bank of New York Stock

Federal Home Loan Bank of New York stock is valued at cost.

Off-Balance-Sheet Instruments

In the ordinary course of business the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the financial statements when they are funded. Their fair value would approximate fees currently charged to enter into similar agreements.

The carrying values and estimated fair values of financial instruments are as follows (in thousands):

June 30, 2012

September 30, 2011

December 31, 2012

September 30, 2012

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Financial Assets

Cash and cash equivalents

72,~~270~~300

34,~~828~~781

Securities available for sale

4047,~~181~~051

4244,~~818~~001

Securities held to maturity

9285

9588

~~109~~89

~~113~~92

Loans receivable

~~109~~105,~~130~~413

~~111~~108,~~711~~112

~~108~~106,~~616~~001

~~112~~109,~~976~~019

Accrued interest receivable

~~472~~462

~~516~~470

FHLB stock

~~670~~662

~~545~~879

Financial Liabilities

Deposits

~~135~~133,~~418~~288

~~136~~133,~~378~~922

~~139~~128,~~219~~904

~~141~~129,~~293~~498

Borrowed funds

98,~~000~~825

98,~~157~~923

613,~~000~~650

613,~~274~~781

The fair value estimates are made at a discrete point in time based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Further, the foregoing estimates may not reflect the actual amount that could be realized if all or substantially all of the financial instruments were offered for sale.

In addition, the fair value estimates were based on existing on-and-off balance sheet financial instruments without attempting to value the anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include real estate owned, premises and equipment, and advances from borrowers for taxes and insurance. In addition, the tax ramifications related to the realization of the unrealized gains and losses have a significant effect on fair value estimates and have not been considered in any of the estimates.

Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. The lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.

NOTE 9 – SUBSEQUENT EVENTS

The Company has considered whether any events or transactions occurring after ~~June~~December 3031, 2012 would require recognition or disclosure in the financial statements as of or for the three-month orperiod ~~nine-month periods~~ ended ~~June~~December 3031, 2012. No such subsequent events were identified.

16 15

ROEBLING FINANCIAL CORP, INC.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, the ability to control costs and expenses, the impact of our new branches, new legislation and regulations, and general economic conditions. The Company does not undertake and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

The Company's business is conducted primarily through its wholly-owned subsidiary, Roebling Bank (the "Bank"). References to the Company or Registrant refer to the consolidated entity which includes the main operating company, the Bank, unless the context indicates otherwise.

Proposed Merger

On December 28, 2012, the Company jointly announced with TF Financial Corporation (“TF”), the parent company of 3rd Fed Bank, the execution of a definitive merger agreement under which TF is to acquire the Company for approximately $14.5 million in TF stock and cash, or approximately $8.60 per share.

The strategic merger will combine the two holding companies and their subsidiary banks with strong histories of supporting their respective communities, expands 3rd Fed Bank’s New Jersey footprint, and improves product and service offerings to Roebling Bank customers. The resulting combined company will have over $850 million in total assets, $640 million in total loans, and $660 million in total deposits and 19 locations to serve customers in a five county contiguous market area.

Under the terms of the merger agreement, the Company will be merged into TF and Roebling Bank will be merged into 3rd Fed Bank. Roebling Bank branches will become 3rd Fed Bank branches. 50% of the Company’s shares will be converted into TF common stock and the remaining 50% will be converted into cash. The Company’s shareholders will have the option to elect to receive either 0.3640 shares of TF common stock or $8.60 in cash for each Company common share, subject to proration to ensure that in the aggregate 50% of the Company shares will be converted into stock. The transaction is intended to qualify as a tax-free reorganization for federal income tax purposes. The merger is expected to close during the second or third quarter of 2013.

The merger agreement is subject to customary closing conditions, including approval by the Company’s shareholders and applicable banking regulatory authorities.

Overview

At ~~June~~December 3031, 2012, the Company had total assets, deposits, borrowings and stockholders’ equity of $~~163~~161.61 million, $~~135~~133.43 million, $98.08 million and $16.98 million, respectively. For the three months ended ~~June~~December 3031, 2012, the Company reported net income of $~~104~~54,000, or $.0603 per diluted share, compared to net income of $11107,000, or $.0106 per diluted share, for the same period in 2011. ~~For~~Income ~~the~~before ~~nine~~income ~~months~~tax ~~ended~~was ~~June 30~~$162,000 ~~2012,~~for the ~~Company~~three ~~reported~~months ~~net~~ended ~~income~~December ~~of $216~~31,~~000,~~ or2012 ~~$.13 per diluted share,~~ compared to ~~net income of~~ $~~317~~166,000, ~~or $.19 per diluted share,~~ for the ~~same period in 2011. The changes in earnings in the~~ three ~~and nine~~ months ended ~~June~~December 3031, ~~2012~~2011. The ~~compared~~decrease ~~to the same periods~~ in ~~2011~~net ~~are~~income is primarily attributable to ~~changes~~certain in2012 ~~net~~merger-related ~~real estate owned expense and collection~~ expenses, ~~partially~~not ~~offset~~being ~~by changes in income~~ tax ~~expense~~deductible. Real estate owned expense, net and other expense totaled $286,000 and $1,076,000 for the three and nine months ended June 30, 2012, respectively, compared to $427,000 and $913,000 for the same 2011 periods.

~~Formal Agreement~~16

On July 23, 2012, the Bank entered into a formal agreement with the Office of the Comptroller of the Currency (“OCC”), the Bank’s primary federal regulator, in response to regulatory concerns raised in the Bank’s most recent regulatory examination report dated August 1, 2011. The formal agreement requires the Bank to adopt revisions to its Criticized Asset Reduction Plan to protect the Bank’s interests in assets criticized by the examiners or in internal or external loan reviews. The Bank may not extend credit to borrowers whose loans are criticized by examiners or in loan reviews unless necessary to protect the interests of the Bank. The Bank must also adopt a written capital plan with specific plans for maintaining capital levels to support the Bank’s current size, condition and risk profile. The Bank may not pay dividends without prior written non-objection from the OCC. The Bank must also develop a profit plan to improve and sustain the Bank’s earnings. In addition, the Board must undertake a review of management’s capabilities and develop a management succession plan. The formal agreement further requires the adoption of a revised contingency funding plan, changes to the Bank’s internal audit program and revisions to its information security program. The Bank has been working on the items called for in the formal agreement over the past year. Management believes that it has already completed many of the items and has made significant progress in complying with the terms of the agreement. The formal agreement replaces and supersedes the Supervisory Agreement previously entered into with the Office of Thrift Supervision, dated as of June 17, 2009

Changes in Financial Condition

Total assets decreased by $~~247~~685,000 or .1542%, to $~~163~~161.61 million at ~~June~~December 3031, 2012, from $~~163~~161.98 million at September 30, ~~2011~~2012. Cash and cash equivalents ~~increased by $3.4 million while investment securities~~ decreased by $2.75 million and loans receivable, net, ~~increased~~decreased by $~~514~~588,000, while investment securities increased by $3.0 million. Real estate owned (“REO”) decreased by $~~1.2 million~~444,000 to $~~444~~0,~~000~~ ~~from~~as ~~$1.6~~our ~~million. Eight~~remaining ~~properties~~REO ~~were~~property was sold ~~during~~in ~~the~~December. Deposits ~~nine~~increased ~~months~~by ~~ended~~$4.4 ~~June~~million ~~30,~~or ~~2012,~~3.4% ~~leaving~~with ~~one~~an ~~property~~increase in ~~the~~core ~~REO~~deposit ~~portfolio. Deposits~~accounts ~~decreased~~of by $36.87 million, orpartially ~~2.7%,~~offset ~~with~~by a decrease in certificates of deposit of $82.43 million,. The ~~partially~~increase ~~offset~~in bycore andeposits ~~increase~~is inprimarily ~~core~~due ~~deposit~~to ~~accounts~~an increase of 4.$6.1 million in municipal account balances, which fluctuate based on tax payment cycles. The ratio of core deposits (non-certificates) to total deposits continues to improve, increasing to 5960.27% at ~~June~~December 3031, 2012 from 5457.25% at September 30, ~~2011~~2012. Borrowed funds ~~increased~~decreased by $34.08 million, to $98.08 million at ~~June~~December 3031, 2012 from $613.06 million at September 30, ~~2011~~2012. Stockholders’ equity ~~increased~~decreased by $~~296~~81,000 for the three months ended December 31, 2012, primarily attributable to an unrealized loss on available for sale securities, net ~~income~~of tax, of $~~216~~150,000, ~~for~~partially ~~the~~offset ~~nine~~by ~~months~~net ~~ended~~income ~~June~~of 30$54, ~~2012~~000.

Results of Operations

Net Interest Income. For the three-months ended ~~June~~December 3031, 2012, the Company reported net interest income before provision for loan losses of $1,~~228~~221,000, compared to $1,~~292~~251,000 for the same period in 2011. The decrease in net interest income was the result of a decrease in interest income of $~~171~~128,000, partially offset by a decrease in interest expense of $~~107~~98,000. The interest rate spread was 2.9792% for the three months ended ~~June~~December 3031, 2012 compared to 32.0394% for the three months ended ~~June~~December 3031, 2011, while the net interest margin was 3.2316% for the 2012 period compared to 3.3119% for the 2011 period. ~~For~~The ~~the nine-month period ended June 30, 2012, the~~ Company’s ~~reported~~spread ~~net~~and ~~interest~~margin ~~income~~decreased ~~before~~slightly ~~provision~~ for ~~loan losses of $3,726,000, compared to $3,877,000 for~~ the ~~nine~~three months ended ~~June~~December 3031, ~~2011. The interest rate spread was 2.96% for the nine months ended June 30,~~ 2012 compared to ~~3.00% for~~ the ~~nine~~same ~~months~~2011 ~~ended June 30~~period, ~~2011,~~as ~~while~~ the ~~net~~average ~~interest~~yield ~~margin~~on ~~was~~total ~~3.22%~~interest-earning ~~for~~assets ~~the~~decreased ~~2012~~by ~~period~~more ~~compared~~than tothe ~~3.28%~~average ~~for~~cost ~~the~~of ~~2011 period~~funds. The ratio of average interest-earning assets to average interest-bearing liabilities increased to 131.28% ~~and 128.2%~~ for the three ~~and nine~~ months ended ~~June~~December 3031, 2012, ~~respectively,~~ from 125.17% ~~and 124.6%~~ for the same 2011 ~~periods~~period.

The average balance of total interest-earning assets for the three months ended ~~June~~December 3031, 2012 decreased by $42.35 million compared to the three months ended ~~June~~December 3031, 2011, while the average yield decreased to 43.0892% from 4.4118%. The decrease in total interest income of $~~171~~128,000 for the three months ended ~~June~~December 3031, 2012 is comprised of a decrease in interest income of $~~116~~100,000 on loans receivable and a decrease of $5528,000 in interest income on investment securities and other interest-earning assets. Average loan receivable balances decreased by $13.85 million for the three months ended ~~June~~December 3031, 2012 compared to the same 2011 period, while the average yield decreased to 4.6865% from 54.0187%. The average balance of loans decreased as repayment levels on loans exceeded origination volume. The decrease in loan yields is attributable to both a shift in the portfolio composition as well as residential mortgage and home equity loan refinances to lower rates. The makeup of the loan portfolio continues to shift, with a greater percentage of loans in residential mortgage and home equity loans and a lesser percentage in commercial purpose loans. For the three months ended ~~June~~December 3031, 2012, compared to the same 2011 period, the average balance of securities and other interest-earning assets ~~decreased~~increased by $21.50 million ~~compared to the same 2011 period~~, while the average yield decreased to 2.5429% from 2.8958%.

The average balance of ~~total~~ interest-~~earning~~bearing ~~assets~~liabilities ~~for the nine months ended June 30, 2012~~ decreased by $37.5 million ~~compared~~for to the ~~nine~~three months ended ~~June~~December 3031, 2012 compared to same 2011 period, while the average ~~yield~~cost decreased to 41.1400% from 41.4225%. The decrease in total interest ~~income~~expense of $~~433~~98,000 for the ~~nine~~three months ended ~~June~~December 3031, 2012 is comprised of a $92,000 decrease in interest ~~income~~expense ~~of $285,000~~ on ~~loans~~deposits ~~receivable~~ and a ~~decrease of~~ $~~148~~6,000 decrease in interest ~~income~~expense ~~from~~on ~~securities and other interest-earning assets~~borrowings. Average ~~loan~~interest-bearing ~~receivable~~deposit balances decreased by $27.30 million ~~for~~with ~~the~~a ~~nine~~decrease ~~months~~in ~~ended June 30, 2012 compared to~~ the ~~same 2011 period, while the~~ average ~~yield~~cost ~~decreased~~ to 4.7889% ~~from~~for ~~5.02%. For~~ the ~~nine~~three months ended ~~June~~December 3031, 2012, ~~the~~compared ~~average~~to ~~balance~~1.15% offor ~~securities~~the ~~and~~same ~~other~~2011 ~~interest-earning~~period, ~~assets~~while average borrowings decreased by $~~1.2~~554,000, ~~million~~with ~~compared~~a todecrease ~~the~~in ~~same 2011 period, while~~ the average ~~yield~~cost ~~decreased~~ to 2.5686% from 2.9498%.

~~The~~Provision ~~average~~for ~~balance~~Loan ofLosses. There ~~interest-bearing~~were ~~liabilities~~no ~~decreased~~provisions byfor ~~$9.0~~loan ~~million~~losses or charge-offs for the three months ended ~~June~~December 3031, 2012 ~~compared~~or ~~to same~~ 2011 ~~period, while the average cost decreased to 1~~.~~11% from 1.38%.~~ ~~The~~Recoveries ~~decrease~~of in$2,800 ~~total~~and ~~interest expense of~~ $~~107~~2,~~000~~400 ~~for~~were recorded during the three months ended ~~June~~December 3031, 2012 isand ~~comprised~~2011, ofrespectively. At aDecember ~~$100~~31,~~000~~ ~~decrease~~2012, inthe ~~interest~~allowance ~~expense~~for onloan ~~deposits~~losses ~~and~~was a $71,333,000 ~~decrease~~(1.25% inof ~~interest~~the ~~expense~~loan onportfolio ~~borrowings~~and 76. ~~Average~~6% ~~interest~~of non-~~bearing~~performing ~~deposit~~loans) ~~balances~~compared ~~decreased~~to by $81,330,000 (1.424% ~~million~~of ~~with a decrease in~~ the ~~average~~loan ~~cost~~portfolio toand 176.029% ~~for~~of ~~the~~non-performing ~~three~~loans) ~~months~~at ~~ended~~September ~~June~~ 30, 2012. Non-performing loans, ~~compared~~consisting toof ~~1.29%~~non-accrual ~~for~~loans ~~the~~and ~~same~~accruing ~~2011~~loans ~~period,~~more ~~while~~than ~~average~~90 ~~borrowings~~days ~~decreased~~delinquent, bywere $~~600,000,~~1.7 ~~with~~million aat ~~decrease~~December in31, ~~the~~2012 ~~average~~and ~~cost~~September to30, 22012, representing 1.7763% ~~from~~and 21.9261% of total loans, respectively. Management continually monitors

and adjusts the allowance for loan losses based upon its analysis of the loan portfolio. This analysis includes an evaluation of known and inherent risks in the loan portfolio, past loss experience, current economic conditions, industry loss reserve levels, adverse situations which may affect the borrower, the estimated value of any underlying collateral and other relevant factors. However, there can be no assurance that additions to the allowance for loan losses will not be required in future periods or that actual losses will not exceed estimated amounts. See also Note 5 – Loans Receivable, Net.

Activity in the allowance for loan losses is summarized as follows:

	Three Months Ended
	December 31,
	2012		2011

Balance - beginning	$	1,330,204	$	1,304,500
Provision for loan losses		-		-
Charge-offs		-		-
Recoveries		2,804		2,410

Balance - ending	$	1,333,008	$	1,306,910

Non-interest Income. Non-interest income increased $19,000, or 15.3%, to $143,000 for the three months ended December 31, 2012 compared to $124,000 for the same 2011 period. Loan fees increased by $4,000 due to an increase in loan servicing income on a larger portfolio of loans serviced. Account servicing and other fees increased by $6,000, primarily as a result of an increase in fees from debit card transactions. Gain on sale of loans increased by $9,000 due to higher premiums on loan sales.

Non-interest Expense. Non-interest expense decreased $7,000, or .6%, to $1,202,000 for the three months ended December 31, 2012, from $1,209,000 for the same period in 2011. Real estate owned expense, net, decreased by $251,000 for the three months ended December 31, 2012 compared to the same 2011 period, primarily due to a $149,000 gain on the sale of our last REO property and the absence of provisions for losses on REO in the 2012 period, compared to $3,000 in gain on sale of REO and $95,000 in REO loss provisions in the 2011 period. Other expense increased by $215,000 for the three months ended December 31, 2012 compared to the same 2011 period, primarily due to an increase of $169,000 in legal and professional fees for merger-related work. Another $40,000 of the increase in other expense is attributable to collection costs on problem loans.

Income Taxes. The Company recorded income tax expense of $108,000 and $59,000 for the three months ended December 31, 2012 and 2011, respectively, reflecting an effective tax rate of 66.7% and 35.5%, respectively. The variance in effective tax rates is due to permanent book / tax differences, with a significant portion of the merger-related expenses being non-deductible for tax purposes.

The average balance of interest-bearing liabilities decreased by $6.2 million for the nine months ended June 30, 2012 compared to same 2011 period, while the average cost decreased to 1.18% from 1.42%. The decrease in total interest expense of $282,000 for the nine months ended June 30, 2012 is comprised of a $264,000 decrease in interest expense on deposits and an $18,000 decrease in interest expense on borrowings. Average interest-bearing deposit balances decreased by $6.4 million with a decrease in the average cost to 1.09% for the nine months ended June 30, 2012, compared to 1.33% for the same 2011 period, while average borrowings increased by $142,000, with a decrease in the average cost to 2.53% from 2.92%.

Provision for Loan Losses. There was no provision for loan losses for the three and nine month periods ended June 30, 2012, compared to $85,000 and $135,000, respectively, for the same periods in 2011. Charge-offs of $322,000 and $880,000 were recorded during the nine months ended June 30, 2012 and 2011, respectively. At June 30, 2012, the allowance for loan losses was $994,000 (.90% of the loan portfolio and 49.4% of non-performing loans) compared to $1,305,000 (1.19% of the loan portfolio and 149.17% of non-performing loans) at September 30, 2011. Non-performing loans, consisting of non-accrual loans and accruing loans more than 90 days delinquent, were $2.0 million or 1.83% of total loans at June 30, 2012, compared to $875,000 or .80% at September 30, 2011 and $3.2 million or 2.86% at June 30, 2011. Management continually monitors and adjusts the allowance for loan losses based upon its analysis of the loan portfolio. This analysis includes an evaluation of known and inherent risks in the loan portfolio, past loss experience, current economic conditions, industry loss reserve levels, adverse situations which may affect the borrower, the estimated value of any underlying collateral and other relevant factors. However, there can be no assurance that additions to the allowance for loan losses will not be required in future periods or that actual losses will not exceed estimated amounts. See also Note 5 – Loans Receivable, Net.

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Balance - beginning	$	1,217,541		$	3,114,690		$	1,304,500		$	3,207,851
Provision for loan losses		-			85,000			-			135,000
Charge-offs		(227,862	)		(729,069	)		(322,116	)		(879,958	)
Recoveries		4,540			36,157			11,835			43,885
Balance - ending	$	994,219		$	2,506,778		$	994,219		$	2,506,778

Non-interest Income. Non-interest income increased $19,000, or 16.8%, to $132,000 for the three months ended June 30, 2012 and $24,000, or 6.6%, to $387,000 for the nine months ended June 30, 2012, compared to the same 2011 periods. Account servicing and other fees increased by $12,000 and $14,000 for the three and nine months ended June 30, 2012, respectively, primarily as a result of an increase in fees from debit card transactions, partially offset by a decrease in NSF fees. Gain on sale of loans increased by $8,000 and $16,000 for the three and nine months ended June 30, 2012, respectively, with secondary market loan volumes driven by mortgage rates at new lows once again.

Non-interest Expense. Non-interest expense decreased $115,000, or 8.8%, to $1,196,000 for the three months ended June 30, 2012, from $1,311,000 for the same period in 2011, and increased $163,000, or 4.5%, to $3,786,000 for the nine months ended June 30, 2012, from $3,623,000 for the same 2011 period. The components of non-interest expense which experienced the most significant changes were real estate owned expense, net and other expense. Real estate owned expense decreased by $40,000 for the three months ended June 30, 2012, respectively, compared to the same 2011 period, primarily due to the absence of provisions for losses on our REO in the 2012 period. For the nine months ended June 30, 2012, real estate owned expense increased by $260,000 compared to the same 2011 period, primarily due to an increase in provisions for losses on REO properties, reflecting a decline in fair values of properties in the REO portfolio. Other expense decreased by $101,000 and $97,000 for the three and nine months ended June 30, 2012, respectively, compared to the same 2011 periods, primarily due to a reduction in problem loan-related costs. Service bureau and data processing expense increased by

$15,000 and $58,000 for the three and nine months ended June 30, 2012, respectively, compared to the same 2011 periods, largely due to an increase in the level of outside support required in the administration of our network and equipment during the period. Federal deposit insurance premiums were essentially unchanged for the three months ended June 30, 2012 compared to the same 2011 period. For the nine months ended June 30, 2012, federal deposit insurance premiums decreased by $51,000 compared to the same 2011 period, primarily due to the changes in the assessment base and rates, effective as of April 1, 2011.

Income Taxes. The Company recorded income tax expense of $60,000 and a tax benefit of $2,000 for the three months ended June 30, 2012 and 2011, respectively. For the nine months ended June 30, 2012 and 2011, the Company recorded tax expense of $111,000 and of $165,000, respectively, reflecting an effective tax rate of 33.9% and 34.2%, respectively.

Liquidity and Regulatory Capital Compliance

OnThe ~~June 30, 2012, the~~ Bank’s ~~was~~capital inamounts ~~compliance~~and ~~with~~ratios ~~its~~for regulatory capital ~~requirements~~adequacy purposes as ~~follows~~of December 31, 2012, are presented in the following table:

(Dollars in thousands)	Amount		Ratio
Tangible capital	$	1413,~~096~~950		8.7075	%
Tangible capital requirement		2,~~429~~391		1.50	%
Excess over requirement	$	11,~~667~~559		7.2025	%
Core capital	$	1413,~~096~~950		8.7075	%
Core capital requirement		6,~~478~~377		4.00	%
Excess over requirement	$	7,~~618~~573		4.7075	%
Risk-based capital	$	15,~~090~~103		16.1140	%
Risk-based capital requirement		7,~~493~~366		8.00	%
Excess over requirement	$	7,~~597~~737		8.1140	%

The ~~Company~~Office ~~anticipates~~of ~~that~~the itComptroller ~~will have sufficient funds available to meet its current commitments. As~~ of ~~June~~the ~~30,~~Currency ~~2012~~(“OCC”), the Bank’s ~~had~~primary ~~outstanding~~federal ~~commitments~~regulator, tohas ~~fund~~also ~~loans~~established ofhigher ~~$2.1~~Individual ~~million,~~Minimum ~~commitments~~Capital onRatios ~~unused~~(“IMCR’s) ~~lines~~for ofthe ~~credit~~Bank ofthan ~~$13.0~~required ~~million,~~by ~~undisbursed~~regulation. The ~~construction~~IMCR’s ~~loans~~are of(i) ~~$211,000~~Tier ~~and $~~1.2 ~~million~~Capital inat ~~commitments~~least equal to ~~sell~~8% ~~loans. Certificates~~ of ~~deposit~~adjusted ~~scheduled~~total toassets; ~~mature~~(ii) inTier ~~one~~1 ~~year~~Capital orat ~~less~~least asequal ofto ~~June~~14% ~~30,~~of ~~2012~~risk-weighted ~~totaled~~assets; ~~$33.8~~and ~~million.~~(iii) ~~Based~~Total onCapital ~~historical~~at ~~deposit~~least ~~withdrawals~~equal ~~and~~to ~~outflows,~~15% ~~and~~of onrisk-weighted ~~internal~~assets. As ~~monthly~~of ~~deposit~~December ~~reports~~31, ~~monitored~~2012, bythe ~~management,~~Bank ~~management~~is ~~believes~~in ~~that~~compliance awith ~~majority~~all of ~~such~~its ~~deposits~~capital ~~will remain with the Company~~requirements.

20The Company anticipates that it will have sufficient funds available to meet its current commitments. As of December 31, 2012, the Bank had outstanding commitments to fund loans of $2.3 million, commitments on unused lines of credit of $12.9 million and $425,000 in commitments to sell loans. Certificates of deposit scheduled to mature in one year or less as of December 31, 2012 totaled $33.2 million. Based on historical deposit withdrawals and outflows, and on internal monthly deposit reports monitored by management, management believes that a majority of such deposits will remain with the Company.

Additional Key Operating Ratios

	At or for the Three Months
	Ended June 30,
	Ended December 31,
	2012 (1)			2011 (1)
Earnings per common share (2):
Basic	$	0.0603		$	0.0106
Diluted	$	0.0603		$	0.0106
Return on average assets (1)		0.2614	%		0.0326	%
Return on average equity (1)		21.4728	%		02.2656	%
Interest rate spread (1)		2.9792	%		32.0394	%
Net interest margin (1)		3.2316	%		3.3119	%
Non-interest expense to average assets (1)		2.9799	%		32.1894	%
Non-performing assets to total assets		1.5008	%		21.6247	%
Non-performing loans to total loans		1.8363	%		21.8601	%
Book value per share (3)	$	109.0497		$	9.6993

(1)

~~The ratios for the three month periods presented are annualized.~~

The ratios for the three month periods presented are annualized.

(2)

~~The average number of shares outstanding during the three months ended June 30, 2012~~

The average number of shares outstanding during the three months ended December 31, 2012

was 1,664,795 basic and diluted. The average number of shares outstanding during the three

was 1,669,370 basic and diluted. The average number of shares outstanding during the three

months ended June 30, 2011 was 1,655,644 basic and diluted.

months ended December 31, 2011 was 1,660,220 basic and diluted.

(3)

~~There were 1,686,527 shares outstanding at June 30, 2012 and June 30, 2011.~~

There were 1,686,527 shares outstanding at December 31, 2012 and December 31, 2011.

	For the Nine Months
	Ended June 30,
	2012 (1)			2011 (1)
Earnings per common share (2):
Basic	$	0.13		$	0.19
Diluted	$	0.13		$	0.19
Return on average assets (1)		0.18	%		0.26	%
Return on average equity (1)		1.71	%		2.61	%
Interest rate spread (1)		2.96	%		3.00	%
Net interest margin (1)		3.22	%		3.28	%
Non-interest expense to average assets (1)		3.11	%		2.92	%

(1)	The ratios for the nine month periods presented are annualized.
(2)	The average number of shares outstanding during the nine months ended June 30, 2012 was
	1,662,507 basic and diluted. The average number of shares outstanding during the nine months
	ended June 30, 2011 was 1,653,357 basic and diluted.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable as the Company is a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) Changes in internal control over financial reporting. During the period under report, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

2220

ROEBLING FINANCIAL CORP, INC.

Part II

ITEM 1.

LEGAL PROCEEDINGS

There are various claims and lawsuits in which the Company or the Bank are periodically involved, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business. In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.

ITEM 1A.

RISK FACTORS

Not applicable as the Company is a smaller reporting company.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Period	(a) Total Number Of Shares (or Units) Purchased	(b) Average Price Paid per Share (or Unit)	(c) Total Number Of Shares (or Units) Purchased as Part Of Publicly Announced Plans or Programs*	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs*
April 1 through 30	-	-	-	62,996
May 1 through 31	- 4,100 **	$4.00	-	62,996
June 1 through 30	-	-	-	62,996
Total	4,100	$4.00	-

Not applicable

* The Company announced the repurchase of up to approximately 85,500 shares on December 13, 2005 and 47,000 shares for the RSP on January 31, 2006

** Represents shares purchased for the Deferred Compensation Plan.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable

ITEM 5.

OTHER INFORMATION

(a)	Not applicable

(b)	Not applicable

ITEM 6.

EXHIBITS

List of Exhibits:

3.1 Certificate of Incorporation*

	2.1		Agreement and Plan of Merger, dated December 28, 2012 by and among TF Financial Corporation, Roebling Financial Corp, Inc., 3rd Fed Bank and Roebling Bank (10)
	3.1		Certificate of Incorporation (1)
	3.2		Bylaws (2)
	4.0		Form of Stock Certificate (3)
	10.1		Directors Consultation and Retirement Plan (7)
	10.2		Stock Option Plan (4)
	10.3		Restricted Stock Plan (4)
	10.4		Employment Agreement between Janice A. Summers and Roebling Bank (8)
	10.5		Roebling Financial Corp, Inc. 2006 Stock Option Plan (5)
	10.6		Roebling Bank 2006 Restricted Stock Plan (5)
	10.7		Directors Change in Control Severance Plan (6)
	10.8		Directors Deferred Compensation Agreement between John J. Ferry and Roebling Bank (7)
	10.9		Directors Deferred Compensation Agreement between George N. Nyikita and Roebling Bank (7)
	10.10		Directors Deferred Compensation Agreement between Mark V. Dimon and Roebling Bank (8)

3.2 Bylaws**21

4.0 Form of Stock Certificate***

	10.11		Formal Agreement, dated July 23, 2012 (9)
	31		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
	32		Section 1350 Certification
	101		Interactive Data Files+

10.1 Directors Consultation and Retirement Plan*******____________________

10.2 Stock Option Plan****

(1)		Incorporated herein by reference to the Company’s Form 8-A (File No. 0-59069) filed with Commission on September 30, 2004.
(2)		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005.
(3)		Incorporated herein by reference to the Company’s Registration Statement on Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.
(4)		Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-119839) filed with the Commission on October 20, 2004.
(5)		Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-132059) filed with the Commission on February 27, 2006.
(6)		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2008.
(7)		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.
(8)		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
(9)		Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on July 27, 2012.
(10)		Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on January 4, 2013.
+		Pursuant to Regulation 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability.

10.3 Restricted Stock Plan****22

10.4 Employment Agreement between Janice A. Summers and Roebling Bank********

10.5 Roebling Financial Corp, Inc. 2006 Stock Option Plan*****

10.6 Roebling Bank 2006 Restricted Stock Plan*****

10.7 Directors Change in Control Severance Plan******

10.8 Directors Deferred Compensation Agreement between John J. Ferry and Roebling Bank*******

10.9 Directors Deferred Compensation Agreement between George N. Nyikita and Roebling Bank*******

10.10 Directors Deferred Compensation Agreement between Mark V. Dimon and Roebling Bank********

10.11 Formal Agreement, dated July 23, 2012*********

31 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer

32 Section 1350 Certification

101 Interactive Data Files +

*		Incorporated herein by reference to the Company’s Form 8-A (File No. 0-59069) filed with the Commission on September 30, 2004.
**		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2005.
***		Incorporated herein by reference to the Company’s Registration Statement on Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.
****		Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-119839) filed with the Commission on October 20, 2004.
*****		Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333-132059) filed with the Commission on February 27, 2006.
******		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended June 30, 2008.
*******		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.
********		Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.
*********		Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on July 27, 2012.
+		To be filed by amendment as permitted by Rule 405(a)(2)(ii) of Regulation S-T.

ROEBLING FINANCIAL CORP, INC.

SIGNATURES

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

		ROEBLING FINANCIAL CORP, INC.
Date:	~~August~~February 913, ~~2012~~2013	By:	~~/s/ Janice A. Summers~~	/s/ R. Scott Horner
			Janice A. Summers
				R. Scott Horner
			Acting President, Chief Operating Officer and
				President and Chief Executive Officer
			Chief Financial Officer
				(Principal Executive Officer)
			(Duly Authorized Officer and Principal Financial
Date:	February 13, 2013	By:		/s/ Janice A. Summers
			and Accounting Officer)
				Janice A. Summers
				Senior Vice President and Chief Financial Officer
				(Principal Financial and Accounting Officer)

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