**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-KSB**

**(Mark One)**

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

|   | For the Fiscal Year Ended | **September 30, 2007**  |
|--------|---------------------------|------------------------------|

 

| o | TRANSITION REPORT UNDER 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.**                                         |
|---------------------------------------------------------------------------|
| (Name of Small Business Issuer in its                            Charter) |

 

| **New Jersey**                                                  |   | **55-0873295**                       |
|-----------------------------------------------------------------|--------|--------------------------------------|
| (State or other Jurisdiction of

Incorporation or Organization) |   | (I.R.S. Employer Identification No.) |

 

| **Route 130 South and Delaware Avenue, Roebling, New                            Jersey** |   |   | **08554**  |   |
|------------------------------------------------------------------------------------------|--------|--------|------------|--------|
| (Address of Principal Executive Offices)                                                 |   |   | (Zip Code) |   |

 

Issuer’s Telephone Number:**(609)            499-9400** 

 

Securities registered pursuant to Section 12(b) of the Act:**None**

             

Securities registered under Section 12(g) of the Exchange            Act:

 

| Title of Each Class               |   |
|-----------------------------------|--------|
| **Common Stock, $0.10 par value** |   |

             

Check whether the issuer is not required to file reports pursuant to            Section 13 or 15(d) of the Exchange Act.o

             

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.            YESxNOo

 

Check if there is no disclosure of delinquent filers in response to Item            405 of Regulation S-B contained in this form, and no disclosure will be contained, to            the best of registrant’s knowledge, in definitive proxy or information statements            incorporated by reference in Part III of this Form 10-KSB or any amendment to this            Form 10-KSB.o

 

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

             

State issuer’s revenues for its most recent fiscal            year.**$8,537,439**

             

The aggregate market value of the voting and non-voting common equity            held by non-affiliates of the registrant, computed by reference to the average bid and            asked price of the registrant’s Common Stock reported on the OTC Bulletin Board            at December 19, 2007, was approximately $14.1 million. Solely for purposes of this            calculation, the term “affiliate” refers to all directors and executive            officers of the registrant and all shareholders beneficially owning more than 10% of            the registrant’s Common Stock. 

             

As of December 19, 2007, there were issued and outstanding 1,718,473            shares of the registrant’s Common Stock. 

             

|   | **DOCUMENTS INCORPORATED BY REFERENCE** |
|--------|-----------------------------------------|

             

1. Portions of the Annual Report to Shareholders for the Fiscal Year            Ended September 30, 2007. (Part II)

2. Portions of the Proxy Statement for the 2008 Annual Meeting of            Shareholders. (Part III)

             

Transitional Small Business Disclosure Format (check one): YESoNOx

             

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**ROEBLING FINANCIAL CORP, INC.**

**ANNUAL REPORT ON FORM 10-KSB**

**for the fiscal year ended September 30, 2007**

 

**INDEX**

 

| PART I     |
|------------|
|       |   |   |   | **Page** |
| Item 1.    |   | Description of Business |   | 2 |
| Item 2.    |   | Description of Property |   | 24 |
| Item 3.    |   | Legal Proceedings |   | 25 |
| Item 4.    |   | Submission of Matters to a Vote of Security                            Holders |   | 25 |
|       |   |   |   |   |
| PART II    |
|       |   |   |   |   |
| Item 5.    |   | Market for Common Equity and Related Stockholder                            Matters

and Small Business Issuer Purchases of Equity                            Securities |   |  

25 |
| Item 6.    |   | Management’s Discussion and Analysis or Plan of                            Operation |   | 25 |
| Item 7.    |   | Financial Statements |   | 25 |
| Item 8.    |   | Changes in and Disagreements with Accountants on                            Accounting and

Financial Disclosure |   |  

25 |
| Item 8A.   |   | Controls and Procedures |   | 25 |
| Item 8B.   |   | Other Information |   | 26 |
|       |   |   |   |   |
| PART III   |
|       |   |   |   |   |
| Item 9.    |   | Directors, Executive Officers, Promoters, Control                            Persons and Corporate

Governance; Compliance With Section 16(a) of the                            Exchange Act |   |  

26 |
| Item 10.   |   | Executive Compensation |   | 26 |
| Item 11.   |   | Security Ownership of Certain Beneficial Owners and                            Management and

Related Stockholder Matters |   |  

26 |
| Item 12.   |   | Certain Relationships and Related Transactions, and                            Director Independence |   |  

27 |
| Item 13.   |   | Exhibits |   | 27 |
| Item 14.   |   | Principal Accountant Fees and Services |   | 28 |
|       |   |   |   |   |
| SIGNATURES |   |  |   | 29 |

             

 

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**PART I**

             

**F**

**Forward-Looking            Statements**

             

Roebling Financial Corp, Inc. (the “Company”            or “Registrant”) may from time to time make written or oral            “forward-looking statements,” including statements contained in the            Company’s filings with the Securities and Exchange Commission (including this            Annual Report on Form 10-KSB and the exhibits thereto), in its reports to shareholders            and in other communications by the Company, which are made in good faith by the Company            pursuant to the “Safe Harbor” provisions of the Private Securities            Litigation Reform Act of 1995.

             

These forward-looking statements involve risks and            uncertainties, such as statements of the Company’s plans, objectives,            expectations, estimates and intentions, that are subject to change based on various            important factors (some of which are beyond the Company’s control). The following            factors, among others, could cause the Company’s financial performance to differ            materially from the plans, objectives, expectations, estimates and intentions expressed            in such forward-looking statements: the strength of the United States economy in            general and the strength of the local economies in which the Company conducts            operations; the effects of, and changes in, trade, monetary and fiscal policies and            laws, including interest rate policies of the Board of Governors of the Federal Reserve            System, inflation, interest rate, market and monetary fluctuations; the timely            development of and acceptance of new products and services of the company and the            perceived overall value of these products and services by users, including the            features, pricing and quality compared to competitors’ products and services; the            willingness of users to substitute competitors’ products and services for the            Company’s products and services; the success of the Company in gaining regulatory            approval of its products and services, when required; the impact of changes in            financial services’ laws and regulations (including laws concerning taxes,            banking, securities and insurance); technological changes; acquisitions; the            Bank’s success in establishing new branches; changes in consumer spending and            savings habits; and the success of the Company at managing the risks involved in the            foregoing.

             

The Company cautions that the foregoing list of important            factors is not exclusive. The Company does not undertake to update any forward-looking            statement, whether written or oral, that may be made from time to time by or on behalf            of the company.

             

**Item 1. Description of            Business**

             

**General**

             

On September 30, 2004, Roebling Financial Corp., MHC (the            “MHC”) completed its reorganization into stock form and the Company            succeeded to the business of the MHC’s former federal mid-tier holding company            subsidiary. Each outstanding share of common stock of the former mid-tier holding            company (other than shares held by the MHC which were cancelled) was converted into            3.9636 shares of common stock of the Company. As part of the transaction, the Company            sold a total of 910,764 shares to the public at $10 per share, including 72,861 shares            purchased by the Company’s employee stock ownership plan with funds borrowed from            the Company. The Company’s business is conducted primarily through its            wholly-owned subsidiary, Roebling Bank (the “Bank”), a federally chartered            stock savings 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.

             

The Company’s headquarters are located at Route 130            South and Delaware Avenue, Roebling, New Jersey 08554, its main telephone number is            (609) 499-9400 and its website address iswww.roeblingbank.com.

             

2

 

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**Market Area and Competition**

 

The Bank has five retail offices, two located in Roebling and one            located in each of Delran, Westampton and New Egypt, New Jersey. From these locations,            the Bank primarily serves the towns of Roebling, Delran, Westampton Township, Florence            Township and New Egypt. The Bank’s secondary market includes Burlington City and            Township, Cream Ridge, Wrightstown, Bordentown City, Mt. Holly, Rancocas, Moorestown,            Riverside and Cinnaminson, and Springfield, Mansfield, Bordentown, Plumsted, New            Hanover, North Hanover, Eastampton, Hainesport and Lumberton Townships.

 

Roebling is an established, densely populated blue-collar community            characterized by a declining population and a higher proportion of retirees than the            nation as a whole. New Egypt, Westampton and Delran are developing suburban markets            with a lower population density than Roebling but a higher household growth            rate.

 

Roebling Bank has the only two branches located in Roebling. Two            financial institutions, including a Trenton-based community bank, however, opened            branches in the past few years just outside the town limits and Roebling Bank has            experienced increased competition for deposits from these new entrants. Roebling Bank            has one of the two branches in New Egypt and held approximately 46% of the FDIC-insured            deposits there at June 30, 2007 according to data compiled by the FDIC. There have also            been several new entrants into nearby locales in the New Egypt marketplace which has            increased competition in this area as well. The foregoing data does not reflect            deposits held by credit unions. There are a number of other financial institutions in            the Westampton and Delran markets.

 

The competition for deposits comes from other insured financial            institutions such as commercial banks, thrift institutions (including savings banks),            credit unions and multi-state regional banks in the Bank’s market areas, as well            as internet banks. Competition for funds also includes a number of insurance products            sold by local agents and investment products such as mutual funds and other securities            sold by local and regional brokers. The Bank maintains and attracts customers by            offering competitive interest rates and a high level of personal service.

 

**Lending Activities**

 

The Company’s principal lending activity is the origination of            loans secured by real property in Southern New Jersey. At September 30, 2007, the            Bank’s loan portfolio included $43.8 million in loans secured by liens on            one-to-four family properties, $27.6 million in home equity loans, $15.5 million in            loans secured by commercial real estate, $15.0 million in loans secured by land or            properties under construction and $3.9 million in loans secured by multi-family            properties. To a lesser extent, the Bank also offers commercial and consumer loans. The            majority of the Bank’s borrowers are located in Southern New Jersey and could be            expected to be similarly affected by economic and other conditions in this area. The            Company does not believe that there are any other concentrations of loans or borrowers            in its portfolio.

 

3

 

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**Loan Portfolio Composition.**The following            table sets forth information concerning the composition of the Company’s loan            portfolio in dollar amounts and in percentages of the total loan portfolio as of the            dates indicated.

 

|                                       |   | **At September 30,**       |
|--------------------------------------------|--------|----------------------------|
|                                       |   | **2007**                   |   | **2006** |   | **2005** |
|                                       |   | **$**                      |   | **%** |   | **$** |   | **%** |   | **$** |   | **%** |
|                                       |   | **(Dollars in thousands)** |
| Real estate loans:                         |   |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| One-to-four family                         |   | $                          | 43,806 |   | 40.43 | % |   | $ | 37,200 |   | 36.84 | % |   | $ | 36,956 |   | 45.59 | % |
| Multi-family                               |   |                       | 3,868 |   | 3.57 |   |   |   | 4,316 |   | 4.28 |   |   |   | 2,141 |   | 2.64 |   |
| Construction and land                      |   |                       | 15,017 |   | 13.86 |   |   |   | 18,987 |   | 18.80 |   |   |   | 8,226 |   | 10.15 |   |
| Commercial real estate                     |   |                       | 15,496 |   | 14.30 |   |   |   | 15,550 |   | 15.40 |   |   |   | 15,479 |   | 19.09 |   |
| Total real estate loans                    |   |                       | 78,187 |   | 72.16 |   |   |   | 76,053 |   | 75.32 |   |   |   | 62,802 |   | 77.47 |   |
| Consumer and other loans:                  |   |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Home equity                                |   |                       | 27,629 |   | 25.50 |   |   |   | 21,995 |   | 21.78 |   |   |   | 16,469 |   | 20.31 |   |
| Commercial                                 |   |                       | 2,267 |   | 2.09 |   |   |   | 2,756 |   | 2.73 |   |   |   | 1,578 |   | 1.95 |   |
| Other consumer                             |   |                       | 265 |   | 0.25 |   |   |   | 175 |   | 0.17 |   |   |   | 220 |   | 0.27 |   |
| Total consumer and other loans             |   |                       | 30,161 |   | 27.84 |   |   |   | 24,926 |   | 24.68 |   |   |   | 18,267 |   | 22.53 |   |
| Total loans                                |   |                       | 108,348 |   | 100.00 | % |   |   | 100,979 |   | 100.00 | % |   |   | 81,069 |   | 100.00 | % |
|                                       |   |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Less:                                      |   |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Loans in process                           |   |                       | 4,868 |   |   |   |   |   | 6,257 |   |   |   |   |   | 3,919 |   |   |   |
| Net deferred loan origination fees (costs) |   |                       | (42 | ) |   |   |   |   | 5 |   |   |   |   |   | 26 |   |   |   |
| Allowance for loan losses                  |   |                       | 750 |   |   |   |   |   | 703 |   |   |   |   |   | 573 |   |   |   |
| Total loans, net                           |   | $                          | 102,772 |   |   |   |   | $ | 94,014 |   |   |   |   | $ | 76,551 |   |   |   |

 

**Loan Maturity Table.**The following table            sets forth the contractual maturities of the Company’s loan portfolio at            September 30, 2007. The table does not reflect anticipated prepayments or scheduled            principal repayments. All mortgage loans are shown as maturing based on contractual            maturities. Demand loans, loans having no stated schedule of payments and no stated            maturity and overdrafts are shown as due in one year or less. Amounts shown are net of            loans in process.

 

|                      |   | **Due in One Year or Less** |   | **Due After One Year Through Five Years** |   | **Due After****Five Years** |   | **Total** |   |
|---------------------------|--------|-----------------------------|--------|-------------------------------------------|--------|-----------------------------|--------|-----------|--------|
|                      |   | **(In thousands)**          |   |
| Real estate loans:        |   |                        |   |                                      |   |                        |   |      |   |   |   |   |   |
| One-to-four family        |   | $                           | 1,277  |                                      | $      | 578                         |   | $         | 41,951 |   | $ | 43,806 |   |
| Multi-family              |   |                        | 596    |                                      |   | 17                          |   |      | 3,255  |   |   | 3,868 |   |
| Construction and land     |   |                        | 8,017  |                                      |   | 1,985                       |   |      | 147    |   |   | 10,149 |   |
| Commercial real estate    |   |                        | 1,016  |                                      |   | 1,772                       |   |      | 12,708 |   |   | 15,496 |   |
| Consumer and other loans: |   |                        |   |                                      |   |                        |   |      |   |   |   |   |   |
| Home equity               |   |                        | 169    |                                      |   | 4,784                       |   |      | 22,676 |   |   | 27,629 |   |
| Commercial                |   |                        | 461    |                                      |   | 1,618                       |   |      | 188    |   |   | 2,267 |   |
| Other consumer            |   |                        | 5      |                                      |   | 134                         |   |      | 126    |   |   | 265 |   |
| Total                     |   | $                           | 11,541 |                                      | $      | 10,888                      |   | $         | 81,051 |   | $ | 103,480 |   |

 

 

4

 

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The following table sets forth as of September 30, 2007 the dollar            amount of all loans due after September 30, 2008, which have fixed interest rates and            floating or adjustable interest rates.

 

|                           |   | **Fixed Rates**    |   | **Floating or Adjustable Rates** |   | **Total** |   |
|--------------------------------|--------|--------------------|--------|----------------------------------|--------|-----------|--------|
|                           |   | **(In thousands)** |   |
| Real estate loans:             |   |               |   |                             |   |      |   |   |   |   |
| One-to-four family real estate |   | $                  | 19,184 |                             | $      | 23,345    |   | $ | 42,529 |   |
| Multi-family                   |   |               | 17     |                             |   | 3,255     |   |   | 3,272 |   |
| Construction and land          |   |               | --     |                             |   | 2,132     |   |   | 2,132 |   |
| Commercial real estate         |   |               | 978    |                             |   | 13,502    |   |   | 14,480 |   |
| Consumer and other loans:      |   |               |   |                             |   |      |   |   |   |   |
| Home equity                    |   |               | 23,390 |                             |   | 4,070     |   |   | 27,460 |   |
| Commercial                     |   |               | 1,321  |                             |   | 485       |   |   | 1,806 |   |
| Other consumer                 |   |               | 239    |                             |   | 21        |   |   | 260 |   |
| Total                          |   | $                  | 45,129 |                             | $      | 46,810    |   | $ | 91,939 |   |

 

**One-to-Four Family Mortgage Loans.**The            Company offers first mortgage loans secured by one-to-four family residences in its            primary lending area. Typically, such residences are single-family homes that serve as            the primary residence of the owner. The Company requires private mortgage insurance on            one-to-four, owner-occupied loans with a loan-to-value ratio in excess of 80%. The            Company currently offers fixed-rate and adjustable-rate mortgage loans with terms up to            40 years. The Company’s adjustable-rate mortgage loans generally have rates that            adjust annually or terms in which interest rates are fixed for the first three to ten            years and adjust annually thereafter (*e.g.*“10/1 ARM”). ARM loans are qualified at the fully indexed            mortgage rate as of the date of the commitment. The Company offers such loans in an            effort to make its assets more interest rate sensitive. Interest rates charged on            fixed-rate loans are competitively priced based on the local market. The Company also            offers mortgage loans on non-owner occupied one-to-four family residences. Such loans            are generally offered with variable rates or balloons which typically adjust or mature,            respectively, within 5 years. Renewal of balloon mortgage loans is based on the credit            history as well as the current qualification of the borrower at the time of renewal.            Loan origination fees on loans are generally 0% to 3% of the loan amount depending on            the market rate and customer demand.

 

The Company generally retains adjustable and shorter-term, fixed-rate            loans in its portfolio and sells qualifying longer-term fixed-rate loans to Fannie Mae            pursuant to forward commitments and retains the servicing rights. Generally, fixed-rate            loans have a 10 to 40 year term to maturity. Non-conforming, fixed-rate loans are both            retained in the Company’s portfolio and sold in the secondary market to private            entities, servicing released. At September 30, 2007 there were no loans classified as            held for sale. See “-- Loan Servicing, Purchases and Sales.”

 

**Construction and Land Lending.**The Company            originates residential and commercial construction loans and loans secured by            undeveloped land. Construction loans are classified as either pre-sold or speculative            real estate loans at the time of origination, depending on whether a buyer is under            contract of sale, and are generally limited to the counties within or surrounding the            Company’s primary market areas. Construction loans are made to local individuals            for the purpose of constructing their single-family residence, to real estate builders            or developers for the purpose of constructing residential housing or nonresidential            structures or to business customers for owner-occupied use. Land loans are generally            made to builders and developers for the purpose of constructing improvements            thereon.

             

5

 

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The Company’s construction loans generally have maturities of 6 to            18 months, with payments being made monthly on an interest-only basis. Construction            loan rates generally adjust monthly based on the prime rate plus a margin of 0.0% to            3.0% and are generally made with maximum loan-to-value ratios of 80%. Land loans            generally have terms of less than 18 months, loan-to-value ratios of 50% or less and            interest rates from 0% to 3.0% over prime. It is the Company’s policy to limit            land loans to amounts not in excess of what the developer can absorb in one            year.

 

Construction lending is generally considered to involve a higher level            of risk as compared to single-family residential lending, due to the concentration of            principal in a limited number of loans and borrowers and the effects of general            economic conditions on developers and builders. Moreover, a construction loan can            involve additional risks because of the inherent difficulty in estimating both a            property’s value at completion of the project and the estimated cost (including            interest) of the project. The nature of these loans is such that they are generally            more difficult to evaluate and monitor. In addition, speculative construction loans to            a builder are not necessarily pre-sold and thus pose a greater potential risk to the            Company than construction loans to individuals for their personal residences. Land            loans impose additional risk because of the illiquidity of the security.

 

To limit its risk on construction and land loans, the Company requires            the involvement of an experienced builder and generally requires personal guarantees            from the principals of the borrower. The Company seeks to further mitigate the risk of            construction lending by only disbursing funds on a pre-approved draw schedule. Advances            are only made after scheduled work has been completed as confirmed by an independent            inspection. In addition, all construction properties are appraised on both an “as            is” and an “as completed” basis to ensure that unadvanced funds will            be sufficient to complete the project. The Company attempts to address the risks of            land lending by requiring a loan-to-value ratio no greater than 50%. In addition, the            Company does not generally make land loans on a speculative basis.

 

**Commercial and Multi-Family Real Estate Loans and Commercial Business            Loans.**Commercial real estate loans are permanent loans            secured by improved property such as office buildings, churches, small business            facilities and other non-residential buildings primarily in the Company’s primary            market area. Multi-family residential loans are permanent loans served by residential            buildings containing five or more units. Interest rates on commercial and multi-family            loans are generally slightly higher than those offered on residential loans. Commercial            and multi-family real estate loans are generally originated in amounts of up to 80% of            the appraised value or purchase price of the mortgaged property (whichever is lower).            The commercial and multi-family real estate loans in the Company’s portfolio            generally consist of balloon or adjustable-rate loans which were originated at            prevailing market rates.

 

The Company’s commercial business loans are generally secured by            business assets, such as accounts receivable, or equipment and inventory, as well as            real estate. However, the collateral securing the loans may depreciate over time, may            be difficult to appraise, and may fluctuate in value based on the success of the            business.

 

The Company’s commercial business lending policy emphasizes (1)            credit file documentation, (2) analysis of the borrower’s character, (3)            analysis of the borrower’s capacity to repay the loan (including review of annual            financial statements), (4) adequacy of the borrower’s capital and collateral, and            (5) evaluation of the industry conditions affecting the borrower. Analysis of the            borrower’s past, present and future cash flows is also an important aspect of the            Company’s credit analysis. The Company requests annual financial statements on            all commercial loans.

             

Unlike residential mortgage loans, which generally are made on the basis            of the borrower’s ability to make repayment from his or her employment and other            income and which are secured by real

 

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property with a value that tends to be more easily ascertainable,            commercial business loans typically are made on the basis of the borrower’s            ability to make repayment from the cash flow of the borrower’s business. As a            result, the availability of funds for the repayment of commercial business loans may be            substantially dependent on the success of the business itself (which is likely to be            dependent upon the general economic environment).

 

**Consumer Loans.**The Company originates home            equity loans secured by single-family residences. These loans are made on            owner-occupied, single-family residences and generally are originated as fixed-rate            loans with terms of one to twenty years or variable- rate lines of credit tied to the            prime rate. The loans are generally subject to an 80% combined loan-to-value limitation            including any other outstanding mortgages or liens. The Company’s remaining            consumer loans consist primarily of new and used mobile home loans, new and used            automobile loans, account loans and unsecured personal loans.

 

The Company also offers high loan-to-value fixed-rate and non-owner            occupied fixed-rate equity loans. Such loans are generally subject to loan to value            limitations of 90% and 70%, respectively, including any other outstanding mortgages or            liens. These loans are for terms of one to seven years. The Company will generally not            take a position lower than a second lien.

 

Due to the type and nature of the collateral and, in some cases the            absence of collateral, consumer lending generally involves more credit risk compared to            one- to four-family residential lending. Consumer lending collections are typically            dependent on the borrower’s continuing financial stability, and thus, are more            likely to be adversely affected by job loss, divorce, illness and personal bankruptcy.            Generally, collateral for consumer loans depreciates rapidly and often does not provide            an adequate source of repayment of the outstanding loan balance. The Company attempts            to limit its exposure in consumer lending by emphasizing home equity loans with the            Board determining loan-to-value ratios.

 

**Loans-to-One-Borrower Limit**. Under federal            law, a federal savings bank generally may not lend to one borrower in an amount greater            than the higher of $500,000 or 15% of its unimpaired capital and surplus. At September            30, 2007, our loans-to-one-borrower limit was approximately $2.0 million.

 

At September 30, 2007, the largest amount of loans we had outstanding to            any one borrower or group of borrowers was $1.9 million, which consisted of two loans,            one secured by a single-family residence and one for the construction of a            single-family residential property. At September 30, 2007, the outstanding balance was            $1.9 million. Our next largest lending relationship was $1.7 million and consisted of            one construction loan secured by a multi-family property. At September 30, 2007, the            outstanding balance on this loan was $1.3 million.

 

**Loan Originations and Approval Authority.**Loan originations are generally obtained from existing customers,            members of the local community, and referrals from real estate brokers, lawyers,            accountants, and current and past customers within the Company’s lending            area.

 

Upon receipt of a loan application from a prospective borrower, a credit            report and verifications are ordered to confirm specific information relating to the            loan applicant’s employment, income and credit standing. An appraisal or            valuation determination, subject to regulatory requirements, of the real estate            intended to secure the proposed loan is undertaken. The President has lending authority            to make mortgage and commercial loans of up to $400,000 and unsecured loans of up to            $15,000 while the Bank’s Chief Operating Officer and Loan Officers have lesser            lending authorities to make secured and unsecured loans. A Loan Officer Committee of            management has the authority to make secured loans up to $750,000. All other loans must            be approved by the Board of Directors. All loans originated or purchased are

 

7

 

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underwritten by a lending officer, subject to the loan underwriting            policies as approved by the Board of Directors. All purchased and originated loans are            approved or ratified by the Board of Directors.

             

Loan applicants are promptly notified of the decision of the Company,            setting forth the terms and conditions of the decision. If approved, these terms and            conditions include the amount of the loan, interest rate basis, amortization term, a            brief description of the real estate to be mortgaged or the collateral to be pledged            and the notice requirement of insurance coverage to be maintained to protect the            Company’s interest. The Company requires title insurance or a title opinion on            first mortgage loans and fire and casualty insurance on all properties securing loans,            which insurance must be maintained during the entire term of the loan. The Company also            requires flood insurance, if appropriate, in order to protect the Company’s            interest in the security property. Mortgage loans originated and purchased by the            Company in its portfolio generally include due-on-sale clauses that provide the Company            with the contractual right to deem the loan immediately due and payable in the event            that the borrower transfers ownership of the property without the Company’s            consent.

 

**Loan Servicing, Purchases and Sales.**The            Company services the loans it originates for its loan portfolio. Loan servicing            includes collecting and remitting loan payments, accounting for principal and interest,            making inspections as required of mortgaged premises, contacting delinquent mortgagors,            supervising foreclosures and property dispositions in the event of unremedied defaults,            and generally administering the loans. Funds that have been escrowed by borrowers for            the payment of mortgage-related expenses, such as property taxes and hazard and            mortgage insurance premiums, are maintained in escrow accounts at the Bank.

 

The Company generally underwrites fixed-rate, one-to-four family            mortgage loans pursuant to Fannie Mae guidelines to facilitate sale in the secondary            market. Fixed-rate mortgage loans may be sold with servicing retained. Non-conforming,            fixed-rate loans may be sold in the secondary market to private entities, and the            servicing of such loans is not retained. Commercial purpose loans or participations may            be sold, generally to stay within loan-to-one-borrower limits and generally with            servicing retained. During the year ended September 30, 2007, the Company sold $90,000            of one-to-four family mortgage loans. The Company had no loans held-for-sale at            September 30, 2007. The Company recognized loan servicing fees of $18,000 for the year            ended September 30, 2007. As of September 30, 2007, loans serviced for others totaled            $7.2 million.

 

The Company sells participations in its commercial real estate,            multi-family and construction loans to other banks and purchases participations in            commercial real estate, multi-family and construction loans from other banks. Roebling            Bank also purchases participations in affordable housing and community development            loans originated by the Thrift Institutions Community Investment Corporation of New            Jersey (“TICIC”). Participations are sold without recourse and are            accounted for as sales in accordance with Statement of Financial Accounting Standards            (“SFAS”) No. 140, “Accounting for Transfers and Servicing of            Financial Assets and Extinguishments of Liabilities.” Participation agreements            generally give transferees the right to pledge their ownership interests. A right of            first refusal is required to be given to other participants before ownership interests            are sold or assigned.

 

**Loan Commitments.**The Company issues            written commitments to prospective borrowers on all approved mortgage loans, which            generally expire within 30 days of the date of issuance. The Company charges a lock-in            fee to lock in mortgage rates. In some instances, after a review of the rate, terms,            and circumstances, commitments may be renewed or extended up to 60 days. At September            30, 2007, the Company had $9.2 million of outstanding commitments to fund loans, $11.9            million of unused lines of credit, and $235,000 in outstanding letters of            credit.

 

8

 

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**Non-Performing and Problem Assets**

 

**Loan Delinquencies.**The Company’s            collection procedures provide that when a loan is 15 days past due, a delinquent notice            is sent to the borrower and a late charge is imposed in accordance with the loan            documents. If the payment is still delinquent after approximately 60 days, the borrower            will receive a notice of default establishing a date by which the borrower must bring            the account current or foreclosure proceedings will be instituted. Written notices are            supplemented with telephone calls to the borrower. If the loan continues in a            delinquent status for 90 days and no repayment plan is in effect, the account is turned            over to an attorney for collection or foreclosure and the borrower is notified when            foreclosure has been commenced.

 

Uncollected interest on loans that are contractually past due is charged            off, or an allowance is established based on management’s periodic evaluation.            The allowance is established by a charge to interest income and income is subsequently            recognized only to the extent that cash payments are received until, in            management’s judgment, the borrower’s ability to make periodic interest and            principal payments is reestablished, in which case the loan is returned to accrual            status. At a minimum, an allowance is generally established for all interest payments            that are more than 90 days delinquent.

 

**Non-Performing Assets.**The following table            sets forth information regarding non-accrual loans and real estate owned, as of the            dates indicated. The Company has no loans categorized as troubled debt restructurings            within the meaning of the SFAS No. 15 and no impaired loans within the meaning of SFAS            No. 114, as amended by SFAS No. 118.

 

|                                                                              |   | **At September 30,**       |    |
|-----------------------------------------------------------------------------------|--------|----------------------------|---------|
|                                                                              |   | **2007**                   |    | **2006** |   | **2005** |   |
|                                                                              |   | **(Dollars in thousands)** |    |
| Loans accounted for on a non-accrual basis:                                       |   |                       |    |   |   |   |   |   |   |   |
| Mortgage loans:                                                                   |   |                       |    |   |   |   |   |   |   |   |
| One-to-four family residential real estate                                        |   | $                          | 30      |   | $ | 34 |   | $ | 56 |   |
| Construction and land                                                             |   |                       | 400     |   |   | 400 |   |   | — |   |
| Consumer and other loans:                                                         |   |                       |    |   |   |   |   |   |   |   |
| Home equity                                                                       |   |                       | — |   |   | — |   |   | — |   |
| Other consumer                                                                    |   |                       | — |   |   | — |   |   | 2 |   |
| Total non-accrual loans                                                           |   | $                          | 430     |   | $ | 434 |   | $ | 58 |   |
| Accruing loans contractually past due 90 days or                            more: |   |                       |    |   |   |   |   |   |   |   |
| Mortgage loans:                                                                   |   |                       |    |   |   |   |   |   |   |   |
| One-to-four family residential real estate                                        |   | $                          | — |   | $ | — |   | $ | — |   |
| Consumer and other loans:                                                         |   |                       |    |   |   |   |   |   |   |   |
| Home equity                                                                       |   |                       | 55      |   |   | 51 |   |   | — |   |
| Other consumer                                                                    |   |                       | — |   |   | — |   |   | — |   |
| Total accruing loans contractually past due90 days or more                        |   | $                          | 55      |   | $ | 51 |   | $ | — |   |
| Total non-performing loans                                                        |   | $                          | 485     |   | $ | 485 |   | $ | 58 |   |
| Real estate owned                                                                 |   | $                          | — |   | $ | — |   | $ | — |   |
| Other repossessed assets                                                          |   | $                          | 89      |   | $ | — |   | $ | — |   |
| Total non-performing assets                                                       |   | $                          | 574     |   | $ | 485 |   | $ | 58 |   |
| Total non-performing loans to total loans,                            net         |   |                       | 0.47    | % |   | 0.51 | % |   | 0.08 | % |
| Total non-performing loans to total assets                                        |   |                       | 0.33    | % |   | 0.37 | % |   | 0.05 | % |
| Total non-performing assets to total assets                                       |   |                       | 0.39    | % |   | 0.37 | % |   | 0.05 | % |

 

 

9

 

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As of September 30, 2007 and 2006, the Company’s largest            non-performing loan consisted of the $400,000 outstanding on an acquisition and            development loan to a limited liability company for the development of a condominium            project. Construction was never begun and the Bank has commenced foreclosure            proceedings. The loan is secured by a lien on the property and the personal guarantees            of the principals of the borrower.

             

During the fiscal year ended September 30, 2007, gross interest income            of $38,100 would have been recorded on non-accrual loans if they had been current in            accordance with their terms. Interest income of $700 was included in net income from            such loans during the period. At September 30, 2007, the Company had no loans which are            not disclosed in the above table as to which known information about possible credit            problems of borrowers caused management to have serious doubts about the ability of            such borrowers to comply with present loan repayment terms. Approximately $5,000 of the            allowance for loan losses related to non-performing loans at September 30,            2007.

             

**Classified Assets.**Office of Thrift            Supervision (“OTS”) regulations require savings associations to evaluate            and classify their assets on a regular basis in a manner consistent with the asset            classification system used by OTS examiners. Under this classification system, weaker            assets are classified as “substandard,” “doubtful,” or            “loss.” 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. Assets may be            designated “special mention” because of a potential weakness that does not            currently warrant classification.

 

When a savings association classifies problem assets as either            substandard or doubtful, it may establish general allowances for loan losses in an            amount deemed prudent by management. General allowances represent loss allowances which            have been established to recognize the inherent risk associated with lending            activities, but which, unlike specific allowances, have not been allocated to            particular problem assets. When a savings association classifies problem assets as            loss, it is required either to establish a specific allowance equal to 100% of that            portion of the asset so classified or to charge off such amount. An association’s            determination as to the classification of its assets and the amount of its valuation            allowances is subject to review by the OTS, which may order the establishment of            additional general or specific loss allowances. A portion of general loss allowances            established to cover losses related to assets classified as substandard or doubtful or            to cover risks of lending in general may be included as part of an institution’s            regulatory capital, while specific allowances generally do not qualify as regulatory            capital.

 

10

 

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The following table sets forth the Company’s classified assets in            accordance with its classification system at the dates indicated:

 

|            |   | **At September 30,** |
|-----------------|--------|----------------------|
|            |   | **2007**             |   | **2006** |   | **2005** |
|            |   | **(In thousands)**   |
|            |   |                 |   |   |   |   |   |   |   |
| Special Mention |   | $                    | 2,825 |   | $ | 1,947 |   | $ | 1,174 |
| Substandard     |   |                 | 400 |   |   | 400 |   |   | — |
| Doubtful        |   |                 | — |   |   | — |   |   | — |
| Loss            |   |                 | — |   |   | — |   |   | 2 |
| Total           |   | $                    | 3,225 |   | $ | 2,347 |   | $ | 1,176 |

 

Approximately $485,000 of classified assets were reflected as            non-performing loans in the table in the prior section. Approximately $35,000 of the            allowance for loan losses is allocated to the above classified assets.

 

**Allowance for Loan Losses.**A provision for            loan losses is charged to operations based on management’s evaluation of the            losses that may be incurred in the Company’s loan portfolio. Such evaluation,            which includes a review of all loans of which full collectibility of interest and            principal may not be reasonably assured, considers the Company’s past loan loss            experience, known and inherent risks in the portfolio, adverse situations that may            affect the borrower’s ability to repay, estimated value of any underlying            collateral, any existing guarantees, past performance of the loan, available            documentation for the loan, legal impediments to collection, financial condition of the            borrower, and current economic conditions.

             

Our methodology for analyzing the allowance for loan losses consists of            several components. Specific allocations are made for loans that are determined to be            impaired. A loan is considered to be impaired when it is probable that we will be            unable to collect all amounts due according to the contractual terms of the loan            agreement. For such loans, a specific allowance is established when the present value            of expected future cash flows or the fair value of the collateral, adjusted for selling            expenses, is less than the carrying value of the loan. The general allocation is            determined by segregating the remaining loans into groups by type and purpose of loan            and applying a loss factor to each group. The loss factor is based on inherent losses            associated with each type of lending, as well as historical loss factors. For example,            losses on one-to-four family residential loans are generally lower than consumer or            commercial loans. We also look at the level of our allowance in proportion to            nonperforming loans and total loans. We have established an overall ratio range that we            have determined is prudent based on historical and industry data. An unallocated            allowance represents the excess of the total allowance, determined to be in the            established range, over the specific and general allocations.

 

The Company has used the same methodology in analyzing its allowance in            each of the periods presented. The increase in the allowance in each of the periods is            primarily attributable to the increase in the loan portfolio balance, which increased            to $102.8 million at September 30, 2007, from $94.0 million at September 30, 2006. A            shift in the portfolio between one-to-four family residential loans and other types of            residential and commercial loans leads to an inherent change in credit risk based on            the type of loans. The allowance for loan losses was 0.72%, 0.74% and 0.74% of total            loans outstanding at September 30, 2007, 2006 and 2005, respectively.

 

The Company charges off loans when collectibility is sufficiently            questionable such that we can no longer justify showing the loan as an asset on the            balance sheet. To determine if a loan should be charged off, all possible sources of            repayment are analyzed. Possible sources of repayment include the

 

11

 

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value of the underlying collateral, the strength of co-makers or            guarantors and the potential for future cash flow. If management determines that a loan            should be charged off, a recommendation is presented to the Board of Directors.            Collection efforts continue after a loan has been charged off to maximize recovery of            charged off amounts.

 

Management will continue to review the entire loan portfolio to            determine the extent, if any, to which further additional loss provisions may be deemed            necessary. While we believe that we use the best information available to perform our            loan loss allowance analysis, adjustments to the allowance in the future may be            necessary. Changes in underlying estimates could result in the requirement for            additional provisions for loan losses. For example, a rise in delinquency rates may            cause us to increase the reserve percentages we apply to loan groups for purposes of            calculating general allocations, or may require additional specific allocations for            impaired loans. In addition, actual loan losses may be significantly more than the            reserves we have established. Each of these scenarios would require the addition of            additional provisions, which could have a material negative effect on our financial            results.

             

**Activity in the Allowance for Loan Losses.**The following table sets forth information with respect to activity in            the Company’s allowance for loan losses for the periods indicated:

 

|                                                                                        |   | **Year Ended September 30,** |    |
|---------------------------------------------------------------------------------------------|--------|------------------------------|---------|
|                                                                                        |   | **2007**                     |    | **2006** |   | **2005** |   |
|                                                                                        |   | **(Dollars in thousands)**   |    |
| Total loans outstanding(1)                                                                  |   | $                            | 103,521 |   | $ | 94,717 |   | $ | 77,124 |   |
| Average loans outstanding                                                                   |   | $                            | 96,229  |   | $ | 85,134 |   | $ | 68,318 |   |
| Allowance balances (at beginning of period)                                                 |   | $                            | 703     |   | $ | 573 |   | $ | 491 |   |
| Charge-offs:                                                                                |   |                         |    |   |   |   |   |   |   |   |
| Consumer                                                                                    |   |                         | — |   |   | (2 | ) |   | (7 | ) |
| Recoveries:                                                                                 |   |                         |    |   |   |   |   |   |   |   |
| Consumer                                                                                    |   |                         | — |   |   | — |   |   | — |   |
| Net charge-offs                                                                             |   |                         | — |   |   | (2 | ) |   | (7 | ) |
| Provisions                                                                                  |   |                         | 47      |   |   | 132 |   |   | 89 |   |
| Allowance balance (at end of period)                                                        |   | $                            | 750     |   | $ | 703 |   | $ | 573 |   |
| Allowance for loan losses as a percent of total                            loansoutstanding |   |                         | 0.72    | % |   | 0.74 | % |   | 0.74 | % |
| Net charge-offs as a percentage of average                            loansoutstanding      |   |                         | 0.00    | % |   | 0.00 | % |   | 0.01 | % |

 

__________

| (1) | Excludes allowance for loan losses. |
|-----|-------------------------------------|

 

12

 

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**Allocation of the Allowance for Loan Losses.**The following table sets forth the allocation of the allowance by            category, which management believes can be allocated only on an approximate basis. The            allocation of the allowance to each category is not necessarily indicative of future            loss and does not restrict the use of the allowance to absorb losses in any            category.

 

|                   |   | **At September 30,**       |
|------------------------|--------|----------------------------|
|                   |   | **2007**                   |   | **2006** |   | **2005** |
|                   |   | **Amount**                 |   | **Percent of Loans in Each Category to Total                            Loans** |   | **Amount** |   | **Percent of Loans in Each Category to Total                            Loans** |   | **Amount** |   | **Percent of Loans in Each Category to Total                            Loans** |
|                   |   | **(Dollars in thousands)** |
|                   |   |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| One-to-four family (1) |   | $                          | 357 |   | 65.93 | % |   | $ | 306 |   | 58.62 | % |   | $ | 295 |   | 65.90 | % |
| Multi-family           |   |                       | 43 |   | 3.57 |   |   |   | 47 |   | 4.28 |   |   |   | 24 |   | 2.64 |   |
| Construction and land  |   |                       | 112 |   | 13.86 |   |   |   | 140 |   | 18.80 |   |   |   | 47 |   | 10.15 |   |
| Commercial real estate |   |                       | 170 |   | 14.30 |   |   |   | 171 |   | 15.40 |   |   |   | 170 |   | 19.09 |   |
| Commercial             |   |                       | 25 |   | 2.09 |   |   |   | 30 |   | 2.73 |   |   |   | 17 |   | 1.95 |   |
| Consumer               |   |                       | 16 |   | 0.25 |   |   |   | 9 |   | 0.17 |   |   |   | 13 |   | 0.27 |   |
| Unallocated            |   |                       | 27 |   | — |   |   |   | — |   | — |   |   |   | 7 |   | — |   |
| Total                  |   | $                          | 750 |   | 100.00 | % |   | $ | 703 |   | 100.00 | % |   | $ | 573 |   | 100.00 | % |

 

______________________

| (1) | Includes home equity loans. |
|-----|-----------------------------|

 

**Investment Activities**

 

The Bank is required to maintain a sufficient level of liquid assets            (including specified short-term securities and certain other investments), as            determined by management and defined and reviewed for adequacy by the OTS during its            regular examinations. The OTS, however, does not prescribe by regulation a minimum            amount or percentage of liquid assets. The level of liquid assets varies depending upon            several factors, including: (i) the yields on investment alternatives,            (ii) management’s judgment as to the attractiveness of the yields then            available in relation to other opportunities, (iii) expectation of future yield levels,            and (iv) management’s projections as to the short-term demand for funds to be            used in loan origination and other activities. Investment securities, including            mortgage-backed securities, are classified at the time of purchase, based upon            management’s intentions and abilities, as securities held to maturity or            securities available for sale. Debt securities acquired with the intent and ability to            hold to maturity are classified as held to maturity and are stated at cost and adjusted            for amortization of premiums and accretion of discounts, which are computed using the            level yield method and recognized as adjustments of interest income. All other debt            securities are classified as available for sale to serve principally as a source of            liquidity. At September 30, 2007, the Company had no securities of a single issuer,            excluding U.S. government and agency securities, that exceeded 10% of            stockholder’s equity.

             

Current regulatory and accounting guidelines regarding investment            securities (including mortgage- backed securities) require us to categorize securities            as “held to maturity,” “available for sale” or            “trading.” As of September 30, 2007, we had securities classified as            “held to maturity” and “available-for-sale” in the amount of            $242,000 and $34.7 million, respectively, and had no securities classified as            “trading.” Securities classified as “available for sale” are            reported for financial reporting purposes at the fair market value with net changes in            the market value from period to period included as a separate component of            stockholders’ equity, net of income taxes. At September 30, 2007, our securities            available

 

13

 

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for            sale had an amortized cost of $34.7 million and market value of $34.7 million. The            changes in market value in our available-for-sale portfolio reflect normal market            conditions and vary, either positively or negatively, based primarily on changes in            general levels of market interest rates relative to the yields of the portfolio.            Additionally, changes in the market value of securities available-for-sale do not            affect our income nor does it affect the Bank’s regulatory capital requirements            or its loan-to-one borrower limit.

 

At September 30, 2007, the Company’s investment portfolio policy            allowed investments in instruments such as: (i) U.S. Treasury obligations; (ii) U.S.            federal agency or federally sponsored agency obligations; (iii) local municipal            obligations; (iv) mortgage-backed securities; (v) banker’s acceptances; (vi)            certificates of deposit; (vii) investment grade corporate bonds; and (viii) commercial            paper. The Board of Directors may authorize additional investments.

 

As a source of liquidity and to supplement the Company’s lending            activities, we have invested in residential mortgage-backed securities. Mortgage-backed            securities can serve as collateral for borrowings and, through repayments, as a source            of liquidity. Mortgage-backed securities represent a participation interest in a pool            of single-family or other type of mortgages. Principal and interest payments are passed            from the mortgage originators, through intermediaries (generally quasi-governmental            agencies) that pool and repackage the participation interests in the form of            securities, to investors like us. The quasi-governmental agencies, which include Ginnie            Mae, Freddie Mac and Fannie Mae, guarantee the payment of principal and interest to            investors.

 

Mortgage-backed securities typically are issued with stated principal            amounts. The securities are backed by pools of mortgages that have loans with interest            rates that are within a set range and have varying maturities. The underlying pool of            mortgages can be composed of either fixed-rate or adjustable- rate mortgage loans.            Mortgage-backed securities are generally referred to as mortgage participation            certificates or pass-through certificates. The interest rate risk characteristics of            the underlying pool of mortgages            (*i.e.*, fixed rate or adjustable            rate) and the prepayment risk, are passed on to the certificate holder. The life of a            mortgage-backed pass-through security is equal to the life of the underlying mortgages.            Expected maturities will differ from contractual maturities due to repayments and            because borrowers may have the right to call or prepay obligations with or without            prepayment penalties. Mortgage-backed securities issued by Ginnie Mae, Freddie Mac, and            Fannie Mae make up a majority of the pass-through certificates market.

 

The Company also invests in mortgage-related securities, primarily            collateralized mortgage obligations, issued or sponsored by Ginnie Mae, Freddie Mac,            and Fannie Mae. Collateralized mortgage obligations are a type of debt security that            aggregates pools of mortgages and mortgage-backed securities and creates different            classes of collateralized mortgage obligation securities with varying maturities and            amortization schedules as well as a residual interest, with each class having different            risk characteristics. The cash flows from the underlying collateral are usually divided            into “tranches” or classes whereby tranches have descending priorities with            respect to the distribution of principal and interest repayment of the underlying            mortgages and mortgage-backed securities as opposed to pass through mortgage-backed            securities where cash flows are distributed pro rata to all security holders. Unlike            mortgage-backed securities from which cash flow is received and prepayment risk is            shared pro rata by all securities holders, cash flows from the mortgages and            mortgage-backed securities underlying collateralized mortgage obligations are paid in            accordance with a predetermined priority to investors holding various tranches of such            securities or obligations. A particular tranche or class may carry prepayment risk            which may be different from that of the underlying collateral and other tranches.            Collateralized mortgage obligations attempt to moderate reinvestment risk associated            with conventional mortgage-backed securities resulting from unexpected prepayment            activity.

 

14

 

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**Investment Portfolio Composition.**The            following table sets forth the carrying value of the Company’s investment            securities portfolio at the dates indicated.

 

|                                                                      |   | **At September 30,** |    |
|---------------------------------------------------------------------------|--------|----------------------|---------|
|                                                                      |   | **2007**             |    | **2006** |   | **2005** |   |
|                                                                      |   | **(In thousands)**   |    |
| Investment securities held-to-maturity:                                   |   |                 |    |   |   |   |   |   |   |   |
| U.S. government and agency securities                                     |   | $                    | — |   | $ | 55 |   | $ | 104 |   |
| Mortgage-backed securities (1)                                            |   |                 | 242     |   |   | 340 |   |   | 454 |   |
| Total investment securities held-to-maturity                              |   |                 | 242     |   |   | 395 |   |   | 558 |   |
| Investment securities available-for-sale:                                 |   |                 |    |   |   |   |   |   |   |   |
| U.S. government and agency securities                                     |   |                 | 19,993  |   |   | 21,884 |   |   | 21,047 |   |
| Fannie Mae stock                                                          |   |                 | 24      |   |   | 22 |   |   | 18 |   |
| Mortgage-backed securities                                                |   |                 | 14,640  |   |   | 5,301 |   |   | 6,095 |   |
| Total investment securities                            available-for-sale |   |                 | 34,657  |   |   | 27,207 |   |   | 27,160 |   |
| Total investment securities                                               |   | $                    | 34,899  |   | $ | 27,602 |   | $ | 27,718 |   |

 

___________________________

| (1) | Includes collateralized mortgage obligations of $8,000,                            $25,000 and $53,000 at September 30, 2007, 2006 and 2005,                            respectively. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

15

 

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**Investment Portfolio Maturities.**The            following table sets forth certain information regarding the carrying values, weighted            average yields and contractual maturities of the Company’s investment and            mortgage-backed securities portfolio at September 30, 2007.

             

 

|                                          |   |   | **At September 30, 2007 (1)** |    |
|-----------------------------------------------|--------|--------|-------------------------------|---------|
|                                          |   |   | **One Year or Less**          |    |   | **One to Five Years** |   |   | **Five to Ten Years** |   |   | **More Than Ten Years** |   |   | **Total Securities** |   |
|                                          |   |   | **Carrying****Value**         |    | **Average****Yield** |   |   | **Carrying****Value** |   | **Average****Yield** |   |   | **Carrying****Value** |   | **Average****Yield** |   |   | **Carrying****Value** |   | **Average****Yield** |   |   | **Carrying****Value** |   | **Average****Yield** |   |   | **Market****Value** |   |
|                                          |   |   | **(Dollars in thousands)**    |    |
| Investment securities held-to-maturity        |   |   |                          |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S. government and agencysecurities          |   |   | $                             | — |   | — | % |   |   | $ | — |   | — | % |   |   | $ | — |   | — | % |   |   | $ | — |   | — | % |   |   | $ | — |   | — | % |   | $ | — |   |
| Mortgage-backed securities                    |   |   |                          | 3       |   | 5.18 |   |   |   |   | 9 |   | 6.57 |   |   |   |   | 69 |   | 4.99 |   |   |   |   | 161 |   | 6.61 |   |   |   |   | 242 |   | 6.13 |   |   |   | 243 |   |
| Total investment securitiesheld-to-maturity   |   |   |                          | 3       |   | 5.18 |   |   |   |   | 9 |   | 6.57 |   |   |   |   | 69 |   | 4.99 |   |   |   |   | 161 |   | 6.61 |   |   |   |   | 242 |   | 6.13 |   |   |   | 243 |   |
|                                          |   |   |                          |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Investment securities available-for-sale      |   |   |                          |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| U.S. government and agencysecurities          |   |   | $                             | 7,448   |   | 3.53 | % |   |   | $ | 9,532 |   | 4.72 | % |   |   | $ | 3,013 |   | 5.35 | % |   |   | $ | — |   | — | % |   |   | $ | 19,993 |   | 4.37 | % |   | $ | 19,993 |   |
| Mortgage-backed securities                    |   |   |                          | 136     |   | 5.15 |   |   |   |   | 2,919 |   | 4.43 |   |   |   |   | 735 |   | 5.60 |   |   |   |   | 10,850 |   | 5.66 |   |   |   |   | 14,640 |   | 5.41 |   |   |   | 14,640 |   |
| Total investment securitiesavailable-for-sale |   |   |                          | 7,584   |   | 3.56 |   |   |   |   | 12,451 |   | 4.65 |   |   |   |   | 3,748 |   | 5.40 |   |   |   |   | 10,850 |   | 5.66 |   |   |   |   | 34,633 |   | 4.81 |   |   |   | 34,633 |   |
|                                          |   |   |                          |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total investment securities                   |   |   | $                             | 7,587   |   | 3.56 | % |   |   | $ | 12,460 |   | 4.65 | % |   |   | $ | 3,817 |   | 5.39 | % |   |   | $ | 11,011 |   | 5.67 | % |   |   | $ | 34,875 |   | 4.82 | % |   | $ | 34,876 |   |

 

______________

| (1) | The table does not include Fannie Mae stock, which is                            classified as available-for-sale. See “-- Investment                            Portfolio.” |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

16

 

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**Sources of Funds**

 

**General**. Deposits are the major external            source of the Company’s funds for lending and other investment purposes. The            Company also derives funds from the amortization and prepayment of loans and            mortgage-backed securities, maturities and calls of investment securities, borrowings,            and operations. Scheduled loan principal repayments are a relatively stable source of            funds, while deposit inflows and outflows, loan prepayments and security calls are            significantly influenced by general interest rates and market conditions.

 

**Deposits.**Consumer and commercial deposits            are attracted principally from within the Company’s primary market area through            the offering of a selection of deposit instruments including checking accounts, savings            accounts, money market accounts, and term certificate accounts. Deposit account terms            vary according to the minimum balance required, the time period the funds must remain            on deposit, and the interest rate, among other factors. At September 30, 2007, the            Company had no brokered deposits.

 

**Certificates of Deposit.**The following            table indicates the amount of the Company’s certificates of deposit of $100,000            or more by the time remaining until maturity as of September 30, 2007.

 

|                                  |   |                            |   |
|---------------------------------------|--------|---------------------------------|--------|
| **Maturity Period**                   |   | **Certificates****of Deposits** |   |
|                                  |   | **(In thousands)**              |   |
|                                  |   |                            |   |   |
| Within three months                   |   | $                               | 7,509  |   |
| Over three months through six months  |   |                            | 4,924  |   |
| Over six months through twelve months |   |                            | 1,028  |   |
| Over twelve months                    |   |                            | 2,473  |   |
|                                  |   | $                               | 15,934 |   |
|                                  |   |                            |   |   |

 

**Borrowings**. The Company may obtain advances            from the Federal Home Loan Bank of New York (“FHLB”) to supplement its            supply of lendable funds. Advances from the FHLB are typically secured by a pledge of            the Company’s stock in the FHLB and a portion of the Company’s mortgage            loan and securities portfolios. Each FHLB borrowing has its own interest rate, which            may be fixed or variable, and range of maturities. The Company, if the need arises, may            also access the Federal Reserve Bank discount window to supplement its supply of            lendable funds and to meet deposit withdrawal requirements. At September 30, 2007, the            Company had $7.0 million of fixed-rate advances outstanding with a weighted average            rate of 4.30% and contractual maturities ranging from three to five years.

             

17

 

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The following table sets forth the maximum month-end balance and the            average balance of short-term FHLB advances for the periods indicated. These borrowings            were advanced against the overnight line of credit.

 

|                                   |   |                                       |   |     |   |     |   |
|----------------------------------------|--------|--------------------------------------------|--------|----------|--------|----------|--------|
|                                   |   | **At or for the Year Ended September 30,** |   |
|                                   |   | **2007**                                   |   | **2006** |   | **2005** |   |
|                                   |   | **(Dollars in thousands)**                 |   |
|                                   |   |                                       |   |     |   |     |   |
| Average balance outstanding            |   | $                                          | 377    |     | $      | 2,010    |   | $ | 638 |   |
| Maximum balance at end of any month    |   | $                                          | 4,000  |     | $      | 5,000    |   | $ | 3,400 |   |
| Balance outstanding at end of period   |   | $                                          | 2,500  |     | $      | 1,300    |   | $ | 2,000 |   |
| Weighted average rate during period    |   |                                       | 5.41   | %        |   | 4.82     | %      |   | 2.82 | % |
| Weighted average rate at end of period |   |                                       | 5.24   | %        |   | 5.55     | %      |   | 4.11 | % |
|                                   |   |                                       |   |     |   |     |   |   |   |   |

 

**Personnel**

 

As of September 30, 2007, the Company had 37 full-time and 20 part-time            employees. None of the Company’s employees are represented by a collective            bargaining group. The Company believes that its relationship with its employees is            good.

 

**SUPERVISION AND REGULATION**

 

Set forth below is a brief description of certain laws which relate to            the regulation of the Bank and the Company. The description does not purport to be            complete and is qualified in its entirety by reference to applicable laws and            regulations.

 

**Regulation of the Bank**

             

**General.**As a federally chartered savings            bank with deposits insured by the Federal Deposit Insurance Corporation (the            “FDIC”), the Bank is subject to extensive regulation by the OTS and FDIC.            Lending activities and other investments must comply with federal and state statutory            and regulatory requirements. The Bank is also subject to reserve requirements of the            Federal Reserve System. Federal regulation and supervision establishes a comprehensive            framework of activities in which an institution can engage and is intended primarily            for the protection of the Deposit Insurance Fund and depositors. The regulatory            structure also gives the regulatory authorities extensive discretion in connection with            their supervisory and enforcement activities and examination policies, including            policies with respect to the classification of assets and the establishment of adequate            loan loss reserves for regulatory purposes.

 

The OTS regularly examines the Bank and prepares reports for            consideration by the Bank’s Board of Directors on deficiencies, if any, found in            the Bank’s operations. The Bank’s relationship with its depositors and            borrowers is also regulated by federal and state law, especially in such matters as the            ownership of savings accounts and the form and content of the Bank’s mortgage            documents.

 

The Bank must file reports with the OTS concerning its activities and            financial condition, and must obtain regulatory approvals prior to entering into            certain transactions such as mergers with or acquisitions of other financial            institutions. Any change in such regulations, whether by the OTS, the FDIC or the            United States Congress, could have a material adverse impact on the Bank, the Company,            and their operations.

             

18

 

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**Deposit Insurance.**The Bank’s            deposits are insured to applicable limits by the Federal Deposit Insurance Corporation.            Although the FDIC is authorized to assess premiums under a risk-based system for such            deposit insurance, most insured depository institutions have not been required to pay            premiums for the last ten years. The Federal Deposit Insurance Reform Act of 2005 (the            “Reform Act”), which was signed into law on February 15, 2006, has resulted            in significant changes to the federal deposit insurance program: (i) effective March            31, 2006, the Bank Insurance Fund (which formerly insured the deposits of banks) and            the Savings Association Insurance Fund (which formerly insured the deposits of savings            associations like the Bank) were merged into a new combined fund, called the Deposit            Insurance Fund; (ii) the current $100,000 deposit insurance coverage will be indexed            for inflation (with adjustments every five years, commencing January 1, 2011); and            (iii) deposit insurance coverage for retirement accounts has been increased to $250,000            per participant subject to adjustment for inflation. The FDIC has been given greater            latitude in setting the assessment rates for insured depository institutions, which            could be used to impose minimum assessments.

             

The FDIC is authorized to set the reserve ratio for the Deposit            Insurance Fund annually at between 1.15% and 1.5% of estimated insured deposits. If the            Deposit Insurance Fund’s reserves exceed the designated reserve ratio, the FDIC            is required to pay out all or, if the reserve ratio is less than 1.5%, a portion of the            excess as a dividend to insured depository institutions based on the percentage of            insured deposits held on December 31, 1996 adjusted for subsequently paid premiums.            Insured depository institutions that were in existence on December 31, 1996 and paid            assessments prior to that date (or their successors) are entitled to a one-time credit            against future assessments based on their past contributions to the BIF or            SAIF.

 

Pursuant to the Reform Act, the FDIC has determined to maintain the            designated reserve ratio at its current 1.25%. The FDIC has also adopted a new            risk-based premium system that provides for quarterly assessments based on an insured            institution’s ranking in one of four risk categories based on their examination            ratings and capital ratios. Beginning in 2007, well-capitalized institutions with the            CAMELS ratings of 1 or 2 are grouped in Risk Category I and are assessed for deposit            insurance at an annual rate of between five and seven basis points with the assessment            rate for an individual institution determined according to a formula based on a            weighted average of the institution’s individual CAMELS component ratings plus            either five financial ratios or the average ratings of its long-term debt. Institutions            in Risk Categories II, III and IV are assessed at annual rates of 10, 28 and 43 basis            points, respectively. The Bank has been able to offset its deposit insurance premium            for 2007 with the special assessment credit.

 

In addition, all FDIC-insured institutions are required to pay            assessments to the FDIC to fund interest payments on bonds issued by the Financing            Corporation (“FICO”), an agency of the Federal government established to            recapitalize the predecessor to the SAIF. The FICO assessment rates, which are            determined quarterly, averaged 0.012% of insured deposits in fiscal 2007. These            assessments will continue until the FICO bonds mature in 2017.

 

**Regulatory Capital Requirements.**OTS            capital regulations require savings institutions to meet three capital standards:            (1) tangible capital equal to 1.5% of adjusted total assets, (2) Tier 1, or            “core,” capital equal to at least 4% (3% if the institution has received            the highest rating, “composite 1 CAMELS,” on its most recent examination)            of adjusted total assets, and (3) risk-based capital equal to 8% of total risk-weighted            assets.

 

Tangible capital is defined as core capital less all intangible assets            (including supervisory goodwill), less certain mortgage servicing rights and less            certain investments. Core capital is defined as common stockholders’ equity            (including retained earnings), noncumulative perpetual preferred stock and minority            interests in the equity accounts of consolidated subsidiaries, certain nonwithdrawable            accounts and pledged deposits of mutual savings associations and qualifying supervisory            goodwill, less

 

19

 

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nonqualifying intangible assets, certain mortgage servicing rights,            certain investments and unrealized gains and losses on certain available-for-sale            securities.

             

The risk-based capital standard for savings institutions requires the            maintenance of total risk-based capital (which is defined as core capital plus            supplementary capital) of 8% of risk-weighted assets. The components of supplementary            capital include, among other items, cumulative perpetual preferred stock, perpetual            subordinated debt, mandatory convertible subordinated debt, intermediate-term preferred            stock, and the portion of the allowance for loan losses not designated for specific            loan losses (up to a maximum of 1.25% of risk-weighted assets) and up to 45% of            unrealized gains on equity securities. Overall, supplementary capital is limited to            100% of core capital. A savings association must calculate its risk-weighted assets by            multiplying each asset and off-balance sheet item by various risk factors as determined            by the OTS, which range from 0% for cash to 100% for delinquent loans, property            acquired through foreclosure, commercial loans, and other assets.

 

**Dividend and Other Capital Distribution Limitations.**The OTS imposes various restrictions or requirements on the ability of            savings institutions to make capital distributions including cash dividends.

 

A savings association that is a subsidiary of a savings and loan holding            company, such as the Bank, must file an application or a notice with the OTS at least            30 days before making a capital distribution. A savings association is not required to            file an application for permission to make a capital distribution and need only file a            notice if the following conditions are met: (1) it is eligible for expedited treatment            under OTS regulations, (2) it would remain adequately capitalized after the            distribution, (3) the annual amount of its capital distributions does not exceed net            income for that year to date added to retained net income for the two preceding years,            and (4) the capital distribution would not violate any agreements between the OTS and            the savings association or any OTS regulations. Any other situation would require an            application to the OTS.

 

In addition, the OTS could prohibit a proposed capital distribution if,            after making the distribution, which would otherwise be permitted by the regulation,            the OTS determines that the distribution would constitute an unsafe or unsound            practice.

 

A federal savings institution is prohibited from making a capital            distribution if, after making the distribution, the institution would be unable to meet            any one of its minimum regulatory capital requirements. Further, a federal savings            institution cannot distribute regulatory capital that is needed for its liquidation            account.

 

**Qualified Thrift Lender Test.**Savings            institutions must meet a qualified thrift lender (“QTL”) test or they            become subject to the business activity restrictions and branching rules applicable to            national banks. To qualify as a QTL, a savings institution must either (i) be deemed a            “domestic building and loan association” under the Internal Revenue Code by            maintaining at least 60% of its total assets in specified types of assets, including            cash, certain government securities, loans secured by and other assets related to            residential real property, educational loans and investments in premises of the            institution or (ii) satisfy the statutory QTL test set forth in the Home Owners’            Loan Act by maintaining at least 65% of its “portfolio assets” in certain            “Qualified Thrift Investments” (defined to include residential mortgages            and related equity investments, certain mortgage-related securities, small business            loans, student loans and credit card loans). For purposes of the statutory QTL test,            portfolio assets are defined as total assets minus intangible assets, property used by            the institution in conducting its business, and liquid assets up to 20% of total            assets. A savings institution must maintain its status as a QTL on a monthly basis in            at least nine out of every 12 months. As of September 30, 2007, the Bank was in            compliance with its QTL requirement.

             

20

 

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**Federal Home Loan Bank System.**The Bank is            a member of the FHLB of New York, which is one of 12 regional FHLBs that administer the            home financing credit function of savings associations. Each FHLB serves as a reserve            or central bank for its members within its assigned region. It is funded primarily from            proceeds derived from the sale of consolidated obligations of the FHLB System. It makes            loans to members (*i.e.*, advances) in            accordance with policies and procedures established by the Board of Directors of the            FHLB.

 

As a member, the Bank is required to purchase and maintain stock in the            FHLB of New York in an amount equal to the sum of 0.2% of its mortgage-related assets            and 4.5% of its outstanding advances.

 

**Federal Reserve System.**The Federal Reserve            System requires all depository institutions to maintain non-interest bearing reserves            at specified levels against their transaction accounts (primarily checking, NOW and            Super NOW checking accounts) and non-personal time deposits. The balances maintained to            meet the reserve requirements imposed by the Federal Reserve System may be used to            satisfy the liquidity requirements that are imposed by the OTS. At September 30, 2007,            the Bank was in compliance with these requirements.

 

**Regulation of Roebling Financial Corp, Inc.**

 

**General.**Roebling Financial Corp, Inc., is            a savings and loan holding company, subject to regulation and supervision by the OTS.            In addition, the OTS has enforcement authority over Roebling Financial Corp, Inc. and            any non-savings institution subsidiaries. This permits the OTS to restrict or prohibit            activities that it determines to be a serious risk to Roebling Bank. This regulation is            intended primarily for the protection of the depositors and not for the benefit of            stockholders of Roebling Financial Corp, Inc.

 

**Activities Restrictions.**As a savings and            loan holding company formed after May 4, 1999, Roebling Financial Corp, Inc. is not a            grandfathered unitary savings and loan holding company under the Gramm-Leach-Bliley Act            (the “GLB Act”). As a result, Roebling Financial Corp, Inc. and its            non-savings institution subsidiaries are subject to statutory and regulatory            restrictions on their business activities. Under the Home Owners’ Loan Act, as            amended by the GLB Act, the non-banking activities of Roebling Financial Corp, Inc. are            restricted to certain activities specified by OTS regulation, which include performing            services and holding properties used by a savings institution subsidiary, activities            authorized for savings and loan holding companies as of March 5, 1987, and non-banking            activities permissible for bank holding companies pursuant to the Bank Holding Company            Act of 1956 (the “BHC Act”) or authorized for financial holding companies            pursuant to the GLB Act. Furthermore, no company may acquire control of Roebling Bank            unless the acquiring company was a unitary savings and loan holding company on May 4,            1999 (or became a unitary savings and loan holding company pursuant to an application            pending as of that date) or the company is only engaged in activities that are            permitted for multiple savings and loan holding companies or for financial holding            companies under the BHC Act as amended by the GLB Act.

 

**Mergers and Acquisitions.**Roebling            Financial Corp, Inc. must obtain approval from the OTS before acquiring more than 5% of            the voting stock of another savings institution or savings and loan holding company or            acquiring such an institution or holding company by merger, consolidation or purchase            of its assets. In evaluating an application for Roebling Financial Corp, Inc. to            acquire control of a savings institution, the OTS would consider the financial and            managerial resources and future prospects of Roebling Financial Corp, Inc. and the            target institution, the effect of the acquisition on the risk to the insurance funds,            the convenience and the needs of the community and competitive factors.

             

**The USA Patriot Act.**In response to the            events of September 11, 2001, the Uniting and Strengthening America by Providing            Appropriate Tools Required to Intercept and Obstruct Terrorism Act

 

21

 

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of            2001, or the USA Patriot Act, was signed into law on October 26, 2001. The USA Patriot            Act gives the federal government new powers to address terrorist threats through            enhanced domestic security measures, expanded surveillance powers, increased            information sharing and broadened anti-money laundering requirements. By way of            amendments to the Bank Secrecy Act, Title III of the USA Patriot Act takes measures            intended to encourage information sharing among bank regulatory agencies and law            enforcement bodies. Further, certain provisions of Title III impose affirmative            obligations on a broad range of financial institutions, including banks, thrifts,            brokers, dealers, credit unions, money transfer agents and parties registered under the            Commodity Exchange Act.

 

Among other requirements, Title III of the USA Patriot Act imposes the            following requirements with respect to financial institutions:

 

|   | ● | Pursuant to Section 352, all financial institutions must                            establish anti-money laundering programs that include, at minimum: (i)                            internal policies, procedures, and controls; (ii) specific designation                            of an anti-money laundering compliance officer; (iii) ongoing employee                            training programs; and (iv) an independent audit function to test the                            anti-money laundering program. |
|--------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | ● | Section 326 authorizes the Secretary of the Department                            of Treasury, in conjunction with other bank regulators, to issue                            regulations that provide for minimum standards with respect to customer                            identification at the time new accounts are opened. |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | ● | Section 312 requires financial institutions that                            establish, maintain, administer or manage private banking accounts or                            correspondence accounts in the United States for non-United States                            persons or their representatives (including foreign individuals                            visiting the United States) to establish appropriate, specific, and,                            where necessary, enhanced due diligence policies, procedures and                            controls designed to detect and report money laundering. |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | ● | Effective December 25, 2001, financial institutions are                            prohibited from establishing, maintaining, administering or managing                            correspondent accounts for foreign shell banks (foreign banks that do                            not have a physical presence in any country), and will be subject to                            certain record keeping obligations with respect to correspondent                            accounts of foreign banks. |
|--------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | ● | Bank regulators are directed to consider a holding                            company’s effectiveness in combating money laundering when ruling                            on Federal Reserve Act and Bank Merger Act applications. |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**Sarbanes-Oxley Act of 2002.**On July 30,            2002, the President signed into law the Sarbanes-Oxley Act of 2002 (the            “Act”), which implemented legislative reforms intended to address corporate            and accounting fraud. In addition to the establishment of a new accounting oversight            board to enforce auditing, quality control and independence standards and which is            funded by fees from all publicly traded companies, the Act places certain restrictions            on the scope of services that may be provided by accounting firms to their public            company audit clients. Any non-audit services being provided to a public company audit            client will require preapproval by the company’s audit committee. In addition,            the Act makes certain changes to the requirements for partner rotation after a period            of time. The Act requires chief executive officers and chief financial officers, or            their equivalent, to certify to the accuracy of periodic reports filed with the            Securities and Exchange Commission, subject to civil and criminal penalties if they            knowingly or willingly violate this certification requirement. In addition, under the            Act, counsel is required to report evidence of a material violation of the securities            laws or a breach of fiduciary duty by a company to its chief executive officer or its            chief legal officer, and, if such officer

 

22

 

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does            not appropriately respond, to report such evidence to the audit committee or other            similar committee of the board of directors or the board itself.

             

Under the Act, longer prison terms apply to corporate executives who            violate federal securities laws; the period during which certain types of suits can be            brought against a company or its officers is extended; and bonuses issued to top            executives prior to restatement of a company’s financial statements are now            subject to disgorgement if such restatement was due to corporate misconduct. Executives            are also prohibited from insider trading during retirement plan “blackout”            periods, and loans to company executives (other than loans by financial institutions            permitted by federal rules and regulations) are restricted. In addition, a provision            directs that civil penalties levied by the Securities and Exchange Commission as a            result of any judicial or administrative action under the Act be deposited to a fund            for the benefit of harmed investors. The Federal Accounts for Investor Restitution            provision also requires the Securities and Exchange Commission to develop methods of            improving collection rates. The legislation accelerates the time frame for disclosures            by public companies, as they must immediately disclose any material changes in their            financial condition or operations. Directors and executive officers must also provide            information for most changes in ownership in a company’s securities within two            business days of the change.

 

The Act also increases the oversight of, and codifies certain            requirements relating to audit committees of public companies and how they interact            with the company’s “registered public accounting firm.” Audit            Committee members must be independent and are absolutely barred from accepting            consulting, advisory or other compensatory fees from the issuer. In addition, companies            must disclose whether at least one member of the committee is a “financial            expert” (as such term is defined by the Securities and Exchange Commission) and            if not, why not. Under the Act, a company’s registered public accounting firm            will be prohibited from performing statutorily mandated audit services for a company if            such company’s chief executive officer, chief financial officer, comptroller,            chief accounting officer or any person serving in equivalent positions had been            employed by such firm and participated in the audit of such company during the one-year            period preceding the audit initiation date. The Act also prohibits any officer or            director of a company or any other person acting under their direction from taking any            action to fraudulently influence, coerce, manipulate or mislead any independent            accountant engaged in the audit of the company’s financial statements for the            purpose of rendering the financial statements materially misleading. The Act also            requires the Securities and Exchange Commission to prescribe rules requiring inclusion            of an internal control report and assessment by management in the annual report to            shareholders. The Act requires the company’s registered public accounting firm            that issues the audit report to attest to and report on management’s assessment            of the company’s internal controls.

 

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**Item 2. Description of            Property**

 

(a)        **Properties.**The following table sets forth            the location of our main office and branch offices, the year the offices were opened,            the net book value of each office and per branch deposits at each office.

 

|                                                                             | **Year Facility**

**Opened** |   | **Leased or Owned** |   | **Net Book Value at September 30, 2007** |   | **Branch Deposits at September 30, 2007** |   |   |
|----------------------------------------------------------------------------------|-------------------------------|--------|---------------------|--------|------------------------------------------|--------|-------------------------------------------|--------|--------|
|                                                                             |                          |   |                |   | **(In thousands)**                       |   |
| ***Main Office***Route 130 South and Delaware AvenueRoebling, NJ 08554           | 1964                          |   | Owned               |   | $                                        | 755    |                                      | $      | 45,723 |   |
|                                                                             |                          |   |                |   |                                     |   |                                      |   |   |   |
| ***Village Office***34 Main StreetRoebling, NJ 08554                             | 1922                          |   | Owned               |   |                                     | 34     |                                      |   | 17,524 |   |
|                                                                             |                          |   |                |   |                                     |   |                                      |   |   |   |
| ***New Egypt Office***8 Jacobstown RoadNew Egypt, NJ 08533                       | 1998                          |   | Owned               |   |                                     | 579    |                                      |   | 30,699 |   |
|                                                                             |                          |   |                |   |                                     |   |                                      |   |   |   |
| ***Westampton Office***1934 Rt. 541/Burlington-Mt.Holly RoadWestampton, NJ 08060 | 2005                          |   | Leased (1)          |   |                                     | 338    |                                      |   | 13,582 |   |
|                                                                             |                          |   |                |   |                                     |   |                                      |   |   |   |
| ***Delran Office***3104 Bridgeboro RoadDelran, NJ 08075                          | 2006                          |   | Owned               |   |                                     | 1,906  |                                      |   | 11,680 |   |
|                                                                                  |                               |        |                     |        |                                          |        |                                           |        |        |  |  |  |  |

 

________

| (1) | Lease has an initial term of five years. |
|-----|------------------------------------------|

 

(b)       **Investment Policies.**See “Item 1.            Description of Business” above for a general description of the            Registrant’s investment policies and any regulatory or Board of Directors’            percentage of assets limitations regarding certain investments. The Registrant’s            investments are primarily acquired to produce income, and to a lesser extent, possible            capital gain.

 

(1)       **Investments in Real Estate or Interests in Real Estate.**See “Item 1. Description of Business - Lending Activities”            and “ - Regulation of the Bank,” and “Item 2. Description of            Property.”

 

(2)       **Investments in Real Estate Mortgages.**See            “Item 1. Description of Business - Lending Activities” and “ -            Regulation of the Bank.”

 

(3)       **Securities of or Interests in Persons Primarily Engaged in Real            Estate Activities.**See “Item 1. Description of Business            - Lending Activities” and “ - Regulation of the Bank.”

 

|   | (c) | **Description of Real Estate and Operating                            Data.**Not Applicable. |
|--------|-----|----------------------------------------------------------------------------------------------|

 

24

 

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**Item 3. Legal Proceedings**

 

Roebling Financial Corp, Inc. and its subsidiaries, from time to time,            are a party to routine litigation, which arises in the normal course of business, such            as claims to enforce liens, condemnation proceedings on properties in which Roebling            Bank holds security interests, claims involving the making and servicing of real            property loans, and other issues incident to the business of Roebling Bank. There were            no lawsuits pending or known to be contemplated against us at September 30, 2007 that            would have a material effect on our operations or income.

 

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

 

No matter was submitted to a vote of security holders during the fourth            quarter of the fiscal year.

 

|   | **PART II** |
|--------|-------------|

 

**Item 5. Market for Common Equity and Related            Stockholder Matters and Small Business Issuer Purchases of Equity            Securities**

 

(a)        ***Market for Common Equity.***The            information contained under the section captioned “Stock Market            Information” of the Company’s Annual Report to Stockholders for the fiscal            year ended September 30, 2007 (the “Annual Report”) is incorporated herein            by reference. During the period under report, the Registrant did not sell any equity            securities that were not registered under the Securities Act of 1933.

 

|   | (b) | ***Use of Proceeds***. Not                            applicable. |
|--------|-----|-------------------------------------------------------------------|

 

|   | (c) | ***Issuer Purchases of Equity                            Securities.***Not applicable. |
|--------|-----|----------------------------------------------------------------------------------------|

 

**Item 6. Management’s Discussion and            Analysis or Plan of Operation**

 

The information contained in the section captioned            “Management’s Discussion and Analysis of Financial Condition and Results of            Operations” in the Annual Report is incorporated herein by reference.

 

**Item 7. Financial            Statements**

 

The Registrant’s consolidated financial statements are            incorporated herein by reference from the Annual Report.

 

**Item 8. Changes in and Disagreements with            Accountants on Accounting and Financial Disclosure.**

 

Not applicable.

 

**Item 8A. 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 Annual Report on Form 10-KSB 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,

 

25

 

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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 last quarter of the year 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.

 

**Item 8B. Other            Information.**

 

Not applicable.

 

|   | **PART III** |
|--------|--------------|

 

**Item 9. Directors, Executive Officers,            Promoters and Control Persons and Corporate Governance; Compliance            with Section 16(a) of the Exchange Act**

 

The information required under this item is incorporated herein by            reference to the Proxy Statement for the 2008 Annual Meeting (the “Proxy            Statement”) contained under the sections captioned “Corporate            Governance,” “Section 16(a) Beneficial Ownership Reporting            Compliance,” “Proposal I - Election of Directors,” and “-            Biographical Information.” The Company has adopted a Code of Ethics that applies            to its principal executive officer and principal financial officer. A copy of the            Company’s Code of Ethics will be furnished, without charge, to any person who            requests such copy by writing to the Secretary, Roebling Financial Corp, Inc., Route            130 South and Delaware Avenue, Roebling, New Jersey 08554.

 

**Item 10. Executive            Compensation**

 

The information required by this item is incorporated by reference to            the Proxy Statement contained under the sections captioned “Director            Compensation” and “Executive Compensation.”

 

**Item 11. Security Ownership of Certain            Beneficial Owners and Management and Related Stockholder Matters**

 

|   | **(a)** | **Security Ownership of Certain Beneficial                            Owners** |
|--------|---------|--------------------------------------------------------------------------------|

 

The information required by this item is incorporated herein by            reference from the section in the Proxy Statement captioned “Principal Holders of            Our Common Stock.”

 

|   | **(b)** | **Security Ownership of Management** |
|--------|---------|--------------------------------------|

 

The information required by this item is incorporated herein by            reference to the information in the Proxy Statement contained under the section            captioned “Proposal I - Election of Directors.”

 

|   | **(c)** | **Changes in Control** |
|--------|---------|------------------------|

 

Management of the Company knows of no arrangements, including any pledge            by any person of securities of the Company, the operation of which may at a subsequent            date result in a change in control of the Company.

 

26

 

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**(d)** **Securities Authorized for Issuance Under Equity Compensation            Plans**

 

Set forth below is information as of September 30, 2007 with respect to            compensation plans under which equity securities of the Registrant are authorized for            issuance.

 

 

|                                                      |   |                                                                                                                       |    |                                                                                                       |   |                                                                                                                                                                                                   |   |
|-----------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------|---------|------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                      |   | **(a)**                                                                                                                    |    | **(b)**                                                                                                    |   | **(c)**                                                                                                                                                                                                |   |
|                                                      |   | **Number of Securities to be issued upon exercise of                            outstanding options, warrants and rights** |    | **Weighted-average exercise price of outstanding                            options, warrants and rights** |   | **Number of securities remaining available for future                            issuance under equity compensation plans, (excluding securities                            reflected in column (a))** |   |
|                                                      |   |                                                                                                                       |    |                                                                                                       |   |                                                                                                                                                                                                   |   |
| Equity compensation plansapproved by shareholders         |   |                                                                                                                       |    |                                                                                                       |   |                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
| 1999 Stock Option Plan                                    |   |                                                                                                                       | 43,014  |                                                                                                       |   |                                                                                                                                                                                                   | $      | 11.406 |   |   |   | 3,586 |   |   |
| 2006 Stock Option Plan                                    |   |                                                                                                                       | 74,642  |                                                                                                       |   |                                                                                                                                                                                                   |   | 10.730 |   |   |   | 16,434 |   |   |
| 1999 Restricted Stock Plan                                |   |                                                                                                                       | 3,637   |                                                                                                       |   |                                                                                                                                                                                                   |   | — |   |   |   | 6,884 |   |   |
| 2006 Restricted Stock Plan                                |   |                                                                                                                       | 4,374   |                                                                                                       |   |                                                                                                                                                                                                   |   | — |   |   |   | 23,320 |   |   |
|                                                      |   |                                                                                                                       |    |                                                                                                       |   |                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
| Equity compensation plansnot approved by shareholders (1) |   |                                                                                                                       | — |                                                                                                       |   |                                                                                                                                                                                                   |   | — |   |   |   | — |   |   |
| TOTAL                                                     |   |                                                                                                                       | 125,667 |                                                                                                       |   |                                                                                                                                                                                                   | $      | 10.977 |   |   |   | 50,224 |   |   |

 

_______

| (1) | Not applicable. |
|-----|-----------------|

 

**Item 12. Certain Relationships and Related            Transactions, and Director Independence**

 

The information required by this item is incorporated herein by            reference to the Proxy Statement contained under the sections captioned “Related            Party Transactions” and “Corporate Governance.”

 

**Item 13. Exhibits**

 

List of Exhibits:

 

|   | 3.1 | Certificate of Incorporation* |
|--------|-----|-------------------------------|

|   | 3.2 | Bylaws** |
|--------|-----|----------|

|   | 4.0 | Form of Stock Certificate*** |
|--------|-----|------------------------------|

|   | 10.1† | Directors’ Consultation and Retirement                            Plan*** |
|--------|--------------|---------------------------------------------------------------------------------|

|   | 10.2† | Roebling Bank Stock Option Plan**** |
|--------|--------------|-------------------------------------|

|   | 10.4† | Roebling Bank Restricted Stock Plan**** |
|--------|--------------|-----------------------------------------|

|   | 10.5† | Employment Agreement between Janice A. Summers and                            Roebling Bank*** |
|--------|--------------|------------------------------------------------------------------------------------------------|

|   | 10.6† | Employment Agreement between Frank J. Travea, III and                            Roebling Bank*** |
|--------|--------------|---------------------------------------------------------------------------------------------------|

|   | 10.7† | Roebling Financial Corp, Inc. 2006 Stock Option                            Plan***** |
|--------|--------------|--------------------------------------------------------------------------------------|

|   | 10.8† | Roebling Bank 2006 Restricted Stock Plan***** |
|--------|--------------|-----------------------------------------------|

|   | 13 | 2007 Annual Report to Shareholders |
|--------|----|------------------------------------|

|   | 21 | Subsidiaries |
|--------|----|--------------|

|   | 23 | Consent of Independent Auditors |
|--------|----|---------------------------------|

|   | 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief                            Executive Officer |
|--------|------|----------------------------------------------------------------------------------------------|

|   | 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief                            Financial Officer |
|--------|------|----------------------------------------------------------------------------------------------|

|   | 32 | Section 1350 Certification |
|--------|----|----------------------------|

 

27

 

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_________

| † | Management contract or compensatory plan or                            arrangement. |
|----------|-------------------------------------------------------------------------------------|

| * | Incorporated herein by reference to the Company’s                            Form 8-A (File No. 0-50969) filed with the Commission on September 30,                            2004. |
|---|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| ** | Incorporated by reference to the Company’s                            Quarterly Report on Form 10-QSB for the quarter ended March 31,                            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 the 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 the Company’s                            Registration Statement on Form S-8 (File No. 333-132059) filed with the                            Commission on February 27, 2006. |
|-------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**Item 14. Principal Accountant Fees and            Services**

 

The information set forth under the caption “Proposal II --            Ratification of Appointment of Independent Auditors” in the Proxy Statement is            incorporated herein by reference.

 

 

 

             

 

28

 

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| **SIGNATURES**                                                                                                                                                                                                                                                                                                             |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                       |
| In accordance with Section 13 or 15(d) of the Exchange                            Act, the registrant has duly caused this report to be signed on its                            behalf by the undersigned, thereunto duly authorized as of December 21,                            2007.                                  |
|                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                       |   | **ROEBLING FINANCIAL CORP, INC.** |
|  

                             

                                                                                                                                                                                                                                                                          |   |  

                             

                              |  

                             

/s/ Frank J. Travea, III |
|                                                                                                                                                                                                                                                                                                                       |   | By: | Frank J. Travea, III

President and Chief Executive Officer

(Duly Authorized Representative) |
|                                                                                                                                                                                                                                                                                                                       |
| In accordance with the Exchange Act, this report has                            been signed below by the following persons on behalf of the registrant                            and in the capacities and on the dates indicated as of December 21,                            2007.

                              |
|  

                             

/s/ John J. Ferry                                                                                                                                                                                                                                                              |   |  

                             

/s/ Frank J. Travea, III |
| John J. Ferry

Chairman of the Board                                                                                                                                                                                                                                                                                       |   | Frank J. Travea, III

President and Chief Executive Officer

(Principal Executive Officer) |
|  

                             

/s/ George Nyikita                                                                                                                                                                                                                                                             |   |  

                             

/s/ Mark V. Dimon |
| George Nyikita

Director                                                                                                                                                                                                                                                                                                   |   | Mark V. Dimon

Director and Treasurer |
|  

                             

/s/ Robert R. Semptimphelter, Sr.                                                                                                                                                                                                                                              |   |  

                             

/s/ Joan K. Geary |
| Robert R. Semptimphelter, Sr.

Director                                                                                                                                                                                                                                                                                    |   | Joan K. Geary

Director and Secretary |
|  

                             

/s/ John A. LaVecchia                                                                                                                                                                                                                                                          |   |  

                             

/s/ Janice A. Summers |
| John A. LaVecchia

Director and Vice Chairman                                                                                                                                                                                                                                                                              |   | Janice A. Summers

Senior Vice President, Chief Operating Officer and Chief                            Financial Officer (Principal Financial and Accounting                            Officer) |
|                                                                                                                                                                                                                                                                                                                       |   |   |
|                                                                                                                                                                                                                                                                                                                            |  |  |  |  |  |

 

 

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