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 June 30, 2005

                                       OR

[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
        For the transition period from ______________ to ________________

                         Commission file number: 0-27916

                            FFD FINANCIAL CORPORATION
          ------------------------------------------------------------
                 (Name of small business issuer in its charter)


                      Ohio                              34-1921148
       ---------------------------------        ---------------------------
        (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)           Identification Number)


                   321 North Wooster Avenue, Dover, Ohio 44622
        --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (330) 364-7777
                                              ------------------

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

                   None                                None
          ---------------------               ----------------------
          (Title of each class)               (Name of each exchange
                                                on which registered)

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

                        Common Shares, without par value
        --------------------------------------------------------------
                                (Title of class)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X  No
                                                                      ---   ---
      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. [X]

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

      The issuer's revenues for the fiscal year ended June 30, 2005, were $8.0
million.

      The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the average of the bid and asked prices
quoted by the NADSAQ SmallCap Market, was $14.6 million on September 20, 2005.

      1,192,253 of the issuer's common shares were issued and outstanding on
September 20, 2005.

                       DOCUMENTS INCORPORATED BY REFERENCE

 Part II of Form 10-KSB - Portions of the Annual Report to Shareholders for the
fiscal year ended June 30, 2005. Part III of Form 10-KSB - Portions of the Proxy
             Statement for the 2005 Annual Meeting of Shareholders.

      Transitional Small Business Disclosure Format (check one):  Yes    No  X
                                                                     ----  ----

<PAGE>

                                     PART I

Item 1. Description of Business

General

      FFD Financial Corporation ("FFD") an Ohio corporation formed in 1996, is a
savings and loan holding company which owns all of the issued and outstanding
common shares of First Federal Community Bank, a federal savings bank ("First
Federal"). FFD acquired all of the common shares issued by First Federal upon
its conversion from a mutual savings bank to a stock savings bank in April 1996
(the "Conversion").

      First Federal has conducted business in Tuscarawas County, Ohio since it
was incorporated in 1898 as an Ohio savings and loan association under the name
"Dover Building & Loan Company." First Federal obtained a federal savings and
loan charter in 1937 under the name "First Federal Savings & Loan Association."
In 1983, First Federal changed its charter to a federal savings bank charter
under the name "First Federal Savings Bank of Dover." In August 2001, First
Federal adopted its present name. First Federal presently conducts its business
from its main office in Dover, Ohio, branches in Dover and New Philadelphia,
Ohio and lending offices in Coshocton and Sugarcreek, Ohio.

      FFD is subject to regulation and examination by the Office of Thrift
Supervision of the United States Department of the Treasury (the "OTS") and the
United States Securities and Exchange Commission (the "SEC"). First Federal is
subject to supervision and regulation by the OTS and the Federal Deposit
Insurance Corporation (the "FDIC") and is a member of the Federal Home Loan Bank
(the "FHLB") of Cincinnati. First Federal's deposits are insured up to
applicable limits by the Savings Association Insurance Fund (the "SAIF")
administered by the FDIC.

      First Federal's business involves attracting deposits from individual and
business customers and using these deposits to originate loans to individuals
and businesses in its primary market area, which consists of Tuscarawas and
contiguous counties in Ohio. First Federal provides deposit products including
checking, savings, money market and individual retirement accounts and
certificates of deposit. Additionally, First Federal provides access to its
products and services via the Internet at www.onlinefirstfed.com. First Federal
originates residential and home equity loans, construction loans, nonresidential
real estate loans, business loans, and consumer loans. Loan funds are obtained
primarily from deposits and loan repayments. First Federal also obtains advances
from the FHLB of Cincinnati when other sources of funds are inadequate to fund
loan demand. First Federal also invests in U.S. Government agency obligations,
interest-bearing deposits in other financial institutions, mortgage-backed
securities and other investments permitted by applicable law.

      Interest on loans, mortgage-backed securities and investments is First
Federal's primary source of income. First Federal's principal expense is
interest paid on deposit accounts and borrowings. Operating results are
dependent to a significant degree on First Federal's net interest income, which
is the difference between interest earned on loans, mortgage-backed securities
and other investments and interest paid on deposits and borrowings. Like most
thrift institutions, First Federal's interest income and interest expense are
significantly affected by general economic conditions and by the policies of
various regulatory authorities.

Lending Activities

      General. First Federal's principal lending activities are the origination
of real estate loans secured by one- to four-family residential properties,
nonresidential real estate loans, and business loans in First Federal's primary
market area. First Federal also originates loans secured by multifamily
properties containing five units or more, construction loans, and various types
of consumer loans.

<PAGE>

      Loan Portfolio Composition. The following table presents certain
information regarding the composition of First Federal's loan portfolio at the
dates indicated:

<TABLE>
<CAPTION>
                                                                At June 30,
                                   -----------------------------------------------------------------------
                                           2005                     2004                     2003
                                   ---------------------    ---------------------    ---------------------
                                                Percent                  Percent                  Percent
                                               of total                 of total                 of total
                                    Amount       loans       Amount       loans       Amount       loans
                                    ------       -----       ------       -----       ------       -----
                                                           (Dollars in thousands)
<S>                                <C>             <C>      <C>             <C>      <C>             <C>
One- to four-family (1)            $  61,157        45.4%   $  56,972        49.0%   $  62,396        53.0%
Multifamily (1)                        9,082         6.7        6,056         5.2        4,905         4.2
Nonresidential and land (1)           42,763        31.8       34,968        30.1       28,488        24.2
Commercial - secured                  16,388        12.2       15,111        13.0       19,002        16.1
Commercial - unsecured                   279         0.2          269         0.2          452         0.4
Consumer                               4,896         3.6        2,769         2.4        2,352         2.0
 Deferred loan origination costs         139         0.1          138         0.1          121        0 .1
                                   ---------   ---------    ---------   ---------    ---------   ---------
   Total loans                     $ 134,704       100.0%   $ 116,283       100.0%   $ 117,716       100.0%
                                                   =====                    =====                    =====

Less:
Undisbursed portion of loans in
  process                              2,770                    1,216                    2,699
Allowance for loan losses                766                      779                      818
                                   ---------                ---------                ---------

   Loans receivable, net           $ 131,168                $ 114,288                $ 114,199
                                   =========                =========                =========
</TABLE>

(1)   Includes construction loans.

      Loan Maturity Schedule. The following table sets forth certain information
as of June 30, 2005, regarding the dollar amount of loans maturing in First
Federal's portfolio based on their contractual terms to maturity. Demand loans
and loans having no stated schedule of repayments and no stated maturity are
reported as due in one year or less. Applicable deferred loan origination costs
are included in the amounts presented.

<TABLE>
<CAPTION>

                                                                                  Due 11-or
                              Due during the year ending     Due 4-5  Due 6-10       more
                                        June 30,              years     years        years
                               ---------------------------    after     after        after
                                2006      2007      2008     6/30/05   6/30/05      6/30/05      Total
                               -------   -------   -------   -------   -------      -------    --------
                                                          (In thousands)
<S>                            <C>       <C>       <C>       <C>       <C>          <C>        <C>
 Residential real estate (1)   $11,331   $ 3,972   $ 4,183   $ 9,040   $27,134      $14,686    $ 70,346
 Nonresidential and land         3,789     4,018     4,260     9,302    21,416           --      42,785
 Commercial loans                5,985     6,354     4,338        --        --           --      16,677
 Consumer loans                  1,727     1,134     1,213       822        --           --       4,896
                               -------   -------   -------   -------   -------      -------    --------
    Total loans                $22,832   $15,478   $13,994   $19,164   $48,550      $14,686    $134,704
                               =======   =======   =======   =======   =======      =======    ========
</TABLE>

--------------------------

(1)   Includes one- to four-family and multifamily loans.

      The following table sets forth the dollar amount of all loans due after
June 30, 2006 which have fixed interest rates and which have floating or
adjustable interest rates:

                                                   Due after June 30, 2006
                                                   -----------------------
                                                        (In thousands)

                Fixed rate of interest                     $ 18,028
                Adjustable rate of interest                  93,844
                                                           --------
                                                           $111,872
                                                           ========


                                       2
<PAGE>

      One- to Four-Family Residential Real Estate Loans. First Federal makes
permanent conventional loans secured by first mortgages on existing one- to
four-family residences, primarily single-family residences, located in
Tuscarawas County, Ohio. First Federal also originates home equity loans secured
by second mortgages on one- to four-family residential real estate. The
aggregate amount of First Federal's one- to four-family residential real estate
loans was $61.2 million, or 45.4% of total loans, at June 30, 2005.

      First Federal offers adjustable-rate mortgage loans ("ARMs") for terms up
to 30 years. The interest rate adjustment periods on the ARMs are one year,
three years or five years, although most of the ARMs originated by First Federal
are one-year ARMs. The rates on ARMs are tied to the average monthly mortgage
contract rate for previously occupied homes published by the Federal Housing
Finance Board. The maximum allowable adjustment at each adjustment date is 2%.
Some of First Federal's ARMs have a maximum adjustment of 6% over the term of
the loan.

      Adjustable-rate mortgage loans decrease First Federal's interest rate risk
but involve other risks, primarily credit risk, because as interest rates rise
the payment by the borrower increases to the extent permitted by the terms of
the loan, thereby increasing the potential for default. At the same time, the
marketability of the underlying property may be adversely affected by higher
interest rates. First Federal believes that these risks have not had a material
adverse effect on First Federal to date.

      First Federal originates fixed-rate loans with terms of up to 30 years,
although the majority of First Federal's fixed-rate loans are sold in the
secondary market.

      To a lesser extent, First Federal makes loans for the construction of
residential real estate. These loans are typically structured as permanent loans
with adjustable or fixed rates of interest and terms from 15 to 30 years.
Construction loans originated by First Federal are made to owner-occupants for
the construction of single-family homes by a general contractor and to
developers for the construction of single-family homes.

      Construction loans generally involve greater underwriting and default
risks than loans secured by mortgages on existing properties. First Federal
advances loan funds upon the security of the project under construction, which
is more difficult to value before the completion of construction. Because of the
uncertainties inherent in estimating construction costs, if a default on a
construction loan occurs and foreclosure follows, First Federal must take
control of the project and attempt either to arrange for completion of
construction or dispose of the unfinished project.

      OTS regulations limit the amount that First Federal may lend in
relationship to the appraised value of the real estate and improvements (the
"Loan-to-Value Ratio" or "LTV") at the time of loan origination. Most of First
Federal's one- to four-family loans have a LTV of 80% or less, although First
Federal will make first mortgage loans on one- to four-family residences up to
89% of the value of the real estate and improvements. First Federal also has an
affordable housing loan program under which it originates a small number of
variable-rate loans with LTVs of up to 95%.

      Included in one- to four-family loans are lines of credit secured by a
mortgage on the borrower's principal residence. Basic home equity lines of
credit typically do not exceed an amount which, when added to any prior
indebtedness secured by the real estate, does not exceed 89% of the estimated
value of the real estate. Premier lines of credit to certain high net worth
borrowers are made for amounts which may exceed the estimated value of the real
estate. First Federal's home equity loans have terms of up to 15 years. The
interest rates charged by First Federal on home equity loans adjust monthly and
are tied to the base rate on corporate loans, posted by at least 75% of the
nation's 30 largest banks, as reported in The Wall Street Journal. At June 30,
2005, First Federal's one- to four-family residential real estate loan portfolio
included $15.6 million in home equity loans.

      Multifamily Residential Real Estate Loans. First Federal originates loans
secured by multifamily properties containing five or more units. The majority of
such loans are made with adjustable interest rates and a maximum LTV of 85% for
terms of up to 20 years.

      Multifamily lending is generally considered to involve a higher degree of
risk because the loan amounts are larger and the borrower typically depends upon
income generated by the project to cover operating expenses and debt service.
The profitability of a project can be affected by economic conditions,
government policies and other factors beyond the control of the borrower. First
Federal attempts to reduce the risk associated with multifamily lending by
evaluating the creditworthiness of the borrower and the projected income from
the project and by obtaining personal guarantees on loans made to corporations,
partnerships and limited liability companies.

      At June 30, 2005, loans secured by multifamily properties totaled
approximately $9.1 million, or 6.7% of total loans.


                                       3
<PAGE>

      Nonresidential Real Estate and Land Loans. First Federal makes loans
secured by nonresidential real estate consisting of retail stores, office
buildings and other commercial properties. Such loans are originated with terms
of up to 20 years and a maximum LTV of 80%. First Federal also makes loans
secured by improved and unimproved lots for the construction of single-family
residences. Unimproved lot loans have terms of up to five years and a maximum
LTV of 65%. Improved lot loans have terms of up to five years and a maximum LTV
of 89%.

      Nonresidential real estate lending is generally considered to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts and the effects of general economic conditions on the successful
operation of income-producing properties. If, for example, leases are not
obtained or renewed, the cash flow on the property may be reduced and the
borrower's ability to repay may be impaired. First Federal has endeavored to
reduce such risk by evaluating the credit history and past performance of the
borrower, the location of the real estate, the quality of the management
constructing and operating the property, the debt service ratio, the quality and
characteristics of the income stream generated by the property and appraisals
supporting the property's valuation.

      First Federal also originates loans for the construction of
non-residential real estate. These loans are typically structured as permanent
loans with adjustable or fixed rates of interest and terms up to 20 years and
generally involve greater underwriting and default risks than do loans secured
by mortgages on existing properties. Because of the uncertainties inherent in
estimating construction costs, in the event a default on a construction loan
occurs and foreclosure follows, First Federal must take control of the project
and attempt either to arrange for completion of construction or dispose of the
unfinished project.

      At June 30, 2005, First Federal had a total of $42.8 million, or 31.8% of
total loans, invested in nonresidential real estate and land loans. Federal
regulations limit the amount of nonresidential mortgage and land loans which
First Federal may make to 400% of its capital. At June 30, 2005, nonresidential
mortgage and land loans totaled 260% of First Federal's capital.

      Commercial Loans. First Federal makes commercial loans to businesses in
its primary market area which are secured by inventory, accounts receivable,
machinery or other assets of the borrower. The LTV ratios for commercial loans
depend upon the nature of the underlying collateral, but generally commercial
loans are made with LTVs of not more than 85% and have adjustable interest rates
with terms up to 10 years.

      Commercial loans generally entail significantly greater risk than real
estate lending. The repayment of commercial loans is typically dependent on the
income stream and successful operation of a business, which can be affected by
economic conditions.

      At June 30, 2005, First Federal had approximately $16.7 million, or 12.4%
of total loans, invested in commercial loans. OTS regulations limit the amount
of commercial loans that First Federal may invest in to 20% of the First
Federal's total assets, provided that amounts in excess of 10% may only be used
for small business loans. At June 30, 2005, First Federal was in compliance with
this limit.

      Consumer Loans. First Federal makes various types of consumer loans,
including unsecured loans and loans secured by savings accounts, motor vehicles
and boats. Consumer loans are made at fixed or adjustable rates of interest.
Unsecured loans are made with terms of up to two years. Motor vehicle loans are
made with terms of up to five and a half years. Consumer loans may entail
greater credit risk than residential mortgage loans. The risk of default on
consumer loans increases during periods of recession, high unemployment and
other adverse economic conditions. Although First Federal has not had
significant delinquencies on consumer loans, no assurance can be provided that
delinquencies will not increase in the future.

      At June 30, 2005, approximately $4.9 million, or 3.6% of First Federal's
total loans were invested in consumer loans.

      Loan Solicitation and Processing. Loan originations are developed from a
number of sources, including continuing business with depositors, borrowers and
real estate developers, newspaper, television, and radio advertisements,
solicitations by First Federal's lending staff and walk-in customers. First
Federal also originates loans at its loan production offices in Sugarcreek, Ohio
and Coshocton, Ohio.

      Loan applications for real estate loans are taken by First Federal's loan
personnel. First Federal typically obtains a credit report, verification of
income and other documentation concerning the creditworthiness of the borrower.
An appraisal


                                       4
<PAGE>

or evaluation of the fair market value of the real estate which will be given as
security for the loan is prepared by a staff appraiser or a fee appraiser
approved by the Board of Directors. For construction loans, an appraiser also
evaluates the building plans, construction specifications and estimates of
construction costs, and First Federal evaluates the feasibility of the proposed
construction project and the experience and record of the builder. Upon the
completion of the appraisal or evaluation and the receipt of information on the
credit history of the borrower, the loan application is submitted for review in
accordance with First Federal's underwriting guidelines.

      Under First Federal's current loan guidelines, if a real estate loan
application is approved, First Federal usually obtains title insurance on the
real estate which will secure the mortgage loan. In the past, First Federal used
an attorney's opinion for single-family loans. First Federal requires borrowers
to carry satisfactory fire and casualty insurance and, if applicable, flood
insurance, and to name First Federal as an insured mortgagee.

      Consumer loans are underwritten on the basis of the borrower's credit
history and an analysis of the borrower's income and expenses, ability to repay
the loan and the value of the collateral, if any.

      Loan Originations, Purchases and Sales. Currently, First Federal
originates both adjustable-rate and fixed-rate loans for its portfolio. First
Federal sells a majority of its fixed-rate real estate loans to the Federal Home
Loan Mortgage Corporation ("Freddie Mac"), and First Federal services the loan
in exchange for a servicing fee. During the year ended June 30, 2005, First
Federal sold approximately $10.4 million in loans to Freddie Mac.

      The following table presents the activity in First Federal's loan
portfolio, for the periods indicated. First Federal occasionally purchases
participation interests in loans originated by other financial institutions.
During 2005, 2004, and 2003 loans originated include $340,000, $ 1.2 million,
and $190,000 respectively, nonresidential loans purchased from other financial
institutions.

                                                     Year ended June 30,
                                              --------------------------------
                                                2005        2004        2003
                                              --------    --------    --------
                                                       (In thousands)
Loans originated:
   One- to four-family                        $ 32,771    $ 36,182    $ 55,037
   Construction                                  7,445       3,700       4,706
   Nonresidential and land                      16,898      11,589      11,787
   Commercial                                    4,799      16,744      21,438
   Consumer                                      4,665       1,626       1,702
                                              --------    --------    --------
     Total loans originated                     66,578      69,841      94,670

Principal repayments                            36,188      41,633      41,319
Loans sold                                      13,343      29,752      44,172
Increase (decrease) in other items, net (1)        (59)         83        (268)
                                              --------    --------    --------
Net increase (decrease) in loans receivable   $ 16,988    $ (1,461)   $  8,911
                                              ========    ========    ========

-----------------------------

(1)   Other items consist of amortization of deferred loan origination costs,
      the provision for losses on loans, transfers to real estate acquired
      through foreclosure, and the recognition and amortization of mortgage
      servicing rights.

      OTS regulations impose a limit on the aggregate amount that a savings
association may lend to any one borrower to an amount equal to 15% of the
association's total capital for risk-based capital purposes plus any loan loss
reserves not already included in total capital (the "Lending Limit Capital"). A
savings association may loan to one borrower an additional amount not to exceed
10% of the association's Lending Limit Capital if the additional amount is fully
secured by certain forms of "readily marketable collateral." Real estate is not
considered "readily marketable collateral." In applying this limit, the
regulations require that loans to certain related or affiliated borrowers be
aggregated. An exception to this limit permits loans to one borrower of up to
$500,000. In addition, the OTS may permit exceptions to the lending limit on a
case-by-case basis under certain circumstances.

      Based on the 15% limit, First Federal was able to lend approximately $2.6
million to one borrower at June 30, 2005. The largest amount First Federal had
outstanding to one borrower at June 30, 2005, was $2.1 million.

      Loan Origination and Other Fees. First Federal realizes loan origination
fees and other fee income from its lending activities, including late payment
charges, application fees and fees for other miscellaneous services. Loan
origination fees and other fees are a volatile source of income, varying with
the volume of lending, loan repayments and


                                       5
<PAGE>

general economic conditions. All nonrefundable loan origination fees and certain
direct loan origination costs are deferred and recognized as an adjustment to
yield over the life of the related loan.

      Delinquent Loans, Nonperforming Assets and Classified Assets. First
Federal endeavors to maintain a high level of asset quality through sound
underwriting and efficient collection practices. To discourage late payments,
First Federal charges a late fee of 5% of the payment amount after 15 days for
fixed-rate loans and 30 days for ARMs. When a loan is 30 days or more
delinquent, the borrower is sent a delinquency notice. When a loan is 60 days
delinquent, First Federal may contact the borrower by telephone. When a loan
becomes 90 days delinquent, it is generally referred to an attorney for
foreclosure or collection, unless the Board of Directors authorizes appropriate
alternative payment arrangements to eliminate the arrearage. First Federal bases
a decision as to whether and when to initiate foreclosure or collection
proceedings on such factors as the amount of the outstanding loan in relation to
the original indebtedness, the extent of the delinquency and the borrower's
ability and willingness to cooperate in curing the delinquency.

      If a foreclosure or repossession occurs, the real estate or other
collateral is sold at public sale and may be purchased by First Federal. Real
estate acquired by First Federal as a result of foreclosure proceedings is
classified as real estate owned ("REO") until it is sold. When First Federal
acquires a property, or any other collateral, it initially records the property
or collateral at the lower of cost or fair value, less estimated selling costs.
First Federal records a loss provision if the collateral's fair value
substantially declines below the value determined at the recording date. In
determining the lower of cost or fair value at acquisition, costs relating to
development and improvement are capitalized. Costs relating to holding real
estate acquired through foreclosure, net of rental income, are charged against
earnings as incurred. First Federal had no REO at June 30, 2005.

      The following table reflects the amount of delinquent loans as of the
dates indicated:

<TABLE>
<CAPTION>
                                 June 30, 2005                     June 30, 2004                     June 30, 2003
                         ------------------------------    ------------------------------    ------------------------------
                                               Percent                           Percent                           Percent
                                               of total                          of total                          of total
                          Number     Amount     loans       Number     Amount     loans       Number     Amount     loans
                         --------   --------   --------    --------   --------   --------    --------   --------   --------
                                                                (Dollars in thousands)
<S>                            <C>  <C>            <C>            <C> <C>            <C>           <C>  <C>            <C>
Loans delinquent for:
   30 - 59 days                13   $    210       0.16%          6   $    157       0.13%         11   $    636       0.54%
   60 - 89 days                15        484       0.36%         11        474       0.41%          7        313       0.26%
   90 days and over            16        685       0.51%         14        741       0.64%         12        808       0.69%
                         --------   --------   --------    --------   --------   --------    --------   --------   --------
Total delinquent loans         44   $  1,379       1.03%         31   $  1,372       1.18%         30   $  1,757       1.49%
                         ========   ========   ========    ========   ========   ========    ========   ========   ========
</TABLE>

      Nonperforming assets include nonaccruing loans, real estate acquired by
foreclosure or by deed-in-lieu of foreclosure, and repossessed assets. First
Federal ceases to accrue interest on real estate loans that are delinquent 90
days or more. The accrual of interest may stop before a loan is 90 days
delinquent if, in the opinion of management, the collateral value is not
adequate to cover the outstanding principal and interest. First Federal places a
loan on nonaccrual status when, in the judgment of management, the collection of
interest contractually past due is unlikely.


                                       6
<PAGE>

      The following table sets forth information with respect to First Federal's
nonaccruing, impaired and nonperforming loans and nonperforming assets at the
dates indicated.

                                                      At June 30,
                                              --------------------------
                                               2005      2004      2003
                                              ------    ------    ------
                                                (Dollars in thousands)

Impaired and nonperforming loans              $  440    $  370    $  692
Impaired and performing loans                    533       404     1,552
                                              ------    ------    ------

   Total impaired loans                          973       774     2,244

Other nonperforming loans                        243       370       116
                                              ------    ------    ------

   Total nonperforming and impaired loans      1,216     1,144     2,360

Real estate acquired through foreclosure          --        --       161
                                              ------    ------    ------

   Total nonperforming and impaired assets    $1,216    $1,144    $2,521
                                              ======    ======    ======

Total nonperforming and impaired loans as a
   percent of total loans                       0.90%     0.98%     2.00%

Allowance for loan losses as a percent of
   nonperforming and impaired loans            62.99%    68.09%    34.66%

Total nonperforming and impaired assets to
   total assets                                 0.82%     0.84%     1.85%

      For the year ended June 30, 2005, interest income of $37,000 would have
been recorded on nonaccruing loans had such loans been accruing pursuant to
contractual terms. No interest income was recorded on such loans during the
year.

      OTS regulations require that each thrift institution classify its own
assets on a regular basis. Problem assets are classified as "substandard,"
"doubtful" or "loss." "Substandard" assets have one or more defined weaknesses
and are characterized by the distinct possibility that the insured institution
will sustain some loss if the deficiencies are not corrected. "Doubtful" assets
have the same weaknesses as "substandard" assets, with the additional
characteristics that (i) the weaknesses make collection or liquidation in full
on the basis of currently existing facts, conditions and values questionable and
(ii) there is a high possibility of loss. An asset classified as "loss" is
considered uncollectible and of such little value that its continuance as an
asset of the institution is not warranted. If an asset, or portion thereof, is
classified as loss, the association must either establish a specific allowance
for losses in the amount of 100% of the portion of the asset classified as loss
or charge-off such amount. OTS regulations also contain a "special mention"
category, consisting of assets which do not currently expose an institution to a
sufficient degree of risk to warrant classification but which possess credit
deficiencies or potential weaknesses deserving management's close attention. At
June 30, 2005, First Federal had $2.5 million in special mention assets.

      The aggregate amounts of First Federal's classified assets at the dates
indicated were as follows:

                                             At June 30,
                                      ------------------------
                                       2005     2004     2003
                                      ------   ------   ------
                                           (In thousands)
                 Classified assets:
                   Substandard        $1,041   $  415   $  431
                   Doubtful              108      534      552
                                      ------   ------   ------
                   Total              $1,149   $  949   $  983
                                      ======   ======   ======


                                       7
<PAGE>

      Federal examiners are authorized to classify an association's assets. If
the association does not agree with an examiner's classification of an asset, it
may appeal the determination to the Regional Director of the OTS. First Federal
had no disagreements with the examiners regarding the classification of assets
at the time of its last examination.

      Allowance for Loan Losses. First Federal maintains an allowance for loan
losses based upon a number of relevant factors, including, but not limited to,
growth and changes in the composition of the loan portfolio, trends in the level
of delinquent and problem loans, loan charge-offs, current and anticipated
economic conditions in First Federal's primary lending area, past loss
experience and possible losses arising from specific problem assets.

      The single largest component of First Federal's loan portfolio consists of
one- to four-family residential real estate loans. Substantially all of these
loans are secured by property in First Federal's primary lending area of
Tuscarawas County, Ohio which has a fairly stable economy. First Federal's
practice of making loans primarily in its local market area has contributed to a
historically low charge-off rate. Substantially all of First Federal's other
real estate loans are also secured by properties in First Federal's primary
lending area. First Federal has not experienced any significant charge-offs from
these other real estate loan categories in recent years.

      Nonresidential real estate loans and commercial loans are generally deemed
to entail significantly greater risk than residential real estate loans. The
repayment of such loans is typically dependent on the income stream and
successful operation of the business, which can be affected by economic
conditions.

      A small portion of First Federal's total loans consists of consumer loans.
Some of these loans are unsecured and others are secured by collateral that
declines in value, which entails a higher degree of risk than real estate loans.

      Large loans are reviewed periodically to identify potential problems at an
early date. While the Board of Directors believes that it uses the best
information available to determine the allowance for loan losses, unforeseen
market conditions could result in material adjustments, and net earnings could
be significantly adversely affected, if circumstances differ substantially from
the assumptions used in making the final determination.

      The following table sets forth an analysis of First Federal's allowance
for loan losses for the periods indicated:

                                                    Year ended June 30,
                                                ----------------------------
                                                 2005       2004       2003
                                                ------     ------     ------
                                                    (Dollars in thousands)

  Balance at beginning of period                $  779     $  818     $  713
  Charge-offs - net                                (24)       (64)       (26)
  Provision for losses on loans                     11         25        131
                                                ------     ------     ------
  Balance at end of period                      $  766     $  779     $  818
                                                ======     ======     ======

  Ratio of net charge-offs to average loans
     outstanding during the period                0.02%      0.06%      0.02%

  Ratio of allowance for loan losses to total
     loans                                        0.57%      0.67%      0.69%


                                       8
<PAGE>

      The following table sets forth the allocation of First Federal's allowance
for loan losses by type of loan at the dates indicated:

<TABLE>
<CAPTION>
                                                           At June 30,
                         --------------------------------------------------------------------------------
                                  2005                         2004                         2003
                         ------------------------    ------------------------    ------------------------
                                     Percent of                  Percent of                  Percent of
                                    loans in each               loans in each               loans in each
                                     category to                 category to                 category to
                          Amount     total loans      Amount     total loans      Amount     total loans
                         --------   -------------    --------   -------------    --------   -------------
                                                      (Dollars in thousands)
<S>                      <C>                <C>      <C>                <C>      <C>                <C>
Balance at year end
 applicable to:
   Real estate loans     $    205            84.0%   $    124            84.4%   $    489            81.5%
   Commercial loans           557            12.4         648            13.2         300            16.5
   Consumer loans               4             3.6           7             2.4          29             2.0
   Unallocated                 --              --          --              --          --              --
                         --------   -------------    --------   -------------    --------   -------------
     Total               $    766           100.0%   $    779           100.0%   $    818           100.0%
                         ========   =============    ========   =============    ========   =============
</TABLE>

      Because the loan loss allowance is based on estimates, it is monitored
quarterly and adjusted as necessary to provide an adequate allowance.

Investment Activities

      First Federal is permitted to make investments in certain commercial
paper, corporate debt securities rated in one of the four highest rating
categories by one or more nationally recognized statistical rating
organizations, and other investments permitted by federal regulations.

      First Federal maintains a significant portfolio of mortgage-backed
securities in the form of Freddie Mac, Government National Mortgage Association
("Ginnie Mae") and Federal National Mortgage Association ("Fannie Mae")
participation certificates. Mortgage-backed securities generally entitle First
Federal to receive a portion of the cash flows from an identified pool of
mortgages. Freddie Mac, Ginnie Mae and Fannie Mae securities are guaranteed by
the issuing agency as to principal and interest. Although mortgage-backed
securities generally yield less than individual loans originated by First
Federal, management believes they are a prudent investment alternative.


                                       9
<PAGE>

      The following table sets forth information regarding First Federal's
investment securities and mortgage-backed securities at the dates indicated:

<TABLE>
<CAPTION>
                                                                 At June 30,
                               --------------------------------------------------------------------------------
                                                2005                                      2004
                               --------------------------------------    --------------------------------------
                               Amortized   % of      Market     % of     Amortized   % of      Market     % of
                                 cost      total      Value     total      cost      total      value     total
                               ---------   -----    ---------   -----    ---------   -----    ---------   -----
<S>                            <C>         <C>      <C>         <C>      <C>         <C>      <C>         <C>
                                                             (Dollars in thousands)
 Investment securities
 designated as available for
 sale:
   U.S. Government and
      agency obligations       $   3,500    82.9%   $   3,485    82.8%   $   4,499    81.4%   $   4,402    80.9%
                               ---------   -----    ---------   -----    ---------   -----    ---------   -----

 Mortgage-backed securities
    designated as held to            220     5.2          225     5.3          395     7.2          411     7.5
    maturity
 Mortgage-backed securities
    designated as available
    for sale                         500    11.9          500    11.9          632    11.4          630    11.6
                               ---------   -----    ---------   -----    ---------   -----    ---------   -----

 Total mortgage-backed
    securities                       720    17.1          725    17.2        1,027    18.6        1,041    19.1
                               ---------   -----    ---------   -----    ---------   -----    ---------   -----
 Total investment securities
    and mortgage-backed
    securities                 $   4,220   100.0%   $   4,210   100.0%   $   5,526   100.0%   $   5,443   100.0%
                               =========   =====    =========   =====    =========   =====    =========   =====

<CAPTION>

                                                2003
                               --------------------------------------
                               Amortized   % of      Market     % of
                                 cost      total      value     total
                               ---------   -----    ---------   -----
                                       (Dollars in thousands)
<S>                            <C>          <C>     <C>          <C>
 Investment securities
 designated as available for
 sale:
   U.S. Government and
      agency obligations       $   1,501    50.5%   $   1,502    49.7%
                               ---------   -----    ---------   -----

 Mortgage-backed securities
    designated as held to            651    21.9          687    22.8
    maturity
 Mortgage-backed securities
    designated as available
    for sale                         820    27.6          832    27.5
                               ---------   -----    ---------   -----

 Total mortgage-backed
    securities                     1,471    49.5        1,519    50.3
                               ---------   -----    ---------   -----
 Total investment securities
    and mortgage-backed
    securities                 $   2,972   100.0%   $   3,021   100.0%
                               =========   =====    =========   =====
</TABLE>

      The maturities of First Federal's U. S. Government and agency obligations
and mortgage-backed securities at June 30, 2005, are indicated in the following
table:

<TABLE>
<CAPTION>
                                               After one year through       After five               After ten
                          Less than one year         five years          through ten years              years
                         --------------------  ----------------------   --------------------    --------------------
                         Amortized   Average    Amortized   Average     Amortized   Average     Amortized   Average
                           Cost       yield       cost       yield        cost       yield        cost       yield
                         ---------   --------   ---------   --------    ---------   --------    ---------   --------
                                                           (Dollars in thousands)
<S>                      <C>               <C>  <C>             <C>     <C>             <C>     <C>             <C>
U.S. Government and
  agency obligations     $      --         --%  $      --         --%   $   2,500       3.55%   $   1,000       5.00%
Mortgage-backed
  securities             $      --         --%  $      60       7.58%   $      18      13.10%   $     642       4.16%
                         ---------   --------   ---------   --------    ---------   --------    ---------   --------

                         $      --         --%  $      60       7.58%   $   2,518       3.62%   $   1,642       4.67%
                         =========   ========   =========   ========    =========   ========    =========   ========

<CAPTION>

                                       Total
                         ------------------------------------
                         Amortized    Market      Weighted-
                           cost       value     average yield
                         ---------   --------   -------------
                                (Dollars in thousands)
<S>                      <C>         <C>              <C>
U.S. Government and
  agency obligations     $   3,500   $  3,485         3.96%
Mortgage-backed
  securities             $     720   $    725         4.67%
                         ---------   --------        -----

                         $   4,220   $  4,210         4.08%
                         =========   ========        =====
</TABLE>


                                       10
<PAGE>

Deposits and Borrowings

      Deposits. Deposits have traditionally been the primary source of First
Federal's funds for use in lending and other investment activities. Deposits are
attracted principally from within First Federal's primary market area through
the offering of a broad selection of deposit instruments, including negotiable
order of withdrawal ("NOW") accounts, passbook savings accounts, individual
retirement accounts ("IRAs") and term certificate accounts. Interest rates paid,
maturity terms, service fees and withdrawal penalties for the various types of
accounts are established periodically by the management of First Federal based
on First Federal's liquidity requirements, growth goals and interest rates paid
by competitors. First Federal does not use brokers to attract deposits.

      At June 30, 2005, First Federal's certificates of deposit totaled $55.9
million, or 50.1% of total deposits. Of such amount, approximately $27.9 million
mature within one year. Based on past experience and First Federal's prevailing
pricing strategies, management believes that a substantial percentage of these
certificates will renew with First Federal at maturity. If there is a
significant deviation from historical experience, First Federal can utilize
borrowings from the FHLB as an alternative to this source of funds.

      The following table sets forth the dollar amount of deposits in the
various types of accounts offered by First Federal at the dates indicated:

<TABLE>
<CAPTION>
                                                                    At June 30,
                                          ----------------------------------------------------------------
                                                 2005                  2004                    2003
                                          ------------------     ------------------     ------------------
                                                    Percent                Percent                Percent
                                                    of total               of total               of total
                                          Amount    deposits     Amount    deposits     Amount    deposits
                                          ------    --------     ------    --------     ------    --------
                                                               (Dollars in thousands)
<S>                                      <C>           <C>      <C>           <C>      <C>           <C>
Transaction accounts:
  Demand deposit accounts                $  9,386        8.4%   $ 10,805       10.3%   $  7,867        7.5%
  NOW and money market accounts (1)        13,998       12.6%     12,888       12.2      12,981       12.5
  Passbook savings accounts (2)            32,253       28.9%     33,526       31.8      32,229       30.9
                                         --------   --------    --------   --------    --------   --------

  Total transaction accounts               55,637       49.9%     57,219       54.3      53,077       50.9

Certificates of deposit:
    .50 - 1.00%                               493        0.4%      1,807        1.7         429        0.4
   1.01 - 2.00%                             5,762        5.2%     14,691       13.9      11,571       11.1
   2.01 - 4.00%                            35,409       31.8%     18,014       17.1      18,895       18.1
   4.01 - 6.00%                            14,194       12.7%     13,715       13.0      18,726       17.9
   6.01 - 8.00%                                --         --          --         --       1,653        1.6
                                         --------   --------    --------   --------    --------   --------
     Total certificates of deposit (3)     55,858       50.1%     48,227       45.7      51,274       49.1
                                         --------   --------    --------   --------    --------   --------

     Total deposits                      $111,495      100.0%   $105,446      100.0%   $104,351      100.0%
                                         ========   ========    ========   ========    ========   ========
</TABLE>

-----------------------------

(1)   The weighted-average interest rates on NOW and money market accounts were
      .38% at June 30, 2005, 0.17% at June 30, 2004, and 0.20% at June 30, 2003.

(2)   The weighted-average interest rates on passbook accounts were 1.14% at
      June 30, 2005, 0.84% at June 30, 2004, and 0.83% at June 30, 2003.

(3)   The weighted-average rates on all certificates of deposit were 3.30% at
      June 30, 2005, 2.98% at June 30, 2004, and 3.43% at June 30, 2003.


                                       11
<PAGE>

      The following table shows rate and maturity information for First
Federal's certificates of deposit at June 30, 2005:

                                       Amount Due
                                       ----------

                              Over        Over
                  Up to    1 year to   3 years to      Over
Rate              1 year    3 years      5 years     5 years     Total
----              ------    -------      -------     -------     -----
                                     (In thousands)
0.50 - 1.00%     $    493   $     --   $      --   $     --   $    493
1.01 - 2.00%        4,788        974          --         --      5,762
2.01 - 4.00%       14,942     18,314       2,153         --     35,409
4.01 - 6.00%        7,608      5,312       1,274         --     14,194
                 --------   --------   ---------   --------   --------

  Total          $ 27,831   $ 24,600   $   3,427   $     --   $ 55,858
                 ========   ========   =========   ========   ========

      The following table presents the amount of First Federal's certificates of
deposit of $100,000 or more by the time remaining until maturity at June 30,
2005:

         Maturity                               Amount
         --------                               ------
                                            (In thousands)

         Three months or less                   $ 4,529
         Over 3 months to 6 months                2,533
         Over 6 months to 12 months               3,656
         Over 12 months                           3,008
                                                -------

            Total                               $13,726
                                                =======

      The following table sets forth First Federal's deposit account balance
activity for the periods indicated:

                                               Year ended June 30,
                                      -------------------------------------
                                        2005          2004          2003
                                      ---------     ---------     ---------
                                               (Dollars in thousands)

Beginning balance                     $ 105,446     $ 104,351     $  95,542

Deposits                                754,921       972,191       701,797
Withdrawals                            (750,420)     (972,653)     (694,954)
                                      ---------     ---------     ---------
Net increase (decrease) in deposits
   before interest credited               4,501          (462)        6,843
Interest credited                         1,548         1,557         1,966
                                      ---------     ---------     ---------
Ending balance                        $ 111,495     $ 105,446     $ 104,351
                                      =========     =========     =========

Net increase                          $   6,049     $   1,095     $   8,809
                                      =========     =========     =========

Percent increase                            5.7%          1.1%          9.2%
                                            ===           ===           ===

      Borrowings. First Federal's other sources of funds include advances from
the FHLB. First Federal is a member of the FHLB of Cincinnati and must maintain
an investment in the capital stock of that FHLB in an amount equal to the
greater of 1% of the aggregate outstanding principal amount of First Federal's
residential mortgage loans, home purchase contracts and similar obligations at
the beginning of each year, and 5% of its advances from the FHLB. First Federal
complied with this requirement at June 30, 2005, with an investment in stock of
the FHLB of Cincinnati of $2.1 million.

      FHLB advances are secured by collateral in one or more of the following
categories: fully-disbursed, whole first mortgage loans on improved residential
property or securities representing a whole interest in such loans; securities
issued,


                                       12
<PAGE>

insured, or guaranteed by the U.S. Government or an agency thereof; deposits in
any FHLB; or other real estate related collateral acceptable to the FHLB, if
such collateral has a readily ascertainable value and the FHLB can perfect its
security interest in the collateral. At June 30, 2005, First Federal had $17.9
million outstanding in advances from the FHLB. First Federal had no other
borrowings during the last three fiscal years.

      The following table sets forth certain information as to First Federal's
FHLB advances at the dates indicated:

                                                            At June 30,
                                                  -----------------------------
                                                    2005       2004       2003
                                                  -------    -------    -------
                                                       (Dollars in thousands)

FHLB advances                                     $17,880    $12,669    $13,891
Weighted-average interest rate of
   FHLB advances                                     4.32%      4.50%      3.95%

      The following table sets forth the maximum balance, the average balance
and the weighted-average interest rate of First Federal's FHLB advances during
the periods indicated:

                                                       Year ended June 30,
                                                  -----------------------------
                                                    2005       2004       2003
                                                  -------    -------    -------
                                                      (Dollars in thousands)

Maximum balance                                   $17,938    $15,387    $17,553
Average balance                                   $13,882    $14,588    $15,066
Weighted-average interest rate                       4.35%      4.03%      3.87%

Competition

      First Federal competes for deposits with other savings associations,
commercial banks and credit unions and with the issuers of commercial paper and
other securities, such as shares in money market mutual funds. The primary
factors in competing for deposits are interest rates and convenience of office
location. In making loans, First Federal competes with other savings
associations, commercial banks, consumer finance companies, credit unions,
leasing companies, mortgage companies and other lenders. First Federal competes
for loan originations primarily through the interest rates and loan fees offered
and through the efficiency and quality of services provided. Competition is
affected by, among other things, the general availability of lendable funds,
general and local economic conditions, current interest rate levels and other
factors which are not readily predictable.

Subsidiaries

      First Federal owns all of the outstanding shares of Dover Service
Corporation ("DSC"). DSC was originally incorporated for the primary purpose of
holding shares in First Federal's data processing provider, Intrieve,
Incorporated ("Intrieve"). In April 2005, Intrieve was acquired by Harland
Financial Solutions, Inc. As a result, DSC received cash consideration of
approximately $344,000 for its Intrieve shares. The proceeds from the sale of
Intrieve shares are held by DSC in a savings account in First Federal, which is
DSC's only asset. The net book value of First Federal's investment in DSC at
June 30, 2005, was approximately $232,000.

Personnel

      At June 30, 2005, First Federal had 43 full-time equivalent employees.
First Federal believes that relations with its employees are good. First Federal
offers health, disability and life insurance benefits. None of the employees of
First Federal is represented by a collective bargaining unit.


                                       13
<PAGE>

                                   REGULATION

General

      As a savings and loan holding company, FFD is subject to regulation,
examination and oversight by the OTS and is required to submit periodic reports
to the OTS concerning its activities and financial condition. In addition, as an
Ohio corporation, FFD is subject to provisions of the Ohio Revised Code
applicable to corporations generally.

      As a federal savings association, First Federal is subject to regulatory
oversight by the OTS and, because its deposits are FDIC insured, First Federal
is subject to examination and regulation by the FDIC. First Federal must file
periodic reports with the OTS concerning its activities and financial condition.
Examinations are conducted periodically by the OTS and the FDIC to determine
whether First Federal is in compliance with various regulatory requirements and
is operating in a safe and sound manner.

Office of Thrift Supervision Regulations

      General. The OTS is responsible for the regulation and supervision of all
federally-chartered savings associations and all other savings associations that
have deposits insured by the FDIC in the SAIF. The OTS issues regulations
governing the operation of savings associations, regularly examines such
associations and imposes assessments on savings associations based on their
asset size to cover the costs of general supervision and examination. The OTS
also may initiate enforcement actions against savings associations and certain
persons affiliated with them for violations of laws or regulations or for
engaging in unsafe or unsound practices. Under certain circumstances, the OTS
may appoint a conservator or receiver for a savings association.

      Savings associations are subject to regulatory oversight under various
consumer protection and fair lending laws. These laws govern, among other
things, truth-in-lending and truth-in-savings disclosures, equal credit
opportunity, fair credit reporting and community reinvestment. Community
reinvestment regulations evaluate how well and to what extent an association
lends and invests in its designated service area, with particular emphasis on
low- to moderate-income communities and borrowers in those areas. Failure to
abide by federal laws and regulations governing community reinvestment could
limit the ability of an association to open a new branch or engage in a merger.

      Regulatory Capital Requirements. OTS regulations require First Federal to
meet certain minimum capital requirements. All savings associations must have
tangible capital of 1.5% of adjusted total assets, core capital of 4% of
adjusted total assets, except for associations with the highest examination
rating and acceptable levels of risk, and risk-based capital equal to 8% of
risk-weighted assets. Assets and certain off-balance sheet items are weighted at
percentage levels ranging from 0% to 100% depending on their relative risk.
First Federal exceeded these requirements with tangible capital of 11.1%, core
capital of 11.1% and risk-based capital of 14.8% at June 30, 2005.

      The OTS has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings
associations. At each successively lower defined capital category, an
association is subject to more restrictive and more numerous mandatory and
discretionary regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the OTS
generally can downgrade an association's capital category, notwithstanding its
capital level, if, after notice and opportunity for hearing, the association is
deemed to be engaging in an unsafe or unsound practice because it has not
corrected deficiencies that resulted in it receiving a less than satisfactory
examination rating on matters other than capital or it is deemed to be in an
unsafe or unsound condition. An undercapitalized association will be subject to
increased monitoring and asset growth restrictions and will be required to
obtain prior approval for acquisitions, branching and engaging in new lines of
business. Except under limited circumstances, critically undercapitalized
institutions must be placed in conservatorship or receivership within 90 days of
reaching that capitalization level. First Federal's capital at June 30, 2005,
met the standards for the highest category, a "well-capitalized" institution.

      Limitations on Capital Distributions. The OTS imposes various restrictions
or requirements on the ability of savings associations to make capital
distributions. Capital distributions include payments of cash dividends,
repurchases and certain other acquisitions by an association of its shares and
payments to stockholders of another association in an acquisition of such other
association.

      Federal law prohibits a savings association from making a capital
distribution to anyone or paying management fees to any person having control of
the association if, after such distribution or payment, the association would be
undercapitalized. In addition, each company controlling an undercapitalized
association must guarantee that the association


                                       14
<PAGE>

will comply with its capital plan until the association has been adequately
capitalized on average during each of four preceding calendar quarters and must
provide adequate assurances of performance.

      A subsidiary of a savings and loan holding company must file a notice or
an application with the OTS before it can pay a dividend. An application must be
submitted to and approved by the OTS (i) if the proposed distribution would
cause the savings association's total distributions for the calendar year to
exceed its net income for that year to date plus its retained net income for the
preceding two years; (ii) if the savings association will not be at least
adequately capitalized following the capital distribution; or (iii) if the
proposed distribution would violate a prohibition contained in any applicable
statute, regulation or agreement between the savings association and the OTS or
the FDIC, or violate a condition imposed on the savings association in an
OTS-approved application or notice. If a savings association subsidiary of a
holding company is not required to file an application, it must file a notice
with the OTS.

      Qualified Thrift Lender Test. If a savings association fails to meet one
of the two tests in order to be a qualified thrift lender ("QTL"), the
association and its holding company become subject to certain operating and
regulatory restrictions. The first test requires a savings association to
maintain a specified level of investments in assets that are designated as
qualifying thrift investments ("QTIs"). Generally, QTIs are assets related to
domestic residential real estate and manufactured housing and include credit
card, student and small business loans and stock issued by any FHLB, Freddie Mac
or Fannie Mae. Under the first test, at least 65% of an institution's "portfolio
assets" (total assets less goodwill and other intangibles, property used to
conduct business and 20% of liquid assets) must consist of QTI on a monthly
average basis in nine out of every 12 months. The second test permits a savings
association to qualify as a QTL if at least 60% of such institution's assets
consist of specified types of property, including cash, loans secured by
residential real estate or deposits, educational loans and certain governmental
obligations. The OTS may grant exceptions to the QTL tests under certain
circumstances. At June 30, 2005, First Federal was a QTL.

      Transactions with Insiders and Affiliates. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the lending limit, and the total of such loans cannot exceed the association's
Lending Limit Capital. Most loans to directors, executive officers and principal
shareholders must be approved in advance by a majority of the "disinterested"
directors of the association, with any "interested" director not participating.
All loans to directors, executive officers and principal shareholders must be
made on terms substantially the same as offered in comparable transactions with
the general public or as offered to all employees in a company-wide benefit
program. Loans to executive officers are subject to additional restrictions.
First Federal was in compliance with such restrictions at June 30, 2005.

      All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act and the Federal
Reserve Board's Regulation W. An affiliate of a savings association is any
company or entity that controls, is controlled by, or is under common control
with, the savings association. FFD is an affiliate of First Federal. Generally,
Sections 23A and 23B and Regulation W (i) limit the extent to which a savings
association or its subsidiaries may engage in "covered transactions" with any
one affiliate up to an amount equal to 10% of such institution's capital stock
and surplus, (ii) limit the aggregate of all such transactions with all
affiliates up to an amount equal to 20% of such capital stock and surplus, and
(iii) require that all such transactions be on terms substantially the same, or
at least as favorable to the association, as those provided in transactions with
a non-affiliate. The term "covered transaction" includes making loans,
purchasing of assets, accepting securities issued by an affiliate as collateral
for an extension of credit to any person, issuing a guarantee and other similar
types of transactions. In addition to the limits in Sections 23A and 23B and
Regulation W, a savings association may not make any loan or other extension of
credit to an affiliate unless the affiliate is engaged only in activities
permissible for a bank holding company and may not purchase or invest in
securities of any affiliate except shares of a subsidiary. First Federal was in
compliance with these requirements and restrictions at June 30, 2005.

Federal Deposit Insurance Corporation

      The FDIC is an independent federal agency that insures the deposits of
federally insured banks and thrifts, up to prescribed statutory limits, and
safeguards the safety and soundness of the banking and thrift industries. The
FDIC administers two separate insurance funds, the Bank Insurance Fund ("BIF")
for commercial banks and state savings banks and the SAIF for savings
associations. First Federal is a member of the SAIF and its deposit accounts are
insured by the FDIC up to the prescribed limits. The FDIC has examination
authority over all insured depository institutions, including First Federal, and
has authority to initiate enforcement actions against insured savings
associations if the FDIC does not believe the OTS has taken appropriate action
to safeguard safety and soundness and the deposit insurance fund.


                                       15
<PAGE>

      The FDIC is required to maintain designated levels of reserves in each
fund. The FDIC may increase assessment rates for either fund if necessary to
restore the fund's ratio of reserves to insured deposits to its target level
within a reasonable time and may decrease such rates if such target level has
been met. The FDIC has established a risk-based assessment system for both SAIF
and BIF members. Under this system, assessments vary based on the risk the
institution poses to its deposit insurance fund. The risk level is determined
based on the institution's capital level and the FDIC's level of supervisory
concern about the institution.

FRB Reserve Requirements

      FRB regulations currently require that savings associations maintain
reserves of 3% of net transaction accounts (primarily NOW accounts) up to $47.6
million (subject to an exemption of up to $7.0 million), and of 10% of net
transaction accounts in excess of $47.6 million. At June 30, 2005, First Federal
was in compliance with its reserve requirements.

Holding Company Regulation

      As a unitary savings and loan holding company, FFD generally has no
restrictions on its activities. If, however, the OTS determines that there is
reasonable cause to believe that the continuation of an activity by a holding
company constitutes a serious risk to the financial safety, soundness or
stability of its subsidiary savings association, the OTS may impose restrictions
it deems necessary to address such risk, including limiting (i) payment of
dividends by the savings association, (ii) transactions between the savings
association and its affiliates, and (iii) any activities of the savings
association that might create a serious risk that the liabilities of holding
company and its affiliates may be imposed on the savings association. If the
savings association subsidiary of a holding company fails to meet the QTL test,
then the holding company would become subject to the activities restrictions
applicable to multiple holding companies. At June 30, 2005, First Federal
qualified as a QTL.

      Federal law generally prohibits a savings and loan holding company from
controlling any other savings association or savings and loan holding company,
or from acquiring or retaining more than 5% of the voting shares of a savings
association or holding company which is not a subsidiary, without prior approval
of the OTS. Under certain circumstances, a holding company is permitted to
acquire, with OTS approval, up to 15% of the previously unissued voting shares
of an undercapitalized savings association for cash without such savings
association being deemed to be controlled by the holding company. Except with
prior OTS approval, no director or officer of a savings and loan holding company
or person owning or controlling by proxy or otherwise more than 25% of such
holding company's stock may also acquire control of any savings institution,
other than a subsidiary institution, or any other savings and loan holding
company.

Ohio Corporation Law

      Merger Moratorium Statute. Chapter 1704 of the Ohio Revised Code regulates
certain takeover bids affecting public corporations with significant ties to
Ohio. The statute prohibits, with some exceptions, any merger, combination or
consolidation and any of certain other sales, leases, distributions, dividends,
exchanges, mortgages or transfers between such an Ohio corporation and any
person who has the right to exercise, alone or with others, 10% or more of the
voting power of such corporation (an "Interested Shareholder"), for three years
following the date on which such person first becomes an Interested Shareholder.
Such a business combination is permitted only if, prior to the time such person
first becomes an Interested Shareholder, the Board of Directors of the issuing
corporation has approved the purchase of shares that resulted in such person
first becoming an Interested Shareholder.

      After the initial three-year moratorium, such a business combination may
not occur unless (1) one of the specified exceptions applies (2) the holders of
at least two-thirds of the voting shares, and at least a majority of the voting
shares not beneficially owned by the Interested Shareholders, approve the
business combination at a meeting called for such purpose; or (3) the business
combination meets certain statutory criteria designed to ensure that the issuing
public corporation's remaining shareholders receive fair consideration for their
shares.

      Control Share Acquisition Statute. Section 1701.831 of the Ohio Revised
Code (the "Control Share Acquisition Statute") requires that, with certain
exceptions, acquisitions of voting securities which would result in the
acquiring shareholder owning 20%, 33 1/3%, or 50% of the outstanding voting
securities of an Ohio corporation (a "Control Share Acquisition") must be
approved in advance by (a) the holders of at least a majority of the outstanding
voting shares of such corporation represented at a meeting at which a quorum is
present, and (b) a majority of the portion of the outstanding voting shares
represented at such a meeting excluding the voting shares owned by the acquiring
shareholder, by certain other persons who acquire or transfer voting shares
after public announcement of the acquisition or by certain officers of the
corporation or directors of the corporation who are employees of the
corporation.


                                       16
<PAGE>

Regulation of Acquisitions of Control of FFD and First Federal

      In addition to the Ohio law limitations on the merger and acquisition of
FFD, federal limitations generally require regulatory approval of acquisitions
at specified levels. Under pertinent federal law and regulations, no person,
directly or indirectly, or acting in concert with others, may acquire control of
First Federal or FFD without 60 days' prior notice to the OTS. "Control" is
generally defined as having more than 25% ownership or voting power; however,
ownership or voting power of more than 10% may be deemed "control" if certain
factors are in place. If the acquisition of control is by a company, the
acquiror must obtain approval, rather than give notice, of the acquisition. In
addition, OTS approval must be obtained for any merger involving either FFD or
First Federal.

Sarbanes-Oxley Act of 2002

      The Sarbanes-Oxley Act is applicable to all companies with equity
securities required to file reports under the Securities Exchange Act of 1934.
The Sarbanes-Oxley Act established, among other things: (i) new requirements for
audit committees, including independence, expertise, and responsibilities; (ii)
additional responsibilities regarding financial statements for the Chief
Executive Officer and Chief Financial Officer of the reporting company; (iii)
new standards for auditors and regulation of audits; (iv) increased disclosure
and reporting obligations for the reporting company and its directors and
executive officers; and (v) new and increased civil and criminal penalties for
violations of the securities laws. Many of the provisions were effective
immediately while other provisions become effective over a period of time and
are subject to rulemaking by the SEC. Because FFD's common stock is registered
with the SEC, it is subject to the Sarbanes-Oxley Act, and any future rules or
regulations promulgated under such act.

Federal Taxation

      FFD and First Federal are each subject to the federal tax laws and
regulations which apply to corporations generally. In addition to the regular
income tax, FFD and First Federal may be subject to the alternative minimum tax
which is imposed at a minimum tax rate of 20% on "alternative minimum taxable
income" (which is the sum of a corporation's regular taxable income, with
certain adjustments, and tax preference items), less any available exemption. In
addition, 75% of the amount by which a corporation's "adjusted current earnings"
exceeds its alternative minimum taxable income computed without regard to
preference items and prior to reduction by net operating losses, is included in
alternative minimum taxable income. Net operating losses can offset no more than
90% of alternative minimum taxable income. The alternative minimum tax is
imposed to the extent it exceeds the corporation's regular income tax. Payments
of alternative minimum tax may be used as credits against regular tax
liabilities in future years. The Taxpayer Relief Act of 1997 repealed the
alternative maximum tax for certain "small corporations" for tax years beginning
after December 31, 1997. Based on First Federal's average gross receipts for the
three tax years ending on June 30, 2005, FFD would not qualify as a "small
corporation" exempt from the alternative minimum tax.

      Certain thrift institutions, such as First Federal, are allowed deductions
for bad debts under methods more favorable than those granted to other
taxpayers. Qualified thrift institutions may compute deductions for bad debts
using either the specific charge-off method of Section 166 of the Code or the
experience method of Section 593 of the Code. The "experience" method is also
available to small banks. Under the experience method, a thrift institution is
generally allowed a deduction for an addition to its bad debt reserve equal to
the greater of (i) an amount based on its actual average experience for losses
in the current and five preceding taxable years, or (ii) an amount necessary to
restore the reserve to its balance as of the close of the base year. Thrift
institutions that are treated as small banks are allowed to utilize the
experience method applicable to such institutions, while thrift institutions
that are treated as large banks are required to use only the specific charge off
method.

      A thrift institution required to change its method of computing reserves
for bad debt will treat such change as a change in the method of accounting,
initiated by the taxpayer and having been made with the consent of the Secretary
of the Treasury. Section 481(a) of the Code requires certain amounts to be
recaptured with respect to such change. Generally, the amounts to be recaptured
will be determined solely with respect to the "applicable excess reserves" of
the taxpayer. The amount of the applicable excess reserves will be taken into
account ratably over a six-taxable year period, commencing with the first
taxable year beginning after 1995, subject to the residential loan requirement
described below. In the case of a thrift institution that is treated as a large
bank, the amount of the institution's applicable excess reserves generally is
the excess of (i) the balances of its reserve for losses on qualifying real
property loans (generally loans secured by improved real estate) and its reserve
for losses on nonqualifying loans (all other types of loans) as of the close of
its last taxable year beginning before January 1, 1996, over (ii) the balances
of such reserves as of the close of its last taxable year beginning before


                                       17
<PAGE>

January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of a thrift
institution that is treated as a small bank, like First Federal, the amount of
the institution's applicable excess reserves generally is the excess of (i) the
balances of its reserve for losses on qualifying real property loans and its
reserve for losses on nonqualifying loans as of the close of its last taxable
year beginning before January 1, 1996, over (ii) the greater of the balance of
(a) its pre-1988 reserves or (b) what the thrift's reserves would have been at
the close of its last year beginning before January 1, 1996, had the thrift
always used the experience method.

      The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e), which require recapture in the case of certain excessive
distributions to shareholders. The pre-1988 reserves may not be utilized for
payment of cash dividends or other distributions to a shareholder (including
distributions in dissolution or liquidation) or for any other purpose (except to
absorb bad debt losses). Distribution of a cash dividend by a thrift institution
to a shareholder is treated as made: first, out of the institution's post-1951
accumulated earnings and profits; second, out of the pre-1988 reserves; and
third, out of such other accounts as may be proper. To the extent a distribution
by First Federal to FFD is deemed paid out of its pre-1988 reserves under these
rules, the pre-1988 reserves would be reduced and the gross income of First
Federal for tax purposes would be increased by the amount which, when reduced by
the income tax, if any, attributable to the inclusion of such amount in its
gross income, equals the amount deemed paid out of the pre-1988 reserves. As of
June 30, 2005, the pre-1988 reserves of First Federal for tax purposes totaled
approximately $1.6 million. First Federal believes it had approximately $8.6
million of accumulated earnings and profits for tax purposes as of June 30, 2005
which would be available for dividend distributions, provided regulatory
restrictions applicable to the payment of dividends are met. See Notes A-8 and H
to the financial statements. No representation can be made as to whether First
Federal will have current or accumulated earnings and profits in subsequent
years.

      The tax returns of First Federal have been audited or closed without audit
through 2000. In the opinion of management, any examination of open returns
would not result in a deficiency which could have a material adverse effect on
the financial condition of First Federal.

Ohio Taxation

      FFD is subject to the Ohio corporation franchise tax, which, as applied to
FFD, is a tax measured by both net earnings and net worth. The rate of tax is
the greater of (i) 5.1% on the first $50,000 of computed Ohio taxable income and
8.5% of computed Ohio taxable income in excess of $50,000 or (ii) 0.4% of
taxable net worth.

      In computing its tax under the net worth method, FFD may exclude 100% of
its investment in the capital stock of First Federal, as reflected on the
balance sheet of FFD in computing its taxable net worth as long as it owns at
least 25% of the issued and outstanding capital stock of First Federal. The
calculation of the exclusion from net worth is based on the ratio of the
excludable investment (net of any appreciation or goodwill included in such
investment) to total assets multiplied by the net value of the stock. As a
holding company, FFD may be entitled to various other deductions in computing
taxable net worth that are not generally available to operating companies.

      FFD may elect to be a "qualifying holding company" and as such be exempt
from the net worth tax. A corporation franchise tax based solely on net earnings
would still apply. To be exempt, FFD must satisfy all of the requirements of the
applicable statute, including making related member adjustments that could
affect the taxable net worth of First Federal. FFD made such an election for
fiscal 2005.

      First Federal is a "financial institution" for State of Ohio tax purposes.
As such, it is subject to the Ohio corporate franchise tax on "financial
institutions," which is imposed at a rate of 1.3% of the taxable book net worth.
As a "financial institution," First Federal is not subject to any tax based upon
net income or net profits imposed by the State of Ohio.


                                       18
<PAGE>

Item 2. Description of Property.

      The following table sets forth certain information at June 30, 2005,
regarding the properties on which First Federal's main office, branch offices
and loan production offices ("LPOs") are located:

<TABLE>
<CAPTION>
                                      Office         Owned         Date           Lease              Net
Location                               type        or leased     acquired    expiration date      book value
--------                               ----        ---------     --------    ---------------      ----------
                                                                                                (In thousands)
<S>                                  <C>             <C>           <C>            <C>                <C>
321 North Wooster Avenue
Dover, Ohio  44622                     Main          Owned         1/96            N/A               $537

224 West High Avenue
New Philadelphia, Ohio 44663          Branch         Owned         11/97           N/A               $303

902 Boulevard
Dover, Ohio  44622                    Branch         Owned         12/01           N/A               $795

406 South 2nd St., Suite 3
Coshocton, Ohio 43812                   LPO          Leased        3/05           3/06               $  6

1047 W. Main St., Suite C
Sugarcreek, Ohio 44681                  LPO          Leased        3/05           4/08               $ 10
</TABLE>

      There are no mortgages or liens on the property owned by First Federal.
FFD believes that all office locations are adequately covered by insurance and
are in good physical condition. At June 30, 2005, First Federal's office
premises and equipment had a total net book value of approximately $2.0 million.
For additional information regarding First Federal's office premises and
equipment, see Notes A-7 and E of Notes to Consolidated Financial Statements
contained in the FFD Financial Corporation Annual Report to Shareholders for the
fiscal year ended June 30, 2005 (the "Annual Report").

Item 3. Legal Proceedings.

      Neither FFD nor First Federal is presently involved in any legal
proceedings of a material nature. From time to time, First Federal is a party to
legal proceedings incidental to its business to enforce its security interest in
collateral pledged to secure loans made by First Federal.

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

      Not applicable.

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

      The information contained in the Annual Report under the caption "Market
Price of FFD's Common Shares and Related Shareholder Matters" is incorporated
herein by reference. At September 20, 2005, FFD had approximately 566
shareholders of record.

      During the quarter ended June 30, 2005, FFD issued a total of 3,690
unregistered shares upon the exercise of employee and director stock options for
an aggregate purchase price of $33,726. The foregoing purchases and sales were
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended.

      FFD's Board of Directors has approved the repurchase of up to an aggregate
of 61,000 of FFD's common shares pursuant to a repurchase program that was
publicly announced on April 15, 2003 (the "Program"). FFD has no other publicly
announced repurchase plans or programs and no plans or programs expired or were
terminated in the quarter ended June 30, 2005. Unless earlier terminated by the
Board of Directors, the Program will expire when FFD has repurchased all shares
authorized for repurchase under the Program. FFD did not repurchase any shares
during the quarter ended June 30, 2005.


                                       19
<PAGE>

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

      The information contained in the Annual Report under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" is incorporated herein by reference.

Item 7. Financial Statements.

      The Consolidated Financial Statements appearing in the Annual Report,
including the report of Grant Thornton LLP dated August 18, 2005, are
incorporated herein by reference.

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

      Not applicable.

Item 8A. Controls and Procedures.

      FFD's Chief Executive Officer and Chief Financial Officer evaluated the
disclosure controls and procedures (as defined under Rule 13a-14(c) and 15d-14
(c) of the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this annual report. Based upon that evaluation and the
corrective actions discussed above, the Chief Executive Officer and Chief
Financial Officer have concluded that FFD's disclosure controls and procedures
are effective. There were no changes in FFD's internal controls which materially
affected, or are reasonably likely to materially affect, FFD's internal controls
over financial reporting.

Item 8B. Other Information.

      Not applicable.

                                    PART III

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

      The information contained in the definitive Proxy Statement for the 2005
Annual Meeting of Shareholders of FFD (the "Proxy Statement") under the captions
"Election of Directors and Board Information," "Executive Officers," and
"Section 16(a) Beneficial Ownership Reporting Compliance" is incorporated herein
by reference.

      FFD has adopted a Code of Business Conduct and Ethics applicable to all
officers, directors and employees that complies with SEC requirements. A copy of
the FFD's Code of Business Conduct and Ethics may be obtained without charge
upon written request to the Secretary of FFD Financial Corporation at 321 North
Wooster Avenue, Dover, Ohio 44622.

Item 10. Executive Compensation.

      The information contained in the Proxy Statement under the caption
"Compensation of Executive Officers and Directors" is incorporated herein by
reference.

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

      The information contained in the Proxy Statement under the captions
"Ownership of FFD Shares" is incorporated herein by reference.

      FFD currently maintains the FFD Financial Corporation 1996 Stock Option
and Incentive Plan (the "1996 Plan") and the FFD Financial Corporation 2002
Stock Option Plan for Non-Employee Directors (the "Directors Plan").

      The following table shows for the 1996 Plan and the Directors Plan the (a)
number of common shares issuable upon exercise of outstanding stock options, (b)
the weighted average exercise price of those stock options, and (c) the number
of common shares remaining for future issuance at June 30, 2005, excluding
shares issuable upon exercise of outstanding stock options. The 1996 Plan has
been previously approved by the shareholders; the Directors Plan has not.


                                       20
<PAGE>

<TABLE>
<CAPTION>
                                           -----------------------------------------------------------------------------
                                                    (a)                      (b)                        (c)
------------------------------------------------------------------------------------------------------------------------

                                                                                               Number of securities
                                                                                              remaining available for
                                            Number of securities                               future issuance under
                                             to be issued upon        Weighted-average       equity compensation plans
                                                exercise of           exercise price of        (excluding securities
Plan Category                               outstanding options      outstanding options     reflected in column (a))
-------------                               --------------------     -------------------     -------------------------
------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                     <C>                        <C>
Equity compensation plans approved by              51,673                  $10.18                     39,162
security holders (the 1996 Option Plan)

------------------------------------------------------------------------------------------------------------------------

Equity compensation plans not approved             8,945                    10.10                      3,305
by security holders (the Directors Plan) (1)

------------------------------------------------------------------------------------------------------------------------

Total                                              60,618                  $10.17                     42,467
                                                   ======                  ======                     ======

------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The Board adopted the Directors Plan because certain restrictions then
      contained in the 1996 Plan prevented any future option grants to directors
      under the 1996 Plan. Because a grant of options to a new director was not
      possible under the 1996 Plan, the Board adopted the Directors Plan in
      order to award options to Leonard L. Gundy upon his election as a director
      at the 2002 Annual Meeting. There are only 12,250 options available under
      the Directors Plan, of which 8,945 have been granted to Mr. Gundy, and as
      of September 25, 2005, no options granted under the plan had been
      exercised. Because of the small number of options available under the
      Directors Plan, shareholder approval of the plan was not required under
      NASDAQ rules applicable at the time. Options granted under the Directors
      Plan are non-qualified stock options and the option exercise price of each
      option granted under the Directors Plan must be at least 100% of the "fair
      market value" (as defined in the Directors Plan) of FFD's common shares on
      the date of the grant. One-fifth of the options granted will become
      exercisable on each of the first five anniversaries of the date of the
      grant.

Item 12. Certain Relationships and Related Transactions.

      The information contained in the Proxy Statement under the caption
"Certain Transactions" is incorporated by reference.


                                       21
<PAGE>

Item 13. Exhibits.

         3        Articles of Incorporation and Code of Regulations

         10.1     FFD Financial Corporation 1996 Stock Option and Incentive Plan

         10.2     First Federal Savings Bank of Dover Recognition and Retention
                  Plan and Trust Agreement

         10.3     FFD Financial Corporation 2002 Stock Option Plan for
                  Non-Employee Directors

         10.4     Change of Control Agreement between First Federal Community
                  Bank and Trent B. Troyer dated June 12, 2003

         10.5     Change of Control Agreement between First Federal Community
                  Bank and Scott C. Finnell dated June 12, 2003

         10.6     Change of Control Agreement between First Federal Community
                  Bank and Sally K. O'Donnell dated June 12, 2003

         13       2005 Annual Report to Shareholders (the following parts of
                  which are incorporated herein by reference; "Market Price of
                  FFD's Common Shares and Related Shareholder Matters,"
                  "Management's Discussion and Analysis of Financial Condition
                  and Results of Operations" and Consolidated Financial
                  Statements)

         20       Proxy Statement for 2005 Annual Meeting of Shareholders

         21       Subsidiaries of FFD Financial Corporation

         31.1     Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002

         31.2     Certification of Chief Financial Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002

         32.1     Certification of Chief Executive Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002

         32.2     Certification of Chief Financial Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002

Item 14. Principal Accountant Fees and Services.

      The information contained in the Proxy Statement under the caption "Audit
and Non-Audit Fees" is incorporated by reference.


                                       22
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        FFD FINANCIAL CORPORATION

                                        By:/s/Trent B. Troyer
                                           -------------------------------------
                                           Trent B. Troyer
                                           President and Chief Executive Officer

                                        Date: September 27, 2005

      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.


/s/Richard A. Brinkman, Jr.             /s/Stephen G. Clinton
----------------------------------      -------------------------------------
Richard A. Brinkman, Jr.                Stephen G. Clinton
Director                                Director

Date:  September 27, 2005               Date:  September 27, 2005


/s/Leonard L. Gundy                     /s/Enos L. Loader
----------------------------------      -------------------------------------
Leonard L. Gundy                        Enos L. Loader
Director                                Director

Date:  September 27, 2005               Date:  September 27, 2005


/s/Robert D. Sensel                     /s/Trent B. Troyer
----------------------------------      -------------------------------------
Robert D. Sensel                        Trent B. Troyer
Director                                President and Chief Executive Officer
                                        (Principal Executive Officer)

Date: September 27, 2005

                                        Date:  September 27, 2005

/s/Robert R. Gerber
-----------------------------------
Robert R. Gerber
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal
Accounting Officer)

Date: September 27, 2005


                                       23
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER          DESCRIPTION
 ------          -----------
<S>              <C>                                         <C>
  3.1            Articles of Incorporation of FFD            Incorporated by reference to the Registration Statement on
                 Financial Corporation                       Form S-1 (the "S-1") filed with the Securities and Exchange
                                                             Commission (the "SEC") on December 15, 1995, Exhibit 3.1

  3.2            Certificate of Amendment to Articles of     Incorporated by reference to Pre-Effective Amendment No. 1 to
                 Incorporation of FFD Financial              the S-1 filed with the SEC on February 1, 1996
                 Corporation                                 ("Pre-Effective Amendment No. 1"), Exhibit 3.2

  3.3            Certificate of Amendment to Articles of     Incorporated by reference to Pre-Effective Amendment No. 1,
                 Incorporation of FFD Financial              Exhibit 3.3
                 Corporation

  3.4            Code of Regulations of FFD Financial        Incorporated by reference to the S-1, Exhibit 3.3
                 Corporation

  10.1           FFD Financial Corporation 1996 Stock        Incorporated by reference to the Proxy Statement for the 2003
                 Option and Incentive Plan, as amended       Annual Meeting of Shareholders, filed with the SEC on
                                                             September 22, 2003 (SEC File No. 000-27916), Annex A

  10.2           First Federal Savings Bank of Dover         Incorporated by reference to the Annual Report on Form 10-KSB
                 Recognition and Retention Plan and Trust    for the fiscal year ended June 30, 1998, filed with the SEC
                 Agreement                                   on September 28, 1998 (SEC File No. 000-27916), Exhibit 10.2

  10.3           FFD Financial Corporation 2002 Stock        Incorporated by reference to the Annual Report on Form 10-KSB
                 Option Plan for Non-Employee Directors      for the fiscal year ended June 30, 2003, filed with the SEC
                                                             on September 29, 2003 (SEC File No. 000-27916), Exhibit 10.3

  10.4           Change of Control Agreement between         Incorporated by reference to the Annual Report on Form 10-KSB
                 First Federal Community Bank and Scott      for the fiscal year ended June 30, 2004, filed with the SEC
                 C. Finnell dated June 12, 2003              on September 28, 2004 (SEC File No. 000-27916) (the "2004
                                                             10-KSB") Exhibit 10.4

  10.5           Change of Control Agreement between         Incorporated by reference to the 2004 10-KSB, Exhibit 10.5
                 First Federal Community Bank and Sally
                 K. O'Donnell dated June 12, 2003

  10.6           Change of Control Agreement between         Incorporated by reference to the 2004 10-KSB, Exhibit 10.6
                 First Federal Community Bank and Trent
                 B. Troyer dated June 12, 2003

  13             FFD Financial Corporation 2005 Annual       Included herewith
                 Report to Shareholders

  20             Proxy Statement for 2005 Annual Meeting     Incorporated by reference to the Proxy Statement for the 2005
                 of Shareholders                             Annual Meeting of Shareholders, to be filed with the SEC no
                                                             later than 120 days after the end of the fiscal year (SEC
                                                             File No. 000-27916)

  21             Subsidiaries of FFD Financial Corporation   Incorporated by reference to the Annual Report on Form 10-KSB
                                                             for the fiscal year ended June 30, 1996, filed with the SEC
                                                             on September 27, 1996 (SEC File No. 000-27916), Exhibit 21

  31.1           Certification of Chief Executive Officer    Included herewith
                 pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002

  31.2           Certification of Chief Financial Officer    Included herewith
                 pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002

  32.1           Certification of Chief Executive Officer    Included herewith
                 pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002

  32.2           Certification of Chief Financial Officer    Included herewith
                 pursuant to Section 906 of the
                 Sarbanes-Oxley Act of 2002
</TABLE>


                                       24