##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-25045
 CENTRAL FEDERAL CORPORATION
  Delaware
    
    34-1877137(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification No.)
 (Address of principal executive offices) (Zip Code)
 (Registrants telephone number, including area code)
 (Former
name, former address and former fiscal year, if changed since last
report)
 þ o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 o þ




---



##### 



PagePART I. Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008
    
    
    3Consolidated Statements of Operations for the three months ended
March 31, 2009 and 2008
    
    
    4Consolidated Statement of Changes in Shareholders Equity
for the three months ended March 31, 2009
    
    
    5Consolidated Statements of Comprehensive Income for the three
months ended March 31, 2009 and 2008
    
    
    6Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2009 and 2008
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 4T. Controls and Procedures
    
    
    28PART II. Other InformationItem 6. Exhibits
    
    
    29Signatures
    
    
    30Exhibit 11.1Exhibit 31.1Exhibit 31.2Exhibit 32.1




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March 31,
    
    
    December 31,2009
    
    
    2008(unaudited)ASSETSCash and cash equivalents
    
    $
    12,329
    
    
    $
    4,177Securities available for sale
    
    
    22,529
    
    
    
    23,550Loans held for sale
    
    
    1,642
    
    
    
    284Loans, net of allowance of $3,528 and $3,119
    
    
    236,202
    
    
    
    233,922Federal Home Loan Bank stock
    
    
    2,109
    
    
    
    2,109Loan servicing rights
    
    
    105
    
    
    
    112Foreclosed assets, net
    
    
    175
    
    
    
    Premises and equipment, net
    
    
    5,139
    
    
    
    5,246Bank owned life insurance
    
    
    3,924
    
    
    
    3,892Deferred tax asset
    
    
    1,657
    
    
    
    1,598Accrued interest receivable and other assets
    
    
    3,481
    
    
    
    2,891$
    289,292
    
    
    $
    277,781LIABILITIES AND SHAREHOLDERS EQUITYDepositsNoninterest bearing
    
    $
    15,108
    
    
    $
    14,557Interest bearing
    
    
    205,283
    
    
    
    193,090Total deposits
    
    
    220,391
    
    
    
    207,647Federal Home Loan Bank advances
    
    
    28,200
    
    
    
    29,050Advances by borrowers for taxes and insurance
    
    
    93
    
    
    
    167Accrued interest payable and other liabilities
    
    
    2,531
    
    
    
    2,687Subordinated debentures
    
    
    5,155
    
    
    
    5,155Total liabilities
    
    
    256,370
    
    
    
    244,706Shareholders equityPreferred stock, Series A, $.01 par value; $7,225 aggregate
liquidation value, 1,000,000 shares authorized;
7,225 shares issued, 2009 and 2008
    
    
    6,986
    
    
    
    6,989Common stock, $.01 par value; 6,000,000 shares
authorized; 4,660,070 shares issued,
2009 and 2008
    
    
    47
    
    
    
    47Common stock warrants
    
    
    217
    
    
    
    217Additional paid-in capital
    
    
    27,477
    
    
    
    27,455Retained earnings
    
    
    915
    
    
    
    1,262Accumulated other comprehensive income
    
    
    525
    
    
    
    350Treasury stock, at cost; 558,533 shares,
2009 and 2008
    
    
    (3,245
    )
    
    
    (3,245
    )Total shareholders equity
    
    
    32,922
    
    
    
    33,075$
    289,292
    
    
    $
    277,781
   3




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##### Table of Contents



Three months endedMarch 31,2009
    
    
    2008Interest and dividend incomeLoans, including fees
    
    $
    3,397
    
    
    $
    3,977Securities
    
    
    297
    
    
    
    355Federal Home Loan Bank stock dividends
    
    
    24
    
    
    
    26Federal funds sold and other
    
    
    12
    
    
    
    13,730
    
    
    
    4,359Interest expenseDeposits
    
    
    1,359
    
    
    
    1,775Federal Home Loan Bank advances and other debt
    
    
    255
    
    
    
    440Subordinated debentures
    
    
    56
    
    
    
    1001,670
    
    
    
    2,315Net interest income
    
    
    2,060
    
    
    
    2,044Provision for loan losses
    
    
    550
    
    
    
    224Net interest income after provision for loan losses
    
    
    1,510
    
    
    
    1,820Noninterest incomeService charges on deposit accounts
    
    
    82
    
    
    
    82Net gains on sales of loans
    
    
    152
    
    
    
    36Loan servicing fees, net
    
    
    9
    
    
    
    11Net gain on sales of securities
    
    
    
    
    
    
    23Earnings on bank owned life insurance
    
    
    32
    
    
    
    29Other
    
    
    11
    
    
    
    10286
    
    
    
    191Noninterest expenseSalaries and employee benefits
    
    
    1,046
    
    
    
    1,048Occupancy and equipment
    
    
    145
    
    
    
    106Data processing
    
    
    150
    
    
    
    138Franchise taxes
    
    
    86
    
    
    
    82Professional fees
    
    
    337
    
    
    
    70Director fees
    
    
    34
    
    
    
    34Postage, printing and supplies
    
    
    59
    
    
    
    51Advertising and promotion
    
    
    12
    
    
    
    12Telephone
    
    
    24
    
    
    
    22Loan expenses
    
    
    8
    
    
    
    7Foreclosed assets, net
    
    
    
    
    
    
    (1
    )Depreciation
    
    
    119
    
    
    
    175FDIC premiums
    
    
    65
    
    
    
    6Other
    
    
    95
    
    
    
    962,180
    
    
    
    1,846Income (loss) before income taxes
    
    
    (384
    )
    
    
    165Income tax expense (benefit)
    
    
    (138
    )
    
    
    41Net income (loss)
    
    
    (246
    )
    
    
    124Preferred stock dividends and accretion of unearned
discount on preferred stock
    
    
    (101
    )
    
    
    Net income (loss) available to common shareholders
    
    $
    (347
    )
    
    $
    124Earnings (loss) per common share:Basic
    
    $
    (0.08
    )
    
    $
    0.03Diluted
    
    $
    (0.08
    )
    
    $
    0.03
   4




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##### Table of Contents



AccumulatedCommon
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    TotalPreferred
    
    
    Common
    
    
    Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury
    
    
    ShareholdersStock
    
    
    Stock
    
    
    Warrants
    
    
    Capital
    
    
    Earnings
    
    
    Income
    
    
    Stock
    
    
    EquityBalance at January 1, 2009
    
    $
    6,989
    
    
    $
    47
    
    
    $
    217
    
    
    $
    27,455
    
    
    $
    1,262
    
    
    $
    350
    
    
    $
    (3,245
    )
    
    $
    33,075Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (246
    )
    
    
    
    
    
    
    
    
    
    
    (246
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175
    
    
    
    
    
    
    
    175Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (71
    )Preferred stock offering costs
    
    
    (13
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )Accretion of unearned discount on preferred stock
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    
    
    
    
    Release of 5,033 stock based incentive plan shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24Tax benefits from dividends on unvested stock based
incentive plan shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Tax effect from vesting of stock based incentive plan shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11
    )Stock option expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (91
    )
    
    
    
    
    
    
    
    
    
    
    (91
    )Balance at March 31, 2009
    
    $
    6,986
    
    
    $
    47
    
    
    $
    217
    
    
    $
    27,477
    
    
    $
    915
    
    
    $
    525
    
    
    $
    (3,245
    )
    
    $
    32,922
   5




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##### Table of Contents



Three months endedMarch 31,2009
    
    
    2008Net income (loss)
    
    $
    (246
    )
    
    $
    124Change in net unrealized gain on securities
available for sale
    
    
    266
    
    
    
    415Less: Reclassification adjustment for (gains) and
losses later recognized in net income
    
    
    
    
    
    
    (23
    )Net unrealized gain
    
    
    266
    
    
    
    392Tax effect
    
    
    (91
    )
    
    
    (134
    )Other comprehensive income
    
    
    175
    
    
    
    258Comprehensive income (loss)
    
    $
    (71
    )
    
    $
    382
   6




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##### Table of Contents



Three months endedMarch 31,2009
    
    
    2008Cash flows from operating activities
    
    $
    (1,698
    )
    
    $
    (1,160
    )Cash flows from investing activitiesAvailable-for-sale securities:Sales
    
    
    
    
    
    
    23Maturities, prepayments and calls
    
    
    1,311
    
    
    
    4,047Purchases
    
    
    
    
    
    
    (2,829
    )Loan originations and payments, net
    
    
    (2,970
    )
    
    
    5,516Purchase of FHLB stock
    
    
    
    
    
    
    (65
    )Additions to premises and equipment
    
    
    (12
    )
    
    
    (2
    )Proceeds from the sale of premises and equipment
    
    
    1
    
    
    
    Proceeds from the sale of foreclosed assets
    
    
    
    
    
    
    86Net cash from investing activities
    
    
    (1,670
    )
    
    
    6,776Cash flows from financing activitiesNet change in deposits
    
    
    12,732
    
    
    
    (7,991
    )Net change in short-term borrowings from the FHLB and
other debt
    
    
    (5,850
    )
    
    
    (1,300
    )Proceeds from FHLB advances and other debt
    
    
    7,200
    
    
    
    8,000Repayments on FHLB advances and other debt
    
    
    (2,200
    )
    
    
    (1,000
    )Net change in advances by borrowers for taxes and insurance
    
    
    (74
    )
    
    
    (83
    )Cash dividends paid on common stock
    
    
    (205
    )
    
    
    (222
    )Cash dividends paid on preferred stock
    
    
    (70
    )
    
    
    Costs associated with issuance of preferred stock
    
    
    (13
    )
    
    
    Net cash from financing activities
    
    
    11,520
    
    
    
    (2,596
    )Net change in cash and cash equivalents
    
    
    8,152
    
    
    
    3,020Beginning cash and cash equivalents
    
    
    4,177
    
    
    
    3,894Ending cash and cash equivalents
    
    $
    12,329
    
    
    $
    6,914Supplemental cash flow information:Interest paid
    
    $
    1,040
    
    
    $
    2,247Income taxes paid
    
    
    
    
    
    
    16Supplemental noncash disclosures:Transfers from loans to repossessed assets
    
    $
    175
    
    
    $
    
   7




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
   Earnings (Loss) Per Common Share
  Three months ended March 31,2009
    
    
    2008BasicNet income (loss)
    
    $
    (246
    )
    
    $
    124Less: Preferred stock dividends and accretion of unearned
discount on preferred stock
    
    
    (101
    )
    
    
    Net income (loss) available to common shareholders
    
    $
    (347
    )
    
    $
    124Weighted average common shares outstanding
    
    
    4,099,913
    
    
    
    4,444,361Basic earnings (loss) per common share
    
    $
    (0.08
    )
    
    $
    0.03DilutedNet income (loss) available to common shareholders
    
    $
    (347
    )
    
    $
    124Weighted average common shares outstanding for basic
earnings per common share
    
    
    4,099,913
    
    
    
    4,444,361Add: Dilutive effects of assumed exercises of stock options
    
    
    
    
    
    
    426Add: Dilutive effects of assumed exercises of warrants to
purchase common stock
    
    
    
    
    
    
    Average shares and dilutive potential common shares
    
    
    4,099,913
    
    
    
    4,444,787Diluted earnings (loss) per common share
    
    $
    (0.08
    )
    
    $
    0.03
  8




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  Three months ended March 31,2009
    
    
    2008Stock options
    
    
    416,644
    
    
    
    294,662Stock warrants
    
    
    336,568
    
    
    
    
 Adoption of New Accounting Standards:
 Business Combinations
 Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging
Activities, an amendment of FASB Statement No. 133 Accounting for Derivative Instruments and Hedging Activities,
 , Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities Earnings per Share
 Accounting for Assets Acquired and Liabilities
Assumed in a Business Combination That Arise from Contingencies. Business Combinations,
  9




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NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 Effect of Newly Issued But Not Yet Effective Accounting Standards:
 The Hierarchy of Generally Accepted Accounting
Principles The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles
 Determining Fair Value When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That
Are Not Orderly.
 Recognition and Presentation of
Other-Than-Temporary-Impairments.
 Interim Disclosures about Fair Value of
Financial Instruments. Disclosures about Fair Value of Financial
Instruments, Interim Financial Reporting,
  10




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##### Table of Contents



NOTE 2  LOANS
  March 31,
    
    
    December 31,2009
    
    
    2008Commercial
    
    $
    42,490
    
    
    $
    40,945Real estate:Single-family residential
    
    
    27,858
    
    
    
    28,884Multi-family residential
    
    
    40,051
    
    
    
    41,495Commercial
    
    
    104,208
    
    
    
    99,652Consumer
    
    
    25,464
    
    
    
    26,429Subtotal
    
    
    240,071
    
    
    
    237,405Less: Net deferred loan fees
    
    
    (341
    )
    
    
    (364
    )Allowance for loan losses
    
    
    (3,528
    )
    
    
    (3,119
    )Loans, net
    
    $
    236,202
    
    
    $
    233,922
   Three months endedMarch 31,2009
    
    
    2008Beginning balance
    
    $
    3,119
    
    
    $
    2,684Provision for loan losses
    
    
    550
    
    
    
    224Loans charged-off
    
    
    (143
    )
    
    
    (180
    )Recoveries
    
    
    2
    
    
    
    1Ending balance
    
    $
    3,528
    
    
    $
    2,729
  March 31,
    
    
    December 31,2009
    
    
    2008Period-end loans with no allocated allowance for loan losses
    
    $
    
    
    
    $
    Period-end loans with allocated allowance for loan losses
    
    
    1,888
    
    
    
    2,257Total
    
    $
    1,888
    
    
    $
    2,257Amount of the allowance for loan losses allocated
    
    $
    1,019
    
    
    $
    514
  11




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NOTE 2  LOANS (continued)
 Three months endedMarch 31,2009
    
    
    2008Average of individually impaired loans during the period
    
    $
    2,158
    
    
    $
    843Interest income recognized during impairment
    
    
    
    
    
    
    Cash-basis interest income recognized
    
    
    
    
    
    
    
  March 31,
    
    
    December 31,2009
    
    
    2008Loans past due over 90 days still on accrual
    
    $
    1,363
    
    
    $
    348Nonaccrual loans
    
    
    3,633
    
    
    
    2,064
  NOTE 3  FAIR VALUE
        12




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NOTE 3  FAIR VALUE
   Assets and Liabilities Measured on a Recurring Basis
  Fair ValueMeasurements atMarch 31, 2009Using SignificantOther ObservableInputs(Level 2)Assets:Available for sale securities
    
    $
    22,529Interest-rate swaps
    
    
    799Liabilities:Interest-rate swaps
    
    $
    799
 Fair ValueMeasurements atDecember 31, 2008Using SignificantOther ObservableInputs(Level 2)Assets:Securities available for sale
    
    $
    23,550Interest-rate swaps
    
    
    929Liabilities:Interest-rate swaps
    
    $
    929
  13




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NOTE 3  FAIR VALUE
 Assets Measured on a Non-Recurring Basis
  Fair Value Measurements at March 31, 2009 UsingSignificant Other
    
    
    SignificantObservable Inputs
    
    
    Unobservable Inputs(Level 2)
    
    
    (Level 3)Loan servicing rights
    
    $
    43
    
    
    $
    Impaired loans
    
    
    
    
    
    
    869
 Fair Value Measurements at December 31, 2008 UsingSignificant Other
    
    
    SignificantObservable Inputs
    
    
    Unobservable Inputs(Level 2)
    
    
    (Level 3)Loan servicing rights
    
    $
    52
    
    
    $
    Impaired loans
    
    
    
    
    
    
    1,743
    14




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NOTE 4  FEDERAL HOME LOAN BANK ADVANCES
  March 31, 2009
    
    
    December 31, 2008Maturities June 2009 thru January 2014,
fixed at rates from 1.90% to 5.60%,
averaging 3.57%
    
    $
    28,200
    
    
    $
    Maturity January 2009 at .54% floating rate
    
    
    
    
    
    
    5,850Maturities February 2009 thru July 2011,
fixed at rates from 2.48% to 5.60%,
averaging 3.98%
    
    
    
    
    
    
    23,200Total
    
    $
    28,200
    
    
    $
    29,050
   March 31, 2009
    
    
    December 31, 2008First mortgage loans under a blanket lien arrangement
    
    $
    25,206
    
    
    $
    26,285Second mortgage loans
    
    
    352
    
    
    
    462Multi-family mortgage loans
    
    
    15,185
    
    
    
    17,421Home equity lines of credit
    
    
    17,267
    
    
    
    19,271Commercial real estate loans
    
    
    56,397
    
    
    
    61,818Securities
    
    
    13,185
    
    
    
    13,508Total
    
    $
    127,592
    
    
    $
    138,765
  Payment information
 Required payments over the next five years are:March 31, 2010
    
    $
    15,000March 31, 2011
    
    
    2,200March 31, 2012
    
    
    6,000March 31, 2013
    
    
    March 31, 2014
    
    
    5,000Total
    
    $
    28,200
  15




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##### Table of Contents



NOTE 5  STOCK-BASED COMPENSATION
   Stock
Options
    Three months ended March 31,2009
    
    
    2008Risk-free interest rate
    
    
    1.64
    %
    
    
    2.36
    %Expected term (years)
    
    
    7
    
    
    
    6Expected stock price volatility
    
    
    27
    %
    
    
    23
    %Dividend yield
    
    
    3.63
    %
    
    
    4.96
    %
  16




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##### Table of Contents



NOTE 5  STOCK-BASED COMPENSATION
  Three months ended March 31, 2009WeightedAverageRemainingWeighted Average
    
    
    ContractualShares
    
    
    Exercise Price
    
    
    Term (Years)
    
    
    Intrinsic ValueOptions outstanding, beginning of period
    
    
    416,377
    
    
    $
    8.47Granted
    
    
    800
    
    
    
    2.75Exercised
    
    
    
    
    
    
    Forfeited or expired
    
    
    
    
    
    
    Options outstanding, end of period
    
    
    417,177
    
    
    $
    8.46
    
    
    
    6.2
    
    
    $
    Options exercisable, end of period
    
    
    283,157
    
    
    $
    10.75
    
    
    
    4.7
    
    
    $
    
  Three months ended March 31,2009
    
    
    2008Intrinsic value of options exercised
    
    $
    
    
    
    $
    Cash received from option exercises
    
    
    
    
    
    
    Related tax benefit realized from option exercises
    
    
    
    
    
    
    Weighted average fair value of options granted
    
    $
    0.49
    
    
    $
    0.49
  Restricted Stock Awards
   17




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##### Table of Contents



NOTE 5  STOCK-BASED COMPENSATION
  Three months ended March 31, 2009Weighted AverageGrant-Date FairShares
    
    
    ValueNonvested shares outstanding at beginning of period
    
    
    49,583
    
    
    $
    5.72Granted
    
    
    
    
    
    
    Vested
    
    
    (15,500
    )
    
    
    5.08Forfeited
    
    
    
    
    
    
    Nonvested shares outstanding at end of period
    
    
    34,083
    
    
    $
    6.01
   18




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##### Table of Contents



NOTE 6  DERIVATIVE INSTRUMENTS
  Accounting for Derivatives and Hedging Activities
  Fair Values of Asset Derivative InstrumentsMarch 31, 2009
    
    
    December 31, 2008Balance Sheet
    
    
    
    
    
    
    Balance SheetLocation
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueDerivatives not
designated as hedging
instruments under FAS
133Interest- rate swaps
    
    Other assets
    
    $
    799
    
    
    Other assets
    
    $
    929Total asset derivatives
    
    
    
    
    
    $
    799
    
    
    
    
    
    
    $
    929
 Fair Values of Liability Derivative InstrumentsMarch 31, 2009
    
    
    December 31, 2008Balance Sheet
    
    
    
    
    
    
    Balance SheetLocation
    
    
    Fair Value
    
    
    Location
    
    
    Fair ValueDerivatives not designated
as hedging instruments
under FAS 133Interest- rate swaps
    
    Other liabilities
    
    $
    799
    
    
    Other liabilities
    
    $
    929Total liability derivatives
    
    
    
    
    
    $
    799
    
    
    
    
    
    
    $
    929
  19




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##### Table of Contents



NOTE 5  DERIVATIVE INSTRUMENTS
  Derivatives notdesignated as hedging
    
    Location of gain (loss)
    
    
    Amount of gain or (loss) recognized in incomeinstruments under
    
    recognized in income on
    
    
    on derivativesFAS 133
    
    derivatives
    
    
    March 31, 2009
    
    
    March 31, 2008Interest-rate swaps
    
    Other noninterest income
    
    $
    (130
    )
    
    $
    (178
    )Interest-rate swaps
    
    Other noninterest income
    
    
    130
    
    
    
    178Total
    
    
    
    
    
    $
    
    
    
    $
    
  20




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##### Table of Contents



Forward-Looking Statements
  Business Overview
   General
    21




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##### Table of Contents



Financial Condition
 General.
 Cash and cash equivalents.
  22




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##### Table of Contents



Securities.
 Loans.
 Deposits ®
  Federal Home Loan Bank advances.
 Shareholders equity.
 Comparison of the Results of Operations for the Three Months Ended March 31, 2009 and 2008
 General.
 Net interest income.
  23




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##### Table of Contents



Interest income. .
 Interest expense. .
 Provision for loan losses
   24




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##### Table of Contents



Noninterest income.
 Noninterest expense.
    25




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##### Table of Contents



Income taxes.
 Critical Accounting Policies
  Provision for Loan Losses
  Liquidity and Capital Resources
   26




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##### Table of Contents



Deposits.
    27




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##### Table of Contents



Evaluation of disclosure controls and procedures.
 Changes in internal control over financial reporting.
  28




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##### Table of Contents



Item 6. Exhibits.
   29




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##### Table of Contents



CENTRAL FEDERAL CORPORATIONDated:  May 14, 2009
    By:
    /s/ Mark S. AllioMark S. AllioChairman of the Board, President and
Chief Executive OfficerDated:  May 14, 2009
    By:
    /s/ Therese Ann LiutkusTherese Ann Liutkus, CPATreasurer and Chief Financial Officer  30




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit3.1
    
    
    Certificate of Incorporation of the registrant (incorporated by reference to Exhibit
3.1 to the registrants Registration Statement on Form SB-2 No. 333-64089, filed with
the Commission on September 23, 1998)3.2
    
    
    Amendment to Certificate of Incorporation of the registrant (incorporated by
reference to Exhibit 3.2 to the registrants Registration Statement on Form S-2 No.
333-129315, filed with the Commission on October 28, 2005)3.3
    
    
    Second Amended and Restated Bylaws of the registrant (incorporated by reference to
Exhibit 3.3 to the registrants Form 10-K for the fiscal year ended December 31,
2007, filed with the Commission on March 27, 2008)4.1
    
    
    Form of Stock Certificate of Central Federal Corporation (incorporated by reference
to Exhibit 4.0 to the registrants Registration Statement on Form SB-2 No. 333-64089,
filed with the Commission on September 23, 1998)4.2
    
    
    Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock,
Series A, of Central Federal Corporation (incorporated by reference to Exhibit 3.1 to
the registrants Current Report on Form 8-K, filed with the Commission on December 5,
2008)4.3
    
    
    Warrant, dated December 5, 2008, to purchase shares of common stock of the Registrant
(incorporated by reference to Exhibit 4.1 to the registrants Current Report on Form
8-K, filed with the Commission on December 5, 2008)11.1
    
    
    Statement Re: Computation of Per Share Earnings31.1
    
    
    Rule 13a-14(a) Certifications of the Chief Executive Officer31.2
    
    
    Rule 13a-14(a) Certifications of the Chief Financial Officer32.1
    
    
    Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer
  31