UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C.  20549








FORM
      10-Q


(Mark
                One)x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIESEXCHANGE
                ACT OF 1934




For
                the quarterly period ended
            June
                30, 2008




**OR**




o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIESEXCHANGE
                ACT OF 1934





For
                the transition period from
            _____________________
                to ________________________




Commission
      File Number 029276





FIRST
      ROBINSON FINANCIAL CORPORATION


(Exact
      name of registrant as specified in its charter)





DELAWARE
            36-4145294(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                Number)501
                East Main Street, Robinson, Illinois
            62454(Address
                of principal executive offices)
            (Zip
                Code)





Registrant’s
                telephone number, including area code
            (618)
                544-8621





None


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





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





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




Larger Accelerated Filer
            o
            Accelerated Filer
            oNon-Accelerated Filer
            o(Do not check if a smaller reporting company)
            Smaller Reporting Company
            x




Indicate
                by check mark whether the registrant is a shell company (as defined
                in
                Rule 12b-2 of the Exchange Act.)   YesoNoxThe
                number of shares outstanding of each of the issuer’s classes of common
                stock, as of the latest practicable date:  453,530 shares of
                common stock, par value $.01 per share, as of August 11,
                2008.








FIRST
      ROBINSON FINANCIAL CORPORATION


Index
      to
      Form 10-Q





PAGEPART
                1. FINANCIAL INFORMATIONItem
                1.
            Financial
                StatementsCondensed
                Consolidated Balance Sheets as of June 30, 2008 And March 31,
                2008
            3Condensed
                Consolidated Statements of Income for the Three-Month Periods Ended
                June
                30, 2008 and June 30, 2007
            4Condensed
                Consolidated Statements of Changes in Stockholders’ Equity For the Three
                Month Periods ended June 30, 2008 and June 30, 2007
            5Condensed
                Consolidated Statements of Cash Flows for the Three-Month Periods
                Ended
                June 30, 2008 and June 30, 2007
            6Notes
                to Condensed Consolidated Financial Statements
            8Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            13Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk
            25Item
                4.
            Controls
                and Procedures
            25PART
                II. OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            26Item
                1.A.
            Risk
                Factors
            26Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            26Item
                3.
            Defaults
                Upon Senior Executives
            26Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            26Item
                5.
            Other
                Information
            26Item
                6.
            Exhibits
            26SIGNATURES
            27CERTIFICATIONS
            28


2




Item
      1:


FIRST
      ROBINSON FINANCIAL CORPORATION


CONDENSED
      CONSOLIDATED BALANCE SHEETS


(In
      thousands, except share data)





(Unaudited)
              June 30, 2008
            
            March 31, 2008ASSETSCash
                and cash equivalents
            
            $
            11,519
            
            $
            19,528Available-for-sale
                securities
            
            
            43,013
            
            
            31,535Loans,
                held for sale
            
            
            —
            
            
            101Loans,
                net of allowance for loan losses of $757 and $727 at June 30, 2008
                and
                March 31, 2008, respectively
            
            
            74,980
            
            
            76,145Federal
                Reserve and Federal Home Loan Bank stock
            
            
            808
            
            
            808Premises
                and equipment, net
            
            
            2,843
            
            
            2,851Foreclosed
                assets held for sale, net
            
            
            90
            
            
            16Interest
                receivable
            
            
            781
            
            
            758Deferred
                income taxes
            
            
            326
            
            
            —Cash
                surrender value of life insurance
            
            
            1,412
            
            
            1,396Other
                assets
            
            
            741
            
            
            671Total
                Assets
            
            $
            136,513
            
            $
            133,809LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Liabilities**Deposits
            
            
            104,536
            
            
            103,898Other
                borrowings
            
            
            18,761
            
            
            16,253Advances
                from borrowers for taxes and insurance
            
            
            201
            
            
            149Accrued
                income taxes
            
            
            198
            
            
            159Deferred
                income taxes
            
            
            —
            
            
            2Interest
                payable
            
            
            236
            
            
            262Other
                liabilities
            
            
            1,100
            
            
            1,210Total
                Liabilities
            
            
            125,032
            
            
            121,933**Commitments
                and Contingencies**
            
            
            **—**
            
            
            **—****Stockholders’
                Equity**Preferred
                stock, $.01 par value; authorized 500,000 shares,no
                shares issued and outstanding
            
            
            —
            
            
            —Common
                stock, $ .01 par value; authorized 2,000,000 shares; 859,625 shares
                issued; outstanding June 30, 2008– 459,730 shares; March 31, 2008 –
                451,464 shares
            
            
            9
            
            
            9Additional
                paid-in capital: 7,231 shares
            
            
            8,659
            
            
            8,491Retained
                earnings
            
            
            9,942
            
            
            10,114Accumulated
                other comprehensive income (loss)
            
            
            (267
            )
            
            247Treasury
                stock, at costCommon:
                June 30, 2008 – 392,664 shares; March 31, 2008 – 400,930
                shares
            
            
            (6,862
            )
            
            (6,985
            )Total
                Stockholders’ Equity
            
            
            11,481
            
            
            11,876Total
                Liabilities and Stockholders’ Equity
            
            $
            136,513
            
            $
            133,809





See
      Notes
      to Condensed Consolidated Financial Statements.


3


FIRST
      ROBINSON FINANCIAL CORPORATION


CONDENSED
      CONSOLIDATED STATEMENTS OF INCOME


For
      the
      Three-Months Ended June 30, 2008 and 2007


(In
      thousands, except per share data)


(Unaudited)





2008
            
            2007Interest
                and Dividend Income:Loans
            
            $
            1,313
            
            $
            1,372Securities:Taxable
            
            
            409
            
            
            338Tax-exempt
            
            
            21
            
            
            24Other
                interest income
            
            
            77
            
            
            19Dividends
                on Federal Reserve Bank stock
            
            
            3
            
            
            7Total
                Interest and Dividend Income
            
            
            1,823
            
            
            1,760Interest
                Expense:Deposits
            
            
            684
            
            
            617Other
                borrowings
            
            
            50
            
            
            117Total
                Interest Expense
            
            
            734
            
            
            734Net
                Interest Income
            
            
            1,089
            
            
            1,026Provision
                for Loan Losses
            
            
            30
            
            
            15Net
                Interest Income After Provision for Loan Losses
            
            
            1,059
            
            
            1,011Non-Interest
                Income:Charges
                and fees on deposit accounts
            
            
            217
            
            
            217Charges
                and other fees on loans
            
            
            44
            
            
            38Net
                gain on sale of loans
            
            
            42
            
            
            31Other
            
            
            130
            
            
            98Total
                Non-Interest Income
            
            
            433
            
            
            384Non-Interest
                Expense:Compensation
                and employee benefits
            
            
            732
            
            
            592Occupancy
                and equipment
            
            
            175
            
            
            150Data
                processing
            
            
            59
            
            
            51Audit,
                legal and other professional
            
            
            50
            
            
            38Advertising
            
            
            45
            
            
            33Telephone
                and postage
            
            
            25
            
            
            25Net
                loss on sale of foreclosed assets
            
            
            4
            
            
            —Other
            
            
            143
            
            
            123Total
                Non-Interest Expense
            
            
            1,233
            
            
            1,012Income
                before income taxes
            
            
            259
            
            
            383Provision
                for income taxes
            
            
            85
            
            
            110Net
                Income
            
            $
            174
            
            $
            273Basic
                Earnings Per Share
            
            $
            0.40
            
            $
            0.58Diluted
                Earnings Per Share
            
            $
            0.38
            
            $
            0.56





See
      Notes
      to Condensed Consolidated Financial Statements.


4


FIRST
      ROBINSON FINANCIAL CORPORATION


CONDENSED
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


For
      the
      Three-Months Ended June 30, 2008 and 2007


(In
      thousands, except per share data)


(Unaudited)





**Accumulated****Additional**
            
            
            
            **Other****Common Stock**
            
            **Paid-in**
            
            **Retained**
            
            **Comprehensive**
            
            **Treasury**
            
            
            
            **Comprehensive****Shares**
            
            **Amount**
            
            **Capital**
            
            **Earnings**
            
            **Income (Loss)**
            
            **Stock**
            
            **Total**
            
            **Loss****Balance,
                April 1, 2007**
            
            
            484,908
            
            $
            9
            
            $
            8,406
            
            $
            9,459
            
            $
            (199
            )
            $
            (5,785
            )
            $
            11,890Comprehensive
                lossNet
                income
            
            
            
            
            
            
            
            
            
            
            
            273
            
            
            
            
            
            
            
            
            273
            
            
            273Change
                in unrealized (depreciation) on available-for-sale securities, net
                of
                taxes of $(176)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (293
            )
            
            
            
            
            (293
            )
            
            (293
            )Total
                comprehensive loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (20
            )Treasury
                shares purchased
            
            
            (10,712
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            (350
            )
            
            (350
            )Dividends
                on common stock, $0.65 per share
            
            
            
            
            
            
            
            
            
            
            
            (316
            )
            
            
            
            
            
            
            
            (316
            )Stock
                options exercised
            
            
            3,000
            
            
            
            
            
            49
            
            
            
            
            
            
            
            
            52
            
            
            101Incentive
                compensation
            
            
            
            
            
            
            
            
            (10
            )
            
            
            
            
            
            
            
            
            
            
            (10
            )Rounding
            
            
            
            
            
            
            
            
            
            
            
            1
            
            
            
            
            
            
            
            
            1**Balance,
                June 30, 2007**
            
            
            477,196
            
            $
            9
            
            $
            8,445
            
            $
            9,417
            
            $
            (492
            )
            $
            (6,083
            )
            $
            11,296**Balance,
                April 1, 2008**
            
            
            451,464
            
            $
            9
            
            $
            8,491
            
            $
            10,114
            
            $
            247
            
            $
            (6,985
            )
            $
            11,876Comprehensive
                lossNet
                income
            
            
            
            
            
            
            
            
            
            
            
            174
            
            
            
            
            
            
            
            
            174
            
            
            174Change
                in unrealized (depreciation) on available-for-sale securities, net
                of
                taxes of $(308)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (514
            )
            
            
            
            
            (514
            )
            
            (514
            )Total
                comprehensive loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (340
            )Treasury
                shares purchased
            
            
            (1,186
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            (41
            )
            
            (41
            )Dividends
                on common stock, $0.75 per share
            
            
            
            
            
            
            
            
            
            
            
            (346
            )
            
            
            
            
            
            
            
            (346
            )Stock
                options exercised
            
            
            9,452
            
            
            
            
            
            168
            
            
            
            
            
            
            
            
            164
            
            
            332**Balance,
                June 30, 2008**
            
            
            459,730
            
            $
            9
            
            $
            8,659
            
            $
            9,942
            
            $
            (267
            )
            $
            (6,862
            )
            $
            11,481





See
      Notes
      to Condensed Consolidated Financial Statements


5





FIRST
      ROBINSON FINANCIAL CORPORATION


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


For
      the
      Three-Months Ended June 30, 2008 and 2007


(In
      thousands)


(Unaudited)





2008
            
            2007Cash
                flows from operating activities:Net
                income
            
            $
            174
            
            $
            273Items
                not requiring (providing) cashDepreciation
                and amortization
            
            
            74
            
            
            72Provision
                for loan losses
            
            
            30
            
            
            15Amortization
                of premiums and discounts on securities
            
            
            (16
            )
            
            (11
            )Amortization
                of loan servicing rights
            
            
            16
            
            
            11Compensation
                related to the exercise of options
            
            
            182
            
            
            69Deferred
                income taxes
            
            
            (20
            )
            
            3Originations
                of mortgage loans held for sale
            
            
            (2,654
            )
            
            (2,009
            )Proceeds
                from the sale of mortgage loans
            
            
            2,797
            
            
            1,941Net
                gain on loans sold
            
            
            (42
            )
            
            (31
            )Net
                loss on sale of foreclosed property
            
            
            4
            
            
            —Changes
                in:Interest
                receivable
            
            
            (23
            )
            
            46Cash
                surrender value of life insurance
            
            
            (16
            )
            
            (12
            )Other
                assets
            
            
            (95
            )
            
            (79
            )Accrued
                income taxes
            
            
            39
            
            
            (43
            )Interest
                payable
            
            
            (26
            )
            
            3Other
                liabilities
            
            
            (110
            )
            
            (51
            )Net
                cash provided by operating activities
            
            
            314
            
            
            197Cash
                flows from investing activities:Purchase
                of securities available for sale
            
            
            (14,224
            )
            
            —Repayment
                of principal on mortgage-backed securities
            
            
            1,940
            
            
            1,285Net
                change in loans
            
            
            1,045
            
            
            (3,178
            )Proceeds
                from sale of foreclosed assets
            
            
            12
            
            
            —Purchase
                of premises and equipment
            
            
            (57
            )
            
            (37
            )Net
                cash used in investing activities
            
            
            (11,284
            )
            
            (1,930
            )





See
      Notes
      to Condensed Consolidated Financial Statements.


6


FIRST
      ROBINSON FINANCIAL CORPORATION


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


For
      The
      Three-Months Ended June 30, 2008 and 2007


(In
      thousands)


(Unaudited)





2008
            
            2007Cash
                flows from financing activities:Net
                increase in deposits
            
            $
            638
            
            $
            3,394Proceeds
                from other borrowings
            
            
            37,988
            
            
            28,854Repayment
                of other borrowings
            
            
            (35,480
            )
            
            (27,342
            )Proceeds
                from federal funds purchased
            
            
            —
            
            
            5,381Repayment
                of federal funds purchased
            
            
            —
            
            
            (5,381
            )Purchase
                of incentive plan shares
            
            
            —
            
            
            (10
            )Proceeds
                received from exercise of stock options
            
            
            150
            
            
            32Purchase
                of treasury stock
            
            
            (41
            )
            
            (349
            )Dividends
                paid
            
            
            (346
            )
            
            (316
            )Net
                increase in advances from borrowers for taxes and
                insurance
            
            
            52
            
            
            41Net
                cash provided by financing activities
            
            
            2,961
            
            
            4,304(Decrease)
                increase in cash and cash equivalents
            
            
            (8,009
            )
            
            2,571Cash
                and cash equivalents at beginning of period
            
            
            19,528
            
            
            4,049Cash
                and cash equivalents at end of period
            
            $
            11,519
            
            $
            6,620Supplemental
                Cash Flows Information:Interest
                paid
            
            $
            760
            
            $
            731Income
                taxes paid (net of refunds)
            
            
            65
            
            
            150Real
                estate acquired in settlement of loans
            
            
            90
            
            
            24





See
      Notes
      to Condensed Consolidated Financial Statements.


7


FIRST
      ROBINSON FINANCIAL CORPORATION


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





1.
            Basis
                of Presentation





The
      condensed consolidated financial statements include the accounts of First
      Robinson Financial Corporation (the “Company”) and its wholly owned subsidiary,
      First Robinson Savings Bank, National Association (the “Bank”). All significant
      intercompany accounts and transactions have been eliminated in consolidation.
      The accompanying condensed consolidated financial statements are unaudited
      and
      should be read in conjunction with the consolidated financial statements and
      notes thereto included in the Company’s Form 10-KSB filed with the Securities
      and Exchange Commission. The accompanying unaudited interim condensed
      consolidated financial statements have been prepared in accordance with the
      rules and regulations for reporting on Form 10-Q and Article 8-03 of Regulation
      of S-X. Accordingly, they do not include information or footnotes necessary
      for
      a complete presentation of financial condition, results of operations, changes
      in stockholders’ equity, and cash flows in conformity with accounting principles
      generally accepted in the United States of America. In the opinion of management
      of the Company, the unaudited condensed consolidated financial statements
      reflect all adjustments (consisting of normal recurring adjustments) necessary
      to present fairly the financial position of the Company at June 30, 2008, the
      results of its operations for the three month periods ended June 30, 2008 and
      2007, the changes in stockholders’ equity for the three month periods ended June
      30, 2008 and 2007, and cash flows for three month periods ended June 30, 2008
      and 2007. The results of operations for those months ended June 30, 2008 are
      not
      necessarily indicative of the results to be expected for the full
      year.





The
      Condensed Consolidated Balance Sheet of the Company, as of March 31, 2008,
      has
      been derived from the audited Consolidated Balance Sheet for the Company as
      of
      that date.





2.
            Newly
                Adopted Accounting
                Pronouncements




Effective
      April 1, 2008, the Company adopted Statement of Financial Standards
      No. 157, *Fair
      Value Measurements* (FAS
      157). FAS 157 defines fair value, establishes a framework for measuring fair
      value and expands disclosures about fair value measurements. FAS 157 has been
      applied prospectively as of the beginning of the year.




FAS
      157
      defines fair value as the price that would be received to sell an asset or
      paid
      to transfer a liability in an orderly transaction between market participants
      at
      the measurement date. FAS 157 also establishes a fair value hierarchy which
      requires an entity to maximize the use of observable inputs and minimize the
      use
      of unobservable inputs when measuring fair value. The standard describes three
      levels of inputs that may be used to measure fair value:





**Level
                1**
            
            Quoted
                prices in active markets for identical assets or
                liabilities**Level
                2**
            
            Observable
                inputs other than Level 1 prices, such as quoted prices for similar
                assets
                or liabilities; quoted prices in markets that are not active; or
                other
                inputs that are observable or can be corroborated by observable market
                data for substantially the full term of the assets or
                liabilities**Level
                3**
            
            Unobservable
                inputs that are supported by little or no market activity and that
                are
                significant to the fair value of the assets or
                liabilities




Following
      is a description of the valuation methodologies used for instruments measured
      at
      fair value on a recurring basis and recognized in the accompanying balance
      sheet.




***Available-for-Sale
      Securities***




The
      fair
      value of available-for-sale securities are determined by various valuation
      methodologies. Where quoted market prices are available in an active market,
      securities are classified within Level 1. The Company has no Level 1 securities.
      If quoted market prices are not available, then fair values are estimated using
      pricing models or quoted prices of securities with similar characteristics.
      Level 2 securities include Obligations of U.S. government corporations and
      agencies, Obligations of states and political subdivisions, mortgage-backed
      securities, and collateralized mortgage obligations. In certain cases where
      Level 1 or Level 2 inputs are not available, securities are classified within
      Level 3 of the hierarchy. The Company has no Level 3 available-for-sale
      securities.


8


FIRST
      ROBINSON FINANCIAL CORPORATION


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




The
      following table presents the Company’s assets that are measured at fair value on
      a recurring basis and the level within the FAS 157 hierarchy in which the fair
      value measurements fall as of June 30, 2008 (in thousands):





**Carrying value at June 30, 2008****Description**
            
            **Fair Value**
            
            **Quoted Prices**
              **in**
              **Active Markets**
              **for Identical**
              **Assets**
              **(Level 1)**
            
            **Significant**
              **Other**
              **Observable**
              **Inputs**
              **(Level 2)**
            
            **Significant**
              **Unobservable**
              **Inputs**
              **(Level 3)**Available-for-sale
                securities
            
            $
            43,013
            
            
            
            
            $
            43,013




The
      Company may be required, from time to time, to measure certain other financial
      assets and liabilities on a nonrecurring basis. These adjustments to fair value
      usually result from application of lower-of-cost-or-market accounting or
      write-downs of individual assets. For assets measured at fair value on a
      nonrecurring basis in the first three months of fiscal 2009 that were still
      held
      on the balance sheet at June 30, 2008, the following table provides the level
      of
      valuation assumptions used to determine each adjustment and the fair value
      of
      the assets at June 30, 2008 (in thousands).




**Carrying value at June 30, 2008****Quoted Prices in**
            
            **Significant****Active Markets**
            
            **Other**
            
            **Significant****for Identical**
            
            **Observable**
            
            **Unobservable****Assets**
            
            **Inputs**
            
            **Inputs****Description**
            
            **Fair Value**
            
            **(Level 1)**
            
            **(Level 2)**
            
            **(Level 3)**Impaired
                loans
            
            $
            164
            
            
            
            
            
            
            
            $
            164




***Impaired
      Loans***




Loans
      for
      which it is probable that the Company will not collect all principal and
      interest due according to contractual terms are measured for impairment in
      accordance with the provisions of Financial Accounting Standard No. 114
      (“FAS 114”) “Accounting by Creditors for Impairment of a Loan.” Allowable
      methods for estimating fair value include using the fair value of the collateral
      or collateral dependent loans or, where a loan is determined not to be
      collateral dependent, using the discounted cash flow method.




If
      the
      impaired loan is identified as collateral dependent, then the fair value method
      of measuring the amount of the impairment is utilized. This method requires
      reviewing an independent appraisal of the collateral and applying a discount
      factor to the value based on management’s estimation process.





In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities – Including an
      Amendment of FASB Statement No. 115* .  This
      Statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value.  Unrealized gains and losses on
      items for which the fair value option has been elected will be reported in
      earnings.  The objective is to improve financial reporting by
      providing entities with the opportunity to mitigate volatility in reported
      earnings caused by measuring related assets and liabilities differently without
      having to apply complex hedge accounting provisions.  This Statement
      is expected to expand the use of fair value measurement, which is consistent
      with the FASB’s long-term measurement objectives for accounting for financial
      instruments.  SFAS No. 159 is effective for fiscal years beginning
      after November 15, 2007.  The Company has not elected the fair value
      option for any financial assets or liabilities as of June 30,
      2008.


9





FIRST
      ROBINSON FINANCIAL CORPORATION


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





3.
            Federal
                Home Loan Bank Stock





The
      Company owns approximately $642,000 of Federal Home Loan Bank
      stock.  During the third quarter of 2007, the Federal Home Loan Bank
      of Chicago received a Cease and Desist Order from their regulator, the Federal
      Housing Finance Board.  The order prohibits capital stock repurchases
      and redemptions until a time to be determined by the Federal Housing Finance
      Board.  With regards to dividends, the Federal Home Loan Bank will
      continue to assess their dividend capacity each quarter and make appropriate
      requests for approval.  Management performed an analysis and deemed
      the investment in FHLB stock was not impaired as of June 30,
      2008.  During the second quarter of 2008, the Federal Home Loan Bank
      reported that they will no longer enter into new master commitments or renew
      existing master commitments to purchase mortgage loans from participating
      financial institutions under the Mortgage Partnership Finance (MPF)
      program.  They will continue to fund new loans under existing master
      commitments through October 31, 2008.  While the Company is currently
      participating in the MPF program, the Company has applied to Freddie Mac as
      an
      avenue for selling loans in the secondary market.





4.
            Authorized
                Share Repurchase Program





On
      July
      24, 2008, the Board of Directors of First Robinson Financial Corporation voted
      to approve the extension and expansion of the repurchase program of its equity
      stock approved on September 18, 2007. The Company may repurchase up to 22,000
      additional shares of the Company’s outstanding common stock in the open market
      or in negotiated private transactions from time to time when deemed appropriate
      by management. The increase represents approximately 5% of the Company’s issued
      and outstanding shares.  As of July 24, 2008, the Company had
      repurchased 20,108 shares of its common stock out of the 25,000 shares that
      had
      been previously authorized for repurchase.  As a result of these
      actions, the Company is currently authorized to repurchase 26,892 shares of
      common stock. The Program, with an original expiration date of September 17,
      2008, has been extended to August 1, 2009 or the earlier of the completion
      of
      the repurchase of the 26,892 shares.





5.
            Stock-based
                Compensation





On
      July
      29, 1998, the stockholders of the Company approved a Stock Option Plan (“SOP”)
      and a Recognition and Retention Plan (“RRP”). Options and restricted shares were
      granted to directors, officers and employees at the fair value of the shares
      as
      of that date. The plans were for a period of ten (10) years with a five year
      vesting period for both plans from the date of the grant. Prior to April 1,
      2006
      the Company accounted for the Plan under the recognition and measurement
      provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock
      Issued to Employees," and related Interpretations.





In
      December 2004, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004),
      "Share Based Payment," which established standards for the accounting for
      transactions in which an entity exchanges its equity instruments for goods
      or
      services, and focuses primarily on accounting for transactions in which an
      entity obtains employee services. The SFAS requires a public entity to measure
      the cost of employee services received in exchange for its equity instruments
      based on the fair value at the grant date (with limited exceptions) and
      recognize that cost over the service period. This statement revises SFAS No.
      123, "Accounting for Stock-Based Compensation," and supersedes APB Opinion
      No.
      25, "Accounting for Stock Issued to Employees." Effective April 1, 2006, the
      Company adopted the provisions of SFAS No. 123 (revised 2004). As a result
      of
      adopting SFAS No. 123R on April 1, 2006, the Company did not record any
      additional compensation expense, as no stock options had been granted in recent
      years and options granted were fully vested prior to adoption. However, on
      April
      1, 2006, the Company reclassified $125,000 of unearned compensation, or 7,231
      shares, related to previously recognized compensation for restricted share
      awards that had been vested as of that date to additional paid-in capital as
      these awards represent equity awards as defined in SFAS No. 123R. The RRP will
      expire July 29, 2008 and the unallocated 7,231 shares will transfer to Treasury
      Stock at that time.


10




FIRST
      ROBINSON FINANCIAL CORPORATION


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





6.
            Earnings
                Per Share for the Three-Month
                Period





Basic
      earnings per share is calculated by dividing net income by the weighted average
      number of common shares outstanding during the period. Diluted earnings per
      share gives effect to the increase in the average shares outstanding which
      would
      have resulted from the exercise of dilutive stock options. As of June 30, 2008,
      all outstanding options had been exercised. Therefore, there is no dilutive
      effect with regards to options for the earnings per share calculation for the
      three month period ended June 30, 2008. The components of basic and diluted
      earnings per share for the three months ended June 30, 2008 and 2007 were
      computed as follows (dollar amounts in thousands except share
      data):





WeightedAverage
            
            Per
                ShareIncome
            
            Shares
            
            AmountFor
                the Quarter Ended June 30, 2008:Basic
                Earnings per Share:Income
                available to common stockholders
            
            $
            174
            
            
            439,605
            
            $
            0.40Effect
                of Dilutive Securities:Incentive
                plan shares
            
            
            
            
            
            15,968Stock
                options
            
            
            
            
            
            —Diluted
                Earnings per Share:Income
                available to common stockholders
            
            $
            174
            
            
            455,573
            
            $
            0.38For
                the Quarter Ended June 30, 2007:Basic
                Earnings per Share:Income
                available to common stockholders
            
            $
            273
            
            
            468,262
            
            $
            0.58Effect
                of Dilutive Securities:Incentive
                plan shares
            
            
            
            
            
            16,004Stock
                options
            
            
            
            
            
            6,653Diluted
                Earnings per Share:Income
                available for common stockholders
            
            $
            273
            
            
            490,919
            
            $
            0.56




7.
            FDIC
                One-time Assessment Credit




Effective
      November 17, 2006, the FDIC implemented a one-time credit of $4.7 billion to
      eligible institutions. The purpose of the credit is to recognize contributions
      made by certain institutions to capitalize the Bank Insurance Fund and Savings
      Association Insurance Fund, which have now been merged into the Deposit
      Insurance Fund. The Bank is an eligible institution and received notice from
      the
      FDIC that its share of the credit was $83,000. As of June 30, 2008, the Bank’s
      remaining credit was $25,000. This amount is not reflected in the accompanying
      financial statements as it represents contingent future credits against future
      insurance assessment payments. As such, the timing and ultimate recoverability
      of the one-time credit may change.




11


FIRST
      ROBINSON FINANCIAL CORPORATION


NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





8.
            Recent
                Accounting Pronouncements





In
      March 2008, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards No. 161 (FAS 161), “Disclosures
      about Derivative Instruments and Hedging Activities — an amendment of FASB
      Statement No. 133.” FAS 161 requires qualitative disclosures about
      objectives and strategies for using derivatives, quantitative disclosures about
      fair value amounts of gain and losses on derivative instruments, and disclosures
      about credit-risk-related contingent features in derivative agreements. FAS
      161
      is effective for fiscal years beginning after November 15, 2008. The
      Company does not expect the implementation of FAS 161 to have a material impact
      on its consolidated financial statements.





In
      December, 2007, the FASB issued Statement of Financial Standards No. 160
      (FAS 160), “Noncontrolling Interests in Consolidated Financial Statements — an
      amendment of ARB No. 51.” FAS 160 requires that a noncontrolling interest
      in a subsidiary be reported separately within equity and the amount of
      consolidated net income specifically attributable to the noncontrolling interest
      be identified in the consolidated financial statements. It also calls for
      consistency in the manner of reporting changes in the parent’s ownership
      interest and requires fair value measurement of any noncontrolling equity
      investment retained in deconsolidation. FAS 160 is effective for fiscal years
      beginning after December 15, 2008. The Company does not expect the
      implementation of FAS 160 to have a material impact on its consolidated
      financial statements.





In
      December 2007, the FASB issued Statement of Financial Accounting Standards
      No. 141(R) (FAS 141(R)), “Business Combinations.” FAS 141(R) will
      significantly change the financial accounting and reporting of business
      combination transactions. FAS 141(R) establishes principles for how an acquirer
      recognizes and measures the identifiable assets acquired, liabilities assumed,
      and any noncontrolling interest in the acquiree; recognizes and measures
      goodwill acquired in the business combination or a gain from a bargain purchase;
      and determines what information to disclose to enable users of the financial
      statements to evaluate the nature and financial effects of the business
      combination. FAS 141(R) is effective for acquisition dates in fiscal years
      beginning after December 15, 2008. The Company does not expect the
      implementation of FAS 141(R) to have a material impact on its consolidated
      financial statements.


12


FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations





Item
      2:





**Forward-Looking
      Statements**





When
      used
      in this filing and in future filings by First Robinson Financial Corporation
      (the “Company”) with the Securities and Exchange Commission, in the Company’s
      press releases or other public or shareholder communications, or in oral
      statements made with the approval of an authorized executive officer, the words
      or phrases “believe,” “expect,” “should,” “would be,” “will allow,” “intends
      to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,”
“estimate,” “project” or similar expressions are intended to identify
“forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995. Examples of forward-looking statements include,
      but are not limited to, estimates with respect to our financial condition,
      results of operations and business that are subject to various factors that
      could cause actual results to differ materially from these estimates and most
      other statements that are not historical in nature. Such statements are subject
      to risks and uncertainties, including but not limited to changes in economic
      conditions in the Company’s market area; legislative/regulatory provisions;
      monetary and fiscal policies of the U.S. Government, including policies of
      the
      U.S. Treasury and the Federal Reserve Board; the quality of composition of
      the
      loan or investment portfolios; changes in accounting principles, policies,
      or
      guidelines; fluctuations in interest rates; deposit flows; demand for loans
      in
      the Company’s market area; real estate values; credit quality and adequacy of
      reserves; competition; customer growth and retention; earnings growth and
      expectations; new products and services; technological factors affecting
      operations, pricing of products and services; and employees; all or some of
      which could cause actual results to differ materially from historical earnings
      and those presently anticipated or projected. References in this filing to
“we,”
“us,” , and “our” refer to the Company and/or the Bank, as the content
      requires.





The
      Company does not undertake, and specifically disclaims any obligation, to update
      any forward-looking statements to reflect occurrences or unanticipated events
      or
      circumstances after the date of such statements.





**Overview**





First
      Robinson Financial Corporation (the “Company”) is the holding company for First
      Robinson Savings Bank, National Association (the “Bank”). The Company is
      headquartered in Robinson, Illinois and operates three full service offices
      and
      one drive-up facility in Crawford County. The Company earned $174,000 for the
      three month period ending June 30, 2008, versus $273,000 in the same period
      of
      2007, a decrease of 36.3%. Earnings were positively impacted by a $48,000,
      or
      4.7%, increase in net interest income after provision for loan losses and a
      $49,000, or 12.8%, increase in non-interest income offset by an increase of
      $221,000, or 21.8%, in non-interest expense. Basic earnings per share for the
      June 30, 2008 three month period were $0.40 per share versus $0.58 per share
      for
      the same period of 2007. Diluted earnings per share reflect incentive plan
      shares and the potential dilutive impact of stock options granted under the
      stock option plan. Diluted earnings per share for the three months ending June
      30, 2008 were $0.38 per share, versus $0.56 per share for the three months
      ending June 30, 2007.





The
      Company’s principal business, through its operating subsidiary, First Robinson
      Savings Bank, National Association (the “Bank”), consists of accepting deposits
      from the general public and investing these funds primarily in loans,
      mortgage-backed securities and other securities. Loans consist primarily of
      loans secured by residential real estate located in our market area, consumer
      loans, commercial loans, and agricultural loans.





The
      Company’s results of operations are dependent primarily on net interest income,
      which is the difference between interest earned on interest-earning assets
      and
      the interest paid on interest-bearing liabilities. Net interest income is a
      function of “interest rate spread,” which is the difference between the average
      yield earned on interest-earning assets and the average rate paid on
      interest-bearing liabilities. The interest rate spread is affected by
      regulatory, economic and competitive factors that influence interest rates,
      loan
      demand and deposit flows. To a lesser extent, the results of operations are
      also
      affected by other income, and general, administrative and other expense, the
      provision for losses on loans and income tax expense. Other income consists
      primarily of service charges and gains (losses) on sales of loans. General,
      administrative and other expense consists primarily of salaries and employee
      benefits, occupancy and office expenses, advertising, data processing expenses
      and the costs associated with being a publicly held company.





Operations
      are significantly affected by prevailing economic conditions, competition and
      the monetary, fiscal and regulatory policies of government agencies. Lending
      activities are influenced by the demand for and supply of housing, competition
      among lenders, the level of interest rates and the availability of funds.
      Deposit flows and costs of funds are influenced by prevailing market rates
      of
      interest, competing investments, account maturities and the levels of personal
      income and savings in the Company’s market area.


13


FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations





Historically,
      the Company’s mission has been to originate loans on a profitable basis to the
      communities served. In seeking to accomplish this mission, the Board of
      Directors and management have adopted a business strategy designed (i) to
      maintain the Bank's capital
      level in excess of regulatory requirements; (ii) to maintain asset quality,
      (iii) to maintain, and if possible, increase earnings; and (iv) to manage
      exposure to changes in interest rates.





**Business
      Strategy and Recent Events**





First
      Robinson Savings Bank, National Association (the “Bank”), the Company’s
      operating subsidiary, is a
      community-oriented, locally owned financial institution offering
      community-banking services to residents and businesses of Crawford County,
      Illinois, our primary market area. O n
      February 29, 2008, the Bank acquired a commercial building on Kimmel Road near
      the junction of U.S. Route 41 and Hart Street in Vincennes, Indiana. Our goal
      is
      to establish a full service branch office in that location by the fourth quarter
      of calendar 2008, and we recently received regulatory approval to do so. This
      will allow the Bank to move into an area with a population that is nearly double
      that of our current market in Crawford County. We are still committed to growing
      our institution in Crawford County and gaining a larger share of the market,
      however this new location will provide additional opportunities that are still
      within 40 miles of our home office.





Periodically,
      the Board of Directors and management meet to strategically plan for the future.
      We review and discuss both current and new products and services to determine
      their effect on our profitability and customer service. The Board of
      Directors approved the submission of an application to the OCC for fiduciary
      powers and on July 1, 2008, approval of fudiciary powers was received. A trust
      officer will begin employment with the Bank in the later part of July and we
      will begin offering trust services shortly thereafter.  We
      also
      monitor any and all current events and economic trends in our local area that
      could materially impact the Bank’s earnings. At the present time, the employment
      market has remained stable in Crawford County and economic trends in the area
      also appear stable, although such trends are inherently difficult to predict.





The
      strategic plan identifies the most critical issue to our success as consistent
      earnings. Net earnings have remained relatively consistent. A positive factor
      in
      maintaining consistent earnings is the Bank’s overall asset quality, which is
      strong. The Bank continues to offer fixed rate residential real estate mortgages
      through programs with the Federal Home Loan Bank of Chicago (“FHLB”) and USDA
      Rural Development. However, the FHLB originally stated, per Exhibit 99.1 on
      Form
      8-K as furnished with the Securities and Exchange Commission on April 28, 2008,
      that as of July 31, 2008, they would no longer be purchasing residential real
      estate mortgages as they are discontinuing their fixed rate program. On June
      10,
      2008, the FHLB furnished to the Securities and Exchange Commission a Report
      on
      Form 8-K indicating they are extending the purchasing of residential real estate
      loans until October 31, 2008. Because of their decision to discontinue the
      program, we are in the process of applying with the Federal Home Loan Mortgage
      Corporation as a conduit for the secondary market for fixed rate residential
      real estate loans.





Our
      Internet banking service, “Netteller” remains very popular and the number of
      customers actively using the service is increasing. It has allowed us to offer
      bill paying, cash management and also direct deposit and payroll services to
      our
      business customers. In January 2007, we began offering “Reward Checking”. The
      deposit product has been very successful, growing to over 1,000 accounts with
      a
      total balance of approximately $11.0 million. The product offers
      higher-than-market interest rates, which can be earned by customers if they
      meet
      specific transaction-based criteria. Our criteria promote the use of our
      internet-based services and technology.





Another
      factor in maintaining consistent earnings is the continued growth in our
      investment brokerage service provided to our customers through PrimeVest
      Financial Services. With the investment brokerage products offered by PrimeVest
      and the investment products the Bank offers, we are able to serve the investment
      needs of our customers and the community.





We
      continue to maintain a strong presence in the community and are pleased to
      be
      the only independent community bank in Robinson, Palestine and Oblong, Illinois.
      To visit First Robinson Savings Bank on the web go to www.frsb.net .


14


FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations





**Asset
      Quality**




***Delinquencies*** .
      When a
      borrower fails to make a required payment on a loan, the Bank attempts to cause
      the delinquency to be cured by contacting the borrower. In the case of loans
      secured by real estate, reminder notices are sent to borrowers. If payment
      is
      late, appropriate late charges are assessed and a notice of late charges is
      sent
      to the borrower. If the loan is between 60-90 days delinquent, the loan will
      generally be referred to the Bank’s legal counsel for collection.




When
      a
      loan becomes more than 90 days delinquent and collection of principal and
      interest is considered doubtful, or is otherwise impaired, the Bank will
      generally place the loan on non-accrual status and previously accrued interest
      income on the loan is charged against current income. Delinquent consumer loans
      are handled in a similar manner as to those described above. The Bank’s
      procedures for repossession and sale of consumer collateral are subject to
      various requirements under applicable consumer protection laws.




The
      following table sets forth the Bank’s loan delinquencies by type, by amount and
      by percentage of type at June 30, 2008.




Loans
                Delinquent For:30-89
                Days(1)
            
            90
                Days and Over(1)
            
            Nonaccrual
            
            Total
                Delinquent LoansNumber
            
            Amount
            
            Percent
              of
                Loan
              Category
            
            Number
            
            Amount
            
            Percent
              of
                Loan
              Category
            
            Number
            
            Amount
            
            Percent
              of
                Loan
              Category
            
            Number
            
            Amount
            
            Percent
              of
                Loan
              Category(Dollars
                in thousands)Real
                Estate:One-
                to four-family
            
            
            9
            
            $
            232
            
            
            0.60
            %
            
            —
            
            
            —
            
            
            —
            
            
            3
            
            $
            115
            
            
            0.30
            %
            
            12
            
            $
            347
            
            
            0.90
            %Commercial
                and agricultural real estate
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            1
            
            
            123
            
            
            0.84
            
            
            1
            
            
            123
            
            
            0.84
            %Consumer
                and other loans
            
            
            7
            
            
            31
            
            
            0.52
            
            
            —
            
            
            —
            
            
            —
            
            
            1
            
            
            9
            
            
            0.15
            
            
            8
            
            
            40
            
            
            0.67
            %State
                & Municipal Gov’t.
            
            
            1
            
            
            51
            
            
            2.18
            
            
            1
            
            
            91
            
            
            3.90
            
            
            —
            
            
            —
            
            
            —
            
            
            2
            
            
            142
            
            
            6.08
            %Commercial
                business and agricultural finance
            
            
            1
            
            
            14
            
            
            0.13
            
            
            —
            
            
            —
            
            
            —
            
            
            1
            
            
            21
            
            
            0.19
            
            
            2
            
            
            35
            
            
            0.32
            %Total
            
            
            18
            
            $
            328
            
            
            0.43
            %
            
            1
            
            
            91
            
            
            0.12
            %
            
            6
            
            $
            268
            
            
            0.35
            %
            
            25
            
            $
            687
            
            
            0.90
            %





(1)
            Loans
                are still accruing.


15


FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations








***Non-Performing
      Assets*** .
      The
      table below sets forth the amounts and categories of non-performing assets
      in
      the Bank’s loan portfolio. Loans are placed on non-accrual status when the
      collection of principal and/or interest become doubtful. Foreclosed assets
      include assets acquired in settlement of loans.





June 30,
            
            March 31,
            
            June 30,2008
            
            2008
            
            2007(In thousands)Non-accruing
                loans:One-
                to four-family
            
            $
            115
            
            $
            143
            
            $
            87Commercial
                and agriculture real estate
            
            
            123
            
            
            126
            
            
            —Consumer
                and other loans
            
            
            9
            
            
            —
            
            
            4Commercial
                business and agricultural finance
            
            
            21
            
            
            23
            
            
            65Total
            
            
            268
            
            
            292
            
            
            156Foreclosed
                assets:One-
                to four-family
            
            
            90
            
            
            16
            
            
            24Total
            
            
            90
            
            
            16
            
            
            24Total
                non-performing assets
            
            $
            358
            
            $
            308
            
            $
            180Total
                as a percentage of total assets
            
            
            0.26
            %
            
            0.23
            %
            
            0.15
            %





Gross
      interest income which would have been recorded had the non-accruing loans been
      current in accordance with their original terms amounted to approximately $5,000
      for the three months ended June 30, 2008 and $3,000 for the three months ended
      June 30, 2007.





***Classified
      Assets*** .
      Federal
      regulations provide for the classification of loans and other assets, such
      as
      debt and equity securities, considered by the Office of the Comptroller of
      the
      Currency (“OCC”) to be of lesser quality, as “substandard,” “doubtful” or
“loss.” An asset is considered “substandard” if it is inadequately protected by
      the current net worth and paying capacity of the obligor or the collateral
      pledged, if any. “Substandard” assets include those characterized by the
“distinct possibility” that the insured institution will sustain “some loss” if
      the deficiencies are not corrected. Assets classified as “doubtful” have all of
      the weaknesses inherent in those classified “substandard” with the added
      characteristic that the weaknesses present make “collection or liquidation in
      full” on the basis of currently existing facts, conditions and values, “highly
      questionable and improbable.” Assets classified as “loss” are those considered
“uncollectible” and of such little value that their continuance as assets
      without the establishment of a specific loss reserve is not
      warranted.





When
      an
      insured institution classifies problem assets as either substandard or doubtful,
      it may establish general allowances for losses in an amount deemed prudent
      by
      management. General allowances represent loss allowances which have been
      established to recognize the inherent risk associated with lending activities,
      but which, unlike specific allowances, have not been allocated to particular
      problem assets. When an insured institution classifies problem assets as “loss,”
it is required either to establish a specific allowance for losses equal to
      100%
      of that portion of the asset so classified or to charge-off such amount. An
      institution’s determination as to the classification of its assets and the
      amount of its valuation allowances is subject to review by the regulatory
      authorities, who may order the establishment of additional general or specific
      loss allowances.





In
      connection with the filing of its periodic reports with the OCC and in
      accordance with its classification of assets policy, the Bank regularly reviews
      loans in its portfolio to determine whether such assets require classification
      in accordance with applicable regulations. On the basis of management’s review
      of its assets, at June 30, 2008, the Bank had classified a total of $428,000
      of
      its assets as substandard and $164,000 as doubtful. At June 30, 2008, total
      classified assets comprised $592,000, or 5.1% of the Bank’s capital, and 0.4% of
      the Bank’s total assets.


16


FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations








***Other
      Loans of Concern*** *.* As of
      June 30, 2008, there were $3.9 million in loans identified, but not classified,
      by the Bank with respect to which known information about the possible credit
      problems of the borrowers or the cash flows of the business have caused
      management to have some doubts as to the ability of the borrowers to comply
      with
      present loan repayment terms and which may result in the future inclusion of
      such items in the non-performing asset categories.





***Allowance
      for Loan Losses*** *.* The
      allowance for loan losses is maintained at a level which, in management’s
      judgment, is adequate to absorb credit losses inherent in the loan portfolio.
      The amount of the allowance is based on management’s evaluation of the
      collectibility of the loan portfolio, including the nature of the portfolio,
      credit concentrations, trends in historical loss experience, specific impaired
      loans and economic conditions. Allowances for impaired loans are generally
      determined based on collateral values. The allowance is increased by a provision
      for loan losses, which is charged to expense and reduced by charge-offs, net
      of
      recoveries.





Real
      estate properties acquired through foreclosure are recorded at the fair market
      value minus 20% of the fair market value if the property is appraised at $50,000
      or less. If the property is appraised at greater than $50,000, then the property
      is recorded at the fair market value less 10% of the market fair value. If
      fair
      value at the date of foreclosure is lower than the balance of the related loan,
      the difference will be charged-off to the allowance for loan losses at the
      time
      of transfer. Valuations are periodically updated by management and if the value
      declines, a specific provision for losses on such property is established by
      a
      charge to operations. At June 30, 2008, the Bank had one real estate property
      acquired through foreclosure.





Although
      management believes that it uses the best information available to determine
      the
      allowance, unforeseen market conditions could result in adjustments and net
      earnings could be significantly affected if circumstances differ substantially
      from the assumptions used in making the final determination. Future additions
      to
      the Bank’s allowance for loan losses will be the result of periodic loan,
      property and collateral reviews and thus cannot be predicted in advance. In
      addition, federal regulatory agencies, as an integral part of the examination
      process, periodically review the Bank’s allowance for loan losses. Such agencies
      may require the Bank to increase the allowance based upon their judgment of
      the
      information available to them at the time of their examination. At June 30,
      2008, the Bank had a total allowance for loan losses of $757,000, representing
      1.01% of the Bank’s loans, net. At March 31, 2008, the Bank’s total allowance
      for loan losses to the Bank’s loans, net was at 0.95%.


17


FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations





The
      distribution of the Bank’s allowance for losses on loans at the dates indicated
      is summarized as follows:




June 30, 2008
            
            March 31, 2008Amount of
              Loan Loss
              Allowance
            
            Loan
              Amounts by
              Category
            
            Percent of
              Loans in Each
              Category to
              Total Loans
            
            Amount of
              Loan Loss
              Allowance
            
            Loan
              Amounts by
              Category
            
            Percent of
              Loans in
              Each
              Category to
              Total Loans(Dollars in thousands)One-
                to four-family
            
            $
            51
            
            $
            38,715
            
            
            50.60
            %
            $
            62
            
            $
            39,024
            
            
            50.21
            %Multi-family
            
            
            —
            
            
            619
            
            
            0.81
            
            
            —
            
            
            618
            
            
            0.80Commercial
                and agricultural real estate
            
            
            471
            
            
            14,593
            
            
            19.07
            
            
            481
            
            
            14,527
            
            
            18.69Construction
                ordevelopment
            
            
            —
            
            
            3,471
            
            
            4.53
            
            
            —
            
            
            2,909
            
            
            3.74Consumer
                and other loans
            
            
            32
            
            
            6,014
            
            
            7.86
            
            
            27
            
            
            6,221
            
            
            8.00State
                and MunicipalGovernments
            
            
            —
            
            
            2,334
            
            
            3.05
            
            
            —
            
            
            2,720
            
            
            3.50Commercial
                business and agricultural finance
            
            
            203
            
            
            10,771
            
            
            14.08
            
            
            157
            
            
            11,710
            
            
            15.06Gross
                Loans
            
            
            
            
            
            76,517
            
            
            100.00
            %
            
            
            
            
            77,729
            
            
            100.00
            %Unallocated
            
            
            —
            
            
            
            
            
            
            
            
            —Deferred
                loan fees
            
            
            
            
            
            (6
            )
            
            
            
            
            
            
            
            (6
            )Undisbursed
                portion of loans
            
            
            
            
            
            (774
            )
            
            
            
            
            
            
            
            (750
            )Total
            
            $
            757
            
            $
            75,737
            
            
            
            
            $
            727
            
            $
            76,973





The
      following table sets forth an analysis of the Bank’s allowance for loan
      losses.





Three
                Months Ended
              June
                30,2008
            
            2007(Inthousands)Balance
                at beginning of period
            
            $
            727
            
            $
            729Charge-offs:One-
                to four-family
            
            
            —
            
            
            4Consumer
                and other loans
            
            
            4
            
            
            4Total
            
            
            4
            
            
            8Recoveries:One-
                to four-family
            
            
            1
            
            
            —Consumer
                and other loans
            
            
            3
            
            
            4Total
            
            
            4
            
            
            4Net
                charge-offs
            
            
            —
            
            
            4Additions
                charged to operations
            
            
            30
            
            
            15Transfer
                for off-balance sheet credit exposure
            
            
            —
            
            
            (20
            )Balance
                at end of period
            
            $
            757
            
            $
            720Ratio
                of net charge-offs during the period toaverage
                loans outstanding during the period
            
            
            0.00
            %
            
            0.01
            %Ratio
                of net charge-offs during the period to average non-performing
                assets
            
            
            0.00
            %
            
            2.23
            %




18


FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations





**Financial
      Condition**





Total
      assets of the Company increased by $2.7 million, or 2.0%, to $136.5 million
      at
      June 30, 2008 from $133.8 million at March 31, 2008. The increase in assets
      was
      primarily due to an increase of $11.5 million, or 36.4%, in available for sale
      securities and an increase of $326,000 in deferred income taxes offset, in
      part,
      by an $8.0 million, or 41.0%, decrease in cash and cash equivalents and a
      decrease of $1.1 million, or 1.5%, loans receivable, net.





The
      total
      decrease in cash and cash equivalents was derived substantially from federal
      funds sold decreasing by $10.3 million, or 59.1%, to $7.1 million at June 30,
      2008 from $17.4 million at March 31, 2007. The decrease resulted from the funds
      being used to purchase additional available-for-sale securities.





Available-for-sale
      investment securities increased to $43.0 million at June 30, 2008 compared
      to
      $31.5 million at March 31, 2008, an $11.5 million increase. The increase
      resulted from the purchase of $14.2 million in mortgage-backed securities and
      the amortization of $16,000 of premiums and discounts on investments offset
      by
      $1.9 million in repayments on mortgage-backed securities and the $822,000
      decrease in the market valuation of the available-for-sale portfolio. The
      investment portfolio is managed to limit the Company's exposure to risk by
      investing primarily in mortgage-backed securities and other securities which
      are
      either directly or indirectly backed by the federal government or a local
      municipal government.





The
      Company's net loan portfolio decreased by $1.1 million to $75.0 million at
      June
      30, 2008 from $76.1 million at March 31, 2008. Loans on one to four-family
      real
      estate decreased by $208,000, or 0.5%; commercial business and agricultural
      finance loans decreased $939,000, or 8.0%; consumer and other loans decreased
      $207,000, or 3.3%; and loans to state and municpal governments decreased
      $386,000, or 14.2%. These decreases were offset, in part, by increases in
      construction and development loans of $562,000, or 19.3%; in commercial
      nonresidential real estate and farmland loans of $66,000, or 0.5%; and an
      increase of $1,000, or 0.2% in loans on multi-family properties.





At
      June
      30, 2008, the allowance for loan losses was $757,000, or 1.01%, of the net
      loan
      portfolio, which increased $30,000 from the allowance for loan losses at March
      31, 2008 at $727,000, or 0.95%, of the net loan portfolio. During the first
      three-months of fiscal 2009, the Company charged off $4,000 of loan losses,
      all
      in consumer and other loans. The chargeoffs of $4,000 were offset by $4,000
      in
      recoveries, all in consumer and other loans. Management reviews the adequacy
      of
      the allowance for loan losses quarterly, and believes that its allowance is
      adequate; however, the Company cannot assure that future chargeoffs and/or
      provisions will not be necessary. See “Asset Quality” for further information on
      delinquencies.





The
      Company had one foreclosed real estate property held for sale at June 30, 2008
      and March 31, 2008. Foreclosed assets are carried at lower of cost or net
      realizable value. The real estate property held March 31, 2008, with a fair
      value of $16,000, was sold for $12,000 during the quarter ended June 30, 2008.
      Also during the quarter, one loan was transferred to other real estate owned
      at
      a fair value of $90,000. The property is being prepared for sale and will be
      listed soon.





Total
      deposits increased by $638,000, or 0.6%, to $104.5 million at June 30, 2008
      from
      $103.9 million at March 31, 2008. The increase in total deposits was due to
      an
      increase of $1.3 million in certificates of deposit and an increase of $487,000
      in savings, NOW, and money market accounts, offset by a decrease of $1.1 million
      in non-interest bearing demand deposits. The growth in certificates of deposit
      can be linked to two new types of certificates being offered, one for 27 months
      and one for 54 months. The customer has one opportunity to adjust the rate
      being
      paid on their certificate during the term of the certificate to the current
      rate
      being offered.





Other
      borrowings consisting entirely of repurchase agreements, increased $2.5 million,
      or 15.4% from $16.3 million at March 31, 2008 to $18.8 million at June 30,
      2008.
      The obligations are secured by mortgage-backed securities and US Government
      agency obligations held in safekeeping at Independent Bankers Bank in
      Springfield, Illinois. At June 30, 2008, the average rate on the repurchase
      agreements was 1.17% compared to 1.37% at March 31, 2008. The rate on
      approximately $17.9 million of the repurchase agreements reprice daily. These
      agreements mature periodically within 24 months.





Advances
      from borrowers for taxes and insurance increased by $52,000 from $149,000 at
      March 31, 2008 to $201,000 at June 30, 2007. Accrued income taxes payable
      increased $39,000. Accrued interest payable decreased by $26,000 and other
      liabilities decreased $110,000 from $1.2 million at March 31, 2008 to $1.1
      million at June 30, 2008.




Stockholders'
      equity at June 30, 2008 was $11.5 million compared to $11.9 million at March
      31,
      2008, a decrease of $395,000, or 3.3%. Factors relating to the reduction in
      stockholders’ equity can be attributed to $346,000 in dividends declared and
      paid, offset by the addition of $174,000 in net income and the decrease of
      $514,000 in accumulated other comprehensive income due to the decline in the
      fair value of securities available for sale. The decreases are partially offset
      by the issuance of $164,000 in shares of First Robinson Financial stock relating
      to the exercise of stock options offset by the repurchase of $41,000 in shares
      and the increase in additional paid-in-capital of $168,000 relating to the
      options exercised during the period.


19


FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations





**Results
      of Operations**





**Net
      Interest Income**





For
      the
      three-month period June 30, 2008 net income was $174,000 compared to $273,000
      for the prior comparable period in fiscal 2008. The decrease in income was
      primarily attributed to increases in non-interest expense, as explained below.
      For the three-month period ended June 30, 2008, net interest income totaled
      $1,089,000, an increase of 6.1%, or $63,000, from the same period of 2007.
      Net
      interest income increased in the three-month period ended June 30, 2008 versus
      the comparable period of 2007 primarily due to an increase of $71,000, or 21.0%,
      in interest income from taxable securities and the $58,000, or 305.3%, increase
      in other interest income offset, in part, by the decrease of $59,000, or 4.3%,
      in interest income from loans, the decrease of $3,000, or 12.5%, in tax-exempt
      securities interest income and the decrease of $4,000, or 57.1%, in dividends
      from Federal Home Loan Bank and Federal Reserve Bank stocks. Total interest
      expense had no change from the three months ended June 30, 2008 to June 30,
      2007
      at $734,000. Interest expense on deposits increased $67,000, or 10.9%, for
      the
      three months ended June 30, 2008 to $684,000 from $617,000 for the three months
      ended June 30, 2007. Interest expense on other borrowings decreased by $67,000,
      or 57.3% to $50,000 for the three months ended June 30, 2008 from $117,000
      for
      the same comparible period in 2007.





Total
      average interest earning assets increased by $20.1 million, or 20.0%, to $126.3
      million as of June 30, 2008 from $106.2 million as of June 30, 2007. However,
      the yield on the earning assets decreased by 86 basis points when comparing
      the
      three months ended June 30, 2008 to the same period in 2007. Total average
      interest bearing liabilities for the three months ended June 30, 2008 were
      $108.9 million compared to $88.7 million as of June 30, 2007, an increase of
      $20.2 million, or 22.8%. As was the case with the yield on assets, the cost
      on
      the average interest bearing liabilities decreased by 62 basis points. For
      the
      three-month period ended June 30, 2008, the net interest spread decreased 24
      basis points to 3.08% versus 3.32% in the comparable period of
      2007.





The
      average daily loan balances for the quarter ended June 30, 2008 increased $2.4
      million, or 3.3%, to $75.4 million versus $73.3 million for the same period
      of
      2007. During the same period, loan interest income decreased by $59,000, or
      4.3%, to $1.3 million versus $1.4 million during the quarter ended June 30,
      2007. The yield on loans decreased 55 basis points to 6.97% from 7.52% when
      comparing the June 30, 2008 quarter to the June 2007 quarter.





Other
      interest income and income from investment securities increased $126,000, or
      33.1%, from $381,000 in the first quarter of fiscal year 2008 to $507,000 in
      the
      first quarter of fiscal year 2009. The increase can be primarily attributed
      to
      an increase of $4.4 million in the average balance of investment securities
      and
      an increase of $13.3 million in interest-earning deposits and federal funds
      sold
      for a total increase of $17.7 million, or 54.8%, from $32.3 million as of June
      30, 2007 to $50.1 million as of June 30, 2008. The rate of return on investment
      securities and interest-earning deposits declined 66 basis points from 4.71%
      during the three months ended June 30, 2007 to 4.05% for the three months ended
      June 30, 2008.





Dividends
      received from Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”)
      stocks decreased by $4,000, or 57.1%, when comparing the June 2008 quarter
      to
      the June 2007 quarter. The rate of return on the FRB stock increased 13 basis
      points to 6.13% for June 2008 quarter to compared to the June 2007 quarter
      due
      to the increase of $3,000 in the average balance of FRB stock. The FHLB Chicago
      paid no dividends during the quarter ended June 30, 2008. On September 26,
      2007,
      the Company received a letter from the FHLB of Chicago regarding a Consent
      Cease
      and Desist Order they were issued from their regulator, the Federal Housing
      Finance Board. The Order prohibits the FHLB of Chicago from repurchasing or
      redeeming any of its capital stock without prior approval from their regulator.
      The Order also proposes that the declaration of a dividend by the FHLB of
      Chicago on its capital stock be subject to prior written approval. The Company
      can make no prediction as to if or when the FHLB will resume dividend payments.


20







FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations





On
      an
      average daily basis, total interest-bearing deposits increased $15.4 million,
      or
      19.8%, to $93.1 million for the three-month period ended June 30, 2008, versus
      $77.7 million in the same period in 2007. The average cost of funds decreased
      24
      basis points to 2.94% for the June 2008 quarter versus the June 2007 quarter
      at
      3.18%. Interest expense on deposits could continue to increase due to the
      popularity of our new checking account product, “Reward Checking” and our
      27-month and 54-month step-up CD’s introduced in February 2007.





There
      were no long-term nor overnight Federal Home Loan Bank (“FHLB”) borrowings for
      the June 2008 quarter nor the June 2007 quarter. The Company had a decrease
      of
      $67,000, or 57.3%, in short-term other borrowings interest expense from $117,000
      during the June 2007 quarter to $50,000 in the June 2008 quarter. The short-term
      other borrowings consist of securities sold under agreements to repurchase.
      These agreements mature periodically within 24 months. The average daily balance
      of short-term other borrowings increased $5.0 million, or 45.5%, to $15.9
      million during the June 2008 quarter from $10.9 million during the June 2007
      quarter. The average cost of funds decreased by 299 basis points to 1.26% for
      the June 2008 quarter from 4.25% for the June 2007 quarter.





**Provision
      for Loan Losses**





The
      provision for loan losses was $30,000 for the quarter ended June 30, 2008
      compared to $15,000 for the same period in 2007. The provision for both periods
      reflects management's analysis of the Company's loan portfolio based on the
      information which was available to the Company. Management meets on a quarterly
      basis to review the adequacy of the allowance for loan losses based on Company
      guidelines. Classified loans are reviewed by the loan officers to arrive at
      specific reserve levels for those loans. Once the specific reserve for each
      loan
      is calculated, management calculates general reserves for each loan category
      based on a combination of loss history adjusted for current national and local
      economic conditions, trends in delinquencies and charge-offs, trends in volume
      and term of loans, changes in underwriting standards, and industry conditions.
      While the Company cannot assure that future chargeoffs and/or provisions will
      not be necessary, the Company's management believes that, as of June 30, 2008,
      its allowance for loan losses was adequate.





**Non-Interest
      Income**





Non-interest
      income categories for the three-month periods ended June 30, 2008 and 2007
      are
      shown in the following table:





Three
                Months EndedJune
                30,2008
            
            
            2007
            
            
            %
                Change(In
                thousands)Non-interest
                income:Charges
                and fees on deposit accounts
            
            $
            217
            
            $
            217
            
            
            —
            %Charges
                and other fees on loans
            
            
            44
            
            
            38
            
            
            15.8Net
                gain on sale of loans
            
            
            42
            
            
            31
            
            
            35.5Other
            
            
            130
            
            
            98
            
            
            32.7Total
                Non-Interest Income
            
            $
            433
            
            $
            384
            
            
            12.8
            %





The
      increase in gains on the sale of mortgages resulted primarily from an increase
      in the dollar volume of mortgages sold during the three-month period ended
      June
      30, 2008 versus the same period in 2007. During the first quarter of fiscal
      year
      2009, the Company sold $2.7 million in mortgages versus $2.0 million in the
      same
      quarter of fiscal year 2008.





Other
      income consists of normal recurring fee income such as commissions from
      PrimeVest Investment Services, our investment brokerage service, the cash value
      of life insurance recognized, ATM/Debit card interchange income and fees, and
      safe deposit box rent, as well as other income that management classifies as
      non-recurring. Other income increased $32,000 in the three-month period ended
      June 30, 2008 versus the same period of 2007. The primary reason for the
      increase can be attributed to the increase in commissions received from the
      investment brokerage service and the increase in ATM/debit card interchange
      income resulting from the promotion of the use of debit cards in relation to
      “Reward Checking”.


21





FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations





**Non-Interest
      Expense**





Non-interest
      expense categories for the three-month periods ended June 30, 2008, and 2007
      are
      shown in the following table:





Three
                Months EndedJune
                30,2008
            
            2007
            
            %
                Change(In
                thousands)Non-interest
                expense:Compensation
                and employee benefits
            
            $
            732
            
            $
            592
            
            
            23.6
            %Occupancy
                and equipment
            
            
            175
            
            
            150
            
            
            16.7Data
                processing
            
            
            59
            
            
            51
            
            
            15.7Audit,
                legal and other professional
            
            
            50
            
            
            38
            
            
            31.6Advertising
            
            
            45
            
            
            33
            
            
            36.4Telephone
                and postage
            
            
            25
            
            
            25
            
            
            —Loss
                on sale of foreclosed property
            
            
            4
            
            
            —
            
            
            —Other
            
            
            143
            
            
            123
            
            
            16.3Total
                Non-Interest Expense
            
            $
            1,233
            
            $
            1,012
            
            
            21.8
            %





Salaries
      and employee benefits increased $140,000 when comparing the June 2008 and 2007
      quarters primarily due to a $98,000 increase in options exercised, a $19,000
      increase in salaries, an $18,000 increase in market value of the shares held
      in
      the Directors Retirement Plan and an $11,000 increase in costs associated with
      insurance benefits paid by the Company for employees offset, in part, by a
      $3,000 decrease in retirement administrative expenses and a $3,000 decrease
      in
      directors fees. With a trust officer beginning employment in July 2008 and
      the
      establishment of the branch in Vincennes, Indiana, this year, salary and
      employee benefits may increase in the near future. However, as all options
      have
      now been exercised and the option plan is set to expire on July 29th of this
      year, there should be no future expenses associated with options.





The
      increase of $25,000 in occupancy and equipment expense for the three-month
      period reflects an increase in the costs associated with updating and
      maintaining the office buildings. Occupancy and equipment expense could increase
      in the coming year due to the new branch in Vincennes, Indiana.





Data
      processing expenses increased $8,000 due to the cost of keeping up with advances
      in technology.





Audit,
      legal and other professional fees increased primarily due to an increase of
      $8,000 in audit and accounting expenses.





Other
      expense includes miscellaneous operating expenses such as office supplies,
      ATM/Debit card interchange fees, check processing fees, loan expenses, federal
      deposit insurance premiums and assessments by the bank regulators among others.
      The increase of $20,000 in other expenses can be attributed, in part, to the
      increase of $17,000 in costs to a consulting company for ideas in improving
      non-interest income and cutting non-interest expenses.





**Income
      Tax Expense**





Income
      tax expense decreased $25,000, or 22.7%, for the three-months ending June 30,
      2008, compared to the same period in 2007. The combined state and federal income
      tax expense as a percentage of income before income tax expense increased to
      32.8% during the three-month period of 2008 compared to 28.7% during the same
      period in 2007.





**Off-Balance
      Sheet Arrangements**





The
      Company has entered into performance standby and financial standby letters
      of
      credit with various local commercial businesses in the aggregate amount of
      $381,000. The letters of credit are collateralized and underwritten, as
      currently required by loan policy, in the same manner as any commercial loan.
      The advancement of any funds on these letters of credit is not
      anticipated.




22





FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations





**Liquidity
      and Capital Resources**





The
      Company’s principal sources of funds are deposits and principal and interest
      payments collected on loans, investments and related securities. While scheduled
      loan repayments and maturing investments are relatively predictable, deposit
      flows and early loan prepayments are more influenced by interest rates, general
      economic conditions and competition.





Liquidity
      resources are used principally to meet outstanding commitments on loans, to
      fund
      maturing certificates of deposit and deposit withdrawals and to meet operating
      expenses. The Company anticipates no foreseeable problems in meeting current
      loan commitments **.** At
      June
      30, 2008, outstanding commitments to extend credit, amounted to $16.7 million
      (including $7.7 million, in available revolving and closed-ended commercial
      and
      agricultural lines of credit). **** Management
      believes that loan repayments and other sources of funds will be adequate to
      meet any foreseeable liquidity needs.





The
      Company maintains a $24.9 million line of credit with the FHLB, which can be
      accessed immediately. The Company regularly uses FHLB Letters of Credit as
      security for public unit deposits. The available line of credit with the FHLB
      is
      reduced by the amount of these letters of credit. As of June 30, 2008, $5.7
      million in FHLB letters of credit were pledged. The available line of credit
      with the FHLB is also reduced by $1.5 million for the credit enhancement reserve
      established as a result of the participation in the FHLB Mortgage Partnership
      Finance (“MPF”) program. The Company also maintains a $5.0 million revolving
      line of credit and a $600,000 revolving line of credit with Independent Banker’s
      Bank located in Springfield, Illinois. The Company has also established
      borrowing capabilities at the discount window with the Federal Reserve Bank
      of
      St. Louis.





Liquidity
      management is both a daily and long-term responsibility of management. We adjust
      our investments in liquid assets based upon management's assessment of (i)
      expected loan demand, (ii) expected deposit flows, (iii) yields available on
      interest-bearing investments and (iv) the objectives of its asset/liability
      management program. Excess liquidity generally is invested in interest-earning
      overnight deposits and other short-term government and agency
      obligations.





The
      Company and the Bank are subject to capital requirements of the federal bank
      regulatory agencies which require the Bank to maintain minimum ratios of Tier
      I
      capital to total risk-weighted assets and total capital to risk-weighted assets
      of 4% and 8% respectively. Tier I capital consists of total stockholders’ equity
      calculated in accordance with generally accepted accounting principals less
      intangible assets, and total capital is comprised of Tier I capital plus certain
      adjustments, the only one of which is applicable to the Bank is the allowance
      for loan losses. Risk-weighted assets refer to the on- and off-balance sheet
      exposures of the Bank adjusted for relative risk levels using formulas set
      forth
      by OCC regulations. The Bank is also subject to an OCC leverage capital
      requirement, which calls for a minimum ratio of Tier I capital to quarterly
      average total assets of 3% to 5%, depending on the institution’s composite
      ratings as determined by its regulators. Both the Bank and the Company are
      considered well-capitalized under federal regulations.




23





FIRST
      ROBINSON FINANCIAL CORPORATION


Management’s
      Discussion and Analysis of Financial Condition


And
      Results of Operations




At
      June
      30, 2008 the Bank was in compliance with all of the aforementioned capital
      requirements as summarized below:





To
                be Well CapitalizedUnder
                the PromptFor
                Capital
            
            Corrective
                ActionActual
            
            Adequacy
                Purposes
            
            ProvisionsAmount
            
            Ratio
            
            Amount
            
            Ratio
            
            Amount
            
            RatioTotal
                Risk-Based Capital(to
                Risk-Weighted Assets)
            
            $
            12,569
            
            
            16.43
            %
            $
            6,122
            
            
            8.00
            %
            $
            7,652
            
            
            10.00
            %Tier
                I Capital(to
                Risk-Weighted Assets)
            
            
            11,801
            
            
            15.42
            
            
            3,061
            
            
            4.00
            
            
            4,591
            
            
            6.00Tier
                I Capital(to
                Average Assets)
            
            
            11,801
            
            
            8.78
            
            
            5,377
            
            
            4.00
            
            
            6,721
            
            
            5.00





At
      the
      time of the conversion of the Bank to a stock organization, a special
      liquidation account was established for the benefit of eligible account holders
      and the supplemental account holders in an amount equal to the net worth of
      the
      Bank. This special liquidation account will be maintained for the benefit of
      eligible account holders and the supplemental account holders who continue
      to maintain
      their accounts in the Bank after June 27, 1997. In the unlikely event of a
      complete liquidation, each eligible and the supplemental eligible account
      holders will be entitled to receive a liquidation distribution from the
      liquidation account in an amount proportionate to the current adjusted
      qualifying balances for accounts then held. The Bank may not declare or pay
      cash
      dividends on or repurchase any of its common stock if stockholders’ equity would
      be reduced below applicable regulatory capital requirements or below the special
      liquidation account.




24





FIRST
      ROBINSON FINANCIAL CORPORATION





Item:
      3 **Quantitative
      and Qualitative Disclosures about Market Risk**





Not
      applicable.





Item:
      4 **Controls
      and Procedures**





Any
      control system, no matter how well designed and operated, can provide only
      reasonable (not absolute) assurance that its objectives will be met.
      Furthermore, no evaluation of controls can provide absolute assurance that
      all
      control issues and instances of fraud, if any, have been detected.





**Disclosure
      Controls and Procedures**





The
      Company’s management, with the participation of the Company’s Chief Executive
      Officer and Chief Financial Officer, has evaluated the effectiveness of the
      Company’s disclosure controls and procedures (as such term is defined in Rules
      13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period
      covered by this report. Based upon that evaluation, the Company’s Chief
      Executive Officer and Chief Financial Officer have concluded that, as of June
      30, 2008, the Company’s disclosure controls and procedures were effective to
      provide reasonable assurance that (i) the information required to be disclosed
      in this Report was recorded, processed, summarized and reported within the
      time
      periods specified in the SEC’s rules and forms, and (ii) information required to
      be disclosed by the Company in the reports that it files or submits under the
      Exchange Act is accumulated and communicated to Company’s management, including
      its principal executive and principal financial officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding
      disclosure.





**Internal
      Control Over Financial Reporting**





There
      have been no changes in the Company’s internal control over financial reporting
      (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
      Act) during the fiscal quarter to which this report relates that have materially
      affected, or are reasonably likely to materially affect, the Company’s internal
      control over financial reporting.




25





PART
      II
      OTHER INFORMATION





Item
              1.
            Legal
                Proceedings


None





Item
                1.A.
              Risk
                  Factors


There
      have been no material changes in the Company’s risk factors from those disclosed
      in its Annual Report on Form 10-KSB





Item
              2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds


The
      following table provides information about purchases by the Company for the
      quarter ended June 30, 2008 regarding the Company’s common stock.





PURCHASES
      OF EQUITY SECURITIES BY COMPANY (1)




Period
                
                Total
                    Number ofSharesPurchased
                
                Average
                    Price Paidper Share
                
                Total
                    Number ofShares Purchased asPart of PubliclyAnnounced Plans
                    orPrograms
                
                Maximum
                    Number ofShares that May YetBe Purchased Underthe Plans or
                    Programs4/1/2008
                    - 4/30/2008
                
                
                —
                
                
                —
                
                
                —
                
                
                7,8785/1/2008
                    - 5/31/2008
                
                
                260
                
                $
                35.10
                
                
                260
                
                
                7,6186/1/2008-
                    6/30/2008
                
                
                926
                
                
                35.09
                
                
                926
                
                
                6,692Total
                
                
                1,186
                
                $
                35.09
                
                
                1,186
                
                
                6,692





(1)
      On
      July 24, 2008, the Board of Directors of First Robinson Financial Corporation
      voted to approve the extension and expansion of the repurchase program of its
      equity stock approved on September 18, 2007. The Company may repurchase up
      to
      22,000 additional shares of the Company’s outstanding common stock in the open
      market or in negotiated private transactions from time to time when deemed
      appropriate by management. The increase represents approximately 5% of the
      Company’s issued and outstanding shares.  As of July 24, 2008, the
      Company had repurchased 20,108 shares of its common stock out of the 25,000
      shares that had been previously authorized for repurchase.  As a
      result of these actions, the Company is currently authorized to repurchase
      26,892 shares of common stock. The Program, with an original expiration date
      of
      September 17, 2008, has been extended to August 1, 2009 or the completion of
      the
      repurchase of the 26,892 shares.





Item
              3.
            Defaults
                Upon Senior Executives


None





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


None





Item
              5.
            Other
                Information


None





Item
                6.
            Exhibits




1.
            Exhibit
                31: Section 302 Certifications





2.
            Exhibit
                32: Section 906 Certification




26


SIGNATURES





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




FIRST
                ROBINSON FINANCIALCORPORATIONDate:
            August
                13, 2008
            
            /s/
                Rick L. CattRick
                L. CattPresident
                and Chief Executive OfficerDate:
            August
                13, 2008
            
            /s/
                Jamie E. McReynoldsJamie
                E. McReynoldsChief
                Financial Officer and Vice
                President




27





EXHIBIT
      INDEX





**Exhibit
      No.**




31.1
                Certification
                    by the CEO pursuant to Section 302 of the Sarbanes-Oxley Act
                    of
                    200231.2
                Certification
                    by the CFO pursuant to Section 302 of the Sarbanes-Oxley Act
                    of
                    200232
                Certifications
                    of the CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley
                    Act of
                    2002
  28