SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended:   June 30, 2004
                                       -------------

[ ]  Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

     For the transition period from ________ to ________

                           SEC File Number: 000-50467
                                            ---------


                          SYNERGY FINANCIAL GROUP, INC.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

              New Jersey                               52-2413926
-------------------------------                     ----------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

310 North Avenue East, Cranford, New Jersey               07016
-------------------------------------------               -----
  (Address of principal executive offices)              (Zip Code)

                                 (800) 693-3838
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Number of shares outstanding of common stock as of August 6, 2004:

$0.10 Par Value Common Stock                   12,452,011
----------------------------                   ----------
        Class                              Shares Outstanding

<PAGE>

                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

PART I        FINANCIAL INFORMATION                                                                            Page
------        ---------------------                                                                            ----
<S>                                                                                                            <C>
Item 1.       Financial Statements

              Consolidated Balance Sheets as of June 30, 2004 (unaudited), and
                  December 31, 2003 (audited).....................................................................1

              Consolidated Statements of Income for the three and six months ended June 30, 2004
                  and 2003 (unaudited)............................................................................2

              Consolidated Statement of Changes in Stockholders' Equity for the six months ended
                  June 30, 2004 (unaudited).......................................................................3

              Consolidated Statements of Cash Flows for the six months ended June 30, 2004
                  and 2003 (unaudited)............................................................................4

              Notes to Consolidated Financial Statements (unaudited)..............................................5

Item 2.       Management's Discussion and Analysis of Financial
                  Condition and Results of Operations............................................................13

Item 3.       Quantitative and Qualitative Disclosures about Market Risk.........................................23

Item 4.       Controls and Procedures............................................................................24


PART II       OTHER INFORMATION
-------       -----------------

Item 1.       Legal Proceedings..................................................................................25

Item 2.       Changes in Securities, Use of Proceeds and
                  Issuer Purchases of Equity Securities..........................................................25

Item 3.       Defaults Upon Senior Securities....................................................................25

Item 4.       Submission of Matters to a Vote of Security Holders................................................25

Item 5.       Other Information..................................................................................25

Item 6.       Exhibits and Reports on Form 8-K...................................................................25

Signatures.......................................................................................................27

</TABLE>

<PAGE>

                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                 (In thousands)

<TABLE>
<CAPTION>
                                                          June 30,    December 31,
                                                            2004          2003
                                                         (unaudited)   (audited)
                                                         -----------   ---------
<S>                                                    <C>          <C>
Assets:
Cash and amounts due from banks                          $   4,228    $   4,481
Interest-bearing deposits with banks                         4,631        2,811
                                                         ---------    ---------
Cash and cash equivalents                                    8,859        7,292
Investment securities available-for-sale,
   at fair value                                           153,350      123,779
Investment securities held-to-maturity (fair
   value of $112,935 and $33,216, respectively)            114,345       33,214
Federal Home Loan Bank of New York
   stock, at cost                                            8,874        3,644
Loans receivable, net                                      486,963      434,585
Accrued interest receivable                                  2,653        2,021
Property and equipment, net                                 17,346       17,620
Cash surrender value of officer life insurance               2,414        2,475
Other assets                                                 5,415        3,988
                                                         ---------    ---------
     Total assets                                        $ 800,219    $ 628,618
                                                         =========    =========

Liabilities:
Deposits                                                 $ 520,202    $ 473,535
Federal Home Loan Bank advances                            171,704       72,873
Advance payments by borrowers
   for taxes and insurance                                   1,769        1,582
Accrued interest payable on advances                           275          119
Stock subscriptions payable                                      -       38,322
Dividend payable                                               461            -
Other liabilities                                            1,383        1,259
                                                         ---------    ---------
     Total liabilities                                     695,794      587,690
                                                         ---------    ---------

Commitments and contingencies                                    -             -

Stockholders' equity:
Preferred stock; $.10 par value, 5,000,000 shares
   authorized; issued and outstanding - none                     -            -
Common stock; $.10 par value, 20,000,000 shares
   authorized; issued June 30, 2004 - 12,452,011,
   December 31, 2003 - 3,344,252                             1,245          334
Additional paid-in-capital                                  83,122       15,008
Retained earnings                                           29,311       27,858
Unearned ESOP shares                                        (6,302)      (1,009)
Unearned RSP compensation                                     (892)      (1,011)
Treasury stock acquired for the RSP                           (454)        (103)
Accumulated other comprehensive
   income (loss), net of taxes                              (1,605)        (149)
                                                         ---------    ---------
     Total stockholders' equity                            104,425       40,928
                                                         ---------    ---------
     Total liabilities and stockholders' equity          $ 800,219    $ 628,618
                                                         =========    =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      -1-
<PAGE>

                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                 For the Three Months         For  the Six Months
                                                                     Ended June 30,               Ended June 30,
                                                                     --------------               --------------
                                                                  2004            2003          2004            2003
                                                              (unaudited)     (unaudited)   (unaudited)     (unaudited)
                                                              -----------     -----------   -----------     -----------
<S>                                                        <C>              <C>           <C>             <C>
Interest income:
   Loans, including fees                                     $     6,681      $    6,277    $    13,397     $   12,544
   Investment securities                                           1,652           1,078          3,163          2,275
   Other                                                              24              64             45            108
                                                             -----------      ----------    -----------     ----------
     Total interest income                                         8,357           7,419         16,605         14,927
                                                             -----------      ----------    -----------     ----------
Interest expense:
   Deposits                                                        2,191           2,261          4,285          4,597
   Borrowed funds                                                    630             409          1,106            825
                                                             -----------      ----------    -----------     ----------
     Total interest expense                                        2,821           2,670          5,391          5,422
                                                             -----------      ----------    -----------     ----------
     Net interest income before provision for loan losses          5,536           4,749         11,214          9,505
                                                             -----------      ----------    -----------     ----------
Provision for loan losses                                            336             353            704            470
                                                             -----------      ----------    -----------     ----------
     Net interest income after provision for loan losses           5,200           4,396         10,510          9,035
                                                             -----------      ----------    -----------     ----------
Other income:
   Service charges and other fees on deposit accounts                564             421          1,048            732
   Commissions                                                        18              16             33             51
   Other                                                             (69)            215            103            251
                                                             -----------      ----------    -----------     ----------
     Total other income                                              513             652          1,184          1,034
                                                             -----------      ----------    -----------     ----------
Other expenses:
   Salaries and employee benefits                                  2,239           1,827          4,493          3,689
   Premises and equipment                                            906           1,155          1,915          1,948
   Occupancy                                                         473             456            947            964
   Professional services                                             118             118            246            276
   Advertising                                                       186             197            362            358
   Other operating                                                   319             218            590            428
                                                             -----------      ----------    -----------     ----------
     Total other expenses                                          4,241           3,971          8,553          7,663
                                                             -----------      ----------    -----------     ----------
     Income before income tax expense                              1,472           1,077          3,141          2,406
                                                             -----------      ----------    -----------     ----------
Income tax expense                                                   562             350          1,226            843
                                                             -----------      ----------    -----------     ----------
     Net income                                              $       910      $      727    $     1,915     $    1,563
                                                             ===========      ==========    ===========     ==========

Per share of common stock:
   Basic earnings per share                                  $      0.08      $     0.22           0.18     $     0.48
   Diluted earnings per share                                $      0.08      $     0.22    $      0.18     $     0.48

Basic weighted average shares outstanding                     11,494,581       3,234,866     10,575,334      3,233,946
Diluted weighted average shares outstanding                   11,713,264       3,236,289     10,787,136      3,234,668
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      -2-
<PAGE>

                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
            Consolidated Statement of Changes in Stockholders' Equity
                     For the Six Months Ended June 30, 2004
                  (Dollars in thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                                                      Treasury
                                   Common stock                                                         stock   Accumulated
                                   ------------         Additional              Unearned   Unearned    acquired comprehensive
                                 Shares        Par       paid-in-   Retained      ESOP        RSP      for the  income (loss),
                                 issued        value     capital    earnings     shares   compensation   RSP        net       TOTAL
------------------------------------------------------------------------------------------------------------------------------------

<S>                           <C>             <C>       <C>         <C>       <C>         <C>          <C>      <C>        <C>
BALANCE AT JANUARY 1, 2004     3,344,252       $334      $15,008     $27,858   $(1,009)    $(1,011)     $(103)   $(149)     $40,928
  Net income                           -          -            -       1,915         -           -          -        -        1,915
  Other comprehensive
    income, net of
    reclassification
    adjustment and taxes               -          -            -           -         -           -          -   (1,456)      (1,456)
------------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income                                                                                                      459
------------------------------------------------------------------------------------------------------------------------------------
    Net proceeds of stock
      offering and
      issuance of common
      stock                    9,107,759        911       68,349           -         -           -          -        -       69,260

    Dividends declared                                                  (462)                                                  (462)

    Common stock acquired
       by ESOP (562,873
       shares)                         -          -            -           -    (5,628)          -          -        -       (5,628)
    Common stock held by
       ESOP committed
       to be released
       (48,812 shares)                 -          -          173           -       335           -          -        -          508
    Compensation
      recognized under
      RSP Plan                                    -            -           -         -         119          -        -          119
    Common stock
      repurchased
      for RSP Plan
      (90,614 shares)                                                                                    (759)                 (759)

    Common stock awarded
      by RSP (41,573 shares)                                (408)                                         408                     0

BALANCE AT JUNE 30, 2004      12,452,011     $1,245      $83,122     $29,311   $(6,302)    $  (892)     $(454) $(1,605)    $104,425
====================================================================================================================================
</TABLE>

The accompanying notes are an integral part of these statements.

                                      -3-
<PAGE>

                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                          For the Six Months
                                                                            Ended June 30,
                                                                           2004        2003
                                                                        (unaudited) (unaudited)
                                                                        -----------------------
<S>                                                                   <C>          <C>
Operating activities
   Net income                                                           $   1,915    $   1,563
Adjustments to reconcile net income to net cash
         provided by operating activities
   Depreciation and amortization                                              730          755
   Provision for loan losses                                                  704          470
   Deferred income taxes                                                     (836)          48
   Amortization of deferred loan fees                                           4           30
   Amortization of premiums on investment securities                          772          747
   Release of ESOP shares                                                     335          113
   Compensation under RSP plan                                                119           60
   Increase in accrued interest receivable                                   (632)        (375)
   Increase in other assets                                                  (591)      (1,770)
   Increase (decrease) in other liabilities                                   124         (171)
   Decrease (increase) in cash surrender value of officer life insurance       61         (140)
   Increase (decrease) in accrued interest payable on advances                156          (49)
                                                                        ---------    ---------
Net cash provided by operating activities                                   2,861        1,281
                                                                        ---------    ---------
Investing activities
   Purchase of investment securities held-to-maturity                     (86,110)     (10,650)
   Purchase of investment securities available-for-sale                   (58,664)     (67,661)
   Purchase and principal repayments of investment
     securities held-to-maturity                                            4,778        9,422
   Maturity and principal repayments of investment
     securities available-for-sale                                         27,065       22,748
   Purchase of property and equipment                                        (456)        (934)
   Purchase of FHLB Stock                                                  (5,230)      (1,904)
   Loan originations, net of principal repayments                         (32,970)     (34,649)
   Purchase of loans                                                      (20,115)           -
   Cash consideration paid to acquire First Bank of Central Jersey              -       (2,269)
   Cash and equivalents acquired from First Bank of Central Jersey              -        7,773
                                                                        ---------    ---------
         Net cash used in investing activities                           (171,702)     (78,124)
                                                                        ---------    ---------
Financing activities
   Net increase in deposits                                                46,667       37,019
   Net advances from FHLB                                                  98,831       38,746
   Increase in advance payments by borrowers
     for taxes and insurance                                                  186          192
   Decrease in stock subscriptions payable                                (38,322)           -
   Net proceeds from issuance of common stock                              69,025            -
   Purchase of common stock for ESOP                                       (5,628)           -
   Purchase of treasury stock for the RSP Plan                               (759)        (103)
   Award of RSP stock                                                         408            -
                                                                        ---------    ---------
         Net cash provided by financing activities                        170,408       75,854
                                                                        ---------    ---------
         Net increase (decrease) in cash and cash equivalents               1,567         (989)
Cash and cash equivalents at beginning of year                              7,292        7,886
                                                                        ---------    ---------
Cash and cash equivalents at end of year                                $   8,859    $   6,897
                                                                        =========    =========
Supplemental disclosure of cash flow information
   Cash paid during the year for income taxes                           $   1,095    $     907
                                                                        =========    =========
Interest paid on deposits and borrowed funds                            $   6,654    $   5,130
                                                                        =========    =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      -4-
<PAGE>

                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)


1. BASIS OF FINANCIAL STATEMENT PRESENTATION

The  accounting   policies  followed  by  Synergy  Financial  Group,  Inc.  (the
"Company")  conform to accounting  principles  generally  accepted in the United
States of America and to predominant practice within the banking industry.

The consolidated  financial  statements  include the accounts of the Company and
its wholly-owned  subsidiaries,  Synergy Bank, Synergy Financial Services,  Inc.
and Synergy Capital Investments, Inc. All significant inter-company accounts and
transactions have been eliminated in consolidation.

In preparing the financial statements,  management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities,  the
disclosure  of  contingent  assets and  liabilities  at the date of the  balance
sheets,  and the reported  amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

The principal  estimates that are susceptible to significant  change in the near
term relate to the allowance for loan and lease  losses.  The  evaluation of the
adequacy of the allowance for loan and lease losses  includes an analysis of the
individual loans and overall risk characteristics and size of the different loan
portfolios, and takes into consideration current economic and market conditions,
the capability of specific  borrowers to pay specific loan obligations,  as well
as current loan  collateral  values.  However,  actual losses on specific loans,
which also are encompassed in the analysis, may vary from estimated losses.

Statement of Financial  Accounting  Standards (SFAS) No. 131,  Disclosures About
Segments of an Enterprise and Related Information, establishes standards for the
way business  enterprises  report information about operating segments in annual
financial statements.  The Bank has one operating segment and, accordingly,  has
one reportable  segment,  "Community  Banking." All of the Bank's activities are
interrelated,  and each activity is dependent and assessed  based on how each of
the activities of the Bank supports the others. For example,  commercial lending
is  dependent  upon the ability of the Bank to fund itself with retail  deposits
and other borrowings and to manage interest rate and credit risk. This situation
is also similar for  consumer,  residential,  multi-family  and  non-residential
mortgage lending.  Accordingly,  all significant  operating  decisions are based
upon analysis of the Bank as one operating segment.

2. REORGANIZATION AND STOCK CONVERSION

The Company completed its second-step conversion from the mutual holding company
form of organization to a full stock  corporation (the  "Conversion") on January
20, 2004.  Upon  closing,  Synergy,  MHC and the former  Mid-Tier  Stock Holding
Company were eliminated.

The Company  sold  7,035,918  shares of its common  stock in the  Conversion  at
$10.00 per share.  In  addition,  each share of common  stock held by the public
stockholders  of its former  Mid-Tier  Stock Holding  Company was converted into
3.7231  shares of common  stock of the  Company,  resulting  in an  aggregate of
5,416,093  exchange  shares.  Cash  was  issued  in lieu of  fractional  shares.
Accordingly,  the  Company  now has  12,452,011  total  shares of  common  stock
outstanding  following  the  Conversion,  which was the adjusted  maximum of the
estimated valuation range.

                                      -5-

<PAGE>

                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)


3. EARNINGS PER SHARE

Basic  earnings  per share is computed by dividing  income  available  to common
stockholders by the weighted average number of common shares outstanding for the
period.  Diluted  earnings per share reflects the potential  dilution that could
occur if  securities  or other  contracts  to issue  common stock (such as stock
options)  were  exercised  or resulted in the  issuance of common  stock.  These
potentially  dilutive  shares would then be included in the  weighted  number of
shares outstanding for the period using the treasury stock method. Shares issued
and shares  reacquired  during any period are  weighted  for the  portion of the
period that they were outstanding.

The  computation of both basic and diluted  earnings per share includes the ESOP
shares previously  allocated to participants and shares committed to be released
for  allocation  to  participants  and RSP shares  that have vested or have been
allocated to participants.  ESOP and RSP shares that have been purchased but not
committed to be released have not been considered in computing basic and diluted
earnings per share.

The following is a  reconciliation  of the  numerators and  denominators  of the
basic and diluted earnings per share computation for the three months ended June
30, 2004 (dollars in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                    Weighted
                                                                Income            average shares          Per share
                                                              (numerator)         (denominator)             amount
                                                              -----------         -------------             ------
<S>                                                         <C>                   <C>                   <C>
    Basic earnings per share:
       Income available to common stockholders                $     910             11,494,581            $    0.08
       Effect of dilutive common stock equivalents                                     218,683                    -
                                                              ---------             ----------            ---------
    Diluted earnings per share:
    Income available to common stockholders                   $     910             11,713,264            $    0.08
                                                              =========             ==========            =========
</TABLE>


The following is a  reconciliation  of the  numerators and  denominators  of the
basic and diluted  earnings per share  computation for the six months ended June
30, 2004 (dollars in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                    Weighted
                                                                Income            average shares          Per share
                                                              (numerator)         (denominator)             amount
                                                              -----------         -------------             ------
<S>                                                         <C>                   <C>                   <C>
    Basic earnings per share:
       Income available to common stockholders                $   1,915             10,575,334            $    0.18
       Effect of dilutive common stock equivalents                                     211,802                    -
                                                              ---------             ----------            ---------
    Diluted earnings per share:
       Income available to common stockholders                $   1,915             10,787,136            $    0.18
                                                              =========             ==========            =========
</TABLE>

                                      -6-
<PAGE>
                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)

The following is a  reconciliation  of the  numerators and  denominators  of the
basic and diluted earnings per share computation for the three months ended June
30, 2003 (dollars in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                    Weighted
                                                                Income            average shares          Per share
                                                              (numerator)         (denominator)             amount
                                                              -----------         -------------             ------
<S>                                                         <C>                   <C>                   <C>
    Basic earnings per share:
       Income available to common stockholders                $     727              3,234,866            $   0.22
       Effect of dilutive common stock equivalents                                       1,423                   -
                                                              ---------              ---------            --------
    Diluted earnings per share:
       Income available to common stockholders                $     727              3,236,289            $   0.22
                                                              =========              =========            ========
</TABLE>


The following is a  reconciliation  of the  numerators and  denominators  of the
basic and diluted  earnings per share  computation for the six months ended June
30, 2003 (dollars in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                                    Weighted
                                                                Income            average shares          Per share
                                                              (numerator)         (denominator)             amount
                                                              -----------         -------------             ------
<S>                                                         <C>                   <C>                   <C>
    Basic earnings per share:
       Income available to common stockholders                $   1,563              3,233,946            $    0.48
       Effect of dilutive common stock equivalents                                         722                    -
                                                              ---------              ---------            ---------
    Diluted earnings per share:
       Income available to common stockholders                $   1,563              3,234,668            $    0.48
                                                              =========              =========            =========
</TABLE>


4. STOCK-BASED COMPENSATION

The Company's Stock Option Plan and the Restricted  Stock Plan are accounted for
in accordance with the provisions of Accounting  Principles  Board Opinion (APB)
No. 25, Accounting for Stock Issued to Employees, and released  Interpretations.
Accordingly,  no  compensation  expense has been recognized for the stock option
plan.  Expense for the restricted  stock plan in the amount of the fair value of
the common  stock at the date of grant is  recognized  ratable  over the vesting
period. Prior to April 22, 2003, the Company did not have a Stock Option Plan or
a Restricted Stock Plan.

Had an expense for the Company's Stock Option Plan been determined  based on the
fair value at the grant date for the Company's stock options consistent with the
method outlined in SFAS No. 123, the Company's net income and earnings per share
for all expenses  related to stock options and stock  granted in its  Restricted
Stock Plan would have been  reduced  to the pro forma  amounts  that  follow (in
thousands, except per share data):

                                       -7-

<PAGE>
                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                 For the Three Months        For Six Months
                                                                    ended June 30,            ended June 30,
                                                                    --------------            --------------
                                                                   2004        2003           2004        2003
                                                                (unaudited) (unaudited)    (unaudited) (unaudited)
                                                                -----------------------    -----------------------
<S>                                                            <C>          <C>           <C>          <C>
    Net income, as reported                                     $     910    $     727     $  1,915     $   1,563
    Add expense recognized for the restricted stock plan,
       net of related tax effect                                       36           36           71            36
    Less total stock option and restricted stock plan expense,
       determined under the fair value method,
       net of related tax effect                                      (84)         (84)        (167)          (84)
                                                                ---------    ---------     --------     ---------
    Net income, pro forma                                       $     862    $     679     $  1,819     $   1,515
                                                                =========    =========     ========     =========

    Basic earnings per share
       As reported                                              $    0.08    $    0.22     $   0.18     $   0.48
       Pro forma                                                $    0.08    $    0.21     $   0.17     $   0.47
    Diluted earnings per share
       As reported                                              $    0.08    $    0.22     $   0.18     $   0.48
       Pro forma                                                $    0.07    $    0.21     $   0.17     $   0.47
</TABLE>

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   options  price  model  with  the  following   weighted   average
assumptions  used  for  grants  in  2003:  dividend  yield  of  0.00%;  expected
volatility of 29.44 %; risk-free  interest rate of 3.01%;  and, expected life of
five years.

The Company has  established  an Employee Stock  Ownership Plan (ESOP)  covering
eligible employees with one year of service, as defined by the ESOP. The Company
accounts for the ESOP in  accordance  with the  American  Institute of Certified
Public Accountants'  Statement of Position (SOP) No. 93-6, Employers' Accounting
for Employee Stock  Ownership  Plans.  SOP No. 93-6 addresses the accounting for
shares of stock issued to employees by an ESOP.  SOP No. 93-6  requires that the
employer  record  compensation  expense in the amount equal to the fair value of
shares committed to be released from the ESOP to employees.

Compensation  expense for the ESOP is recorded at an amount  equal to the shares
allocated by the ESOP  multiplied by the average fair market value of the shares
during the year. The Company  recognizes  compensation  expense ratably over the
year for the ESOP  shares  to be  allocated  based  upon the  Company's  current
estimate  of the number of shares  expected to be  allocated  by the ESOP during
each calendar year. The difference between the average fair market value and the
cost of the  shares  allocated  by the  ESOP is  recorded  as an  adjustment  to
additional paid-in-capital.

5. RECENT ACCOUNTING PRONOUNCEMENTS

The SEC recently released Staff Accounting Bulletin ("SAB") No. 105, Application
of Accounting  Principles to Loan  Commitments.  SAB 105 provides guidance about
the  measurement  of loan  commitments  recognized  at  fair  value  under  FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
SAB No. 105 also  requires  companies to disclose  their  accounting  policy for
those loan commitments  including  methods and assumptions used to estimate fair
value and associated hedging  strategies.  SAB No. 105 is effective for all loan
commitments  accounted for as  derivatives  that are entered into after June 30,
2004.  The adoption of SAB No. 105 is not expected to have a material  effect on
the Company's consolidated financial statements.

                                      -8-
<PAGE>
                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)

On June 30, 2004,  the  Financial  Accounting  Standards  Board (FASB)  issued a
proposed Statement,  Share-Based Payment an Amendment of FASB Statements No. 123
and  APB  No.  95,  that  addresses  the  accounting  for  share-based   payment
transactions in which an enterprise  receives  employee services in exchange for
(a) equity  instruments of the enterprise or (b)  liabilities  that are based on
the fair value of the enterprise's  equity instruments or that may be settled by
the issuance of such equity instruments. Under the FASB's proposal, all forms of
share-based  payments to employees,  including employee stock options,  would be
treated the same as other forms of  compensation by recognizing the related cost
in the income statement. The expense of the award would generally be measured at
fair value at the grant date.  Current  accounting  guidance  requires  that the
expense  relating  to  so-called  fixed  plan  employee  stock  options  only be
disclosed in the footnotes to the financial  statements.  The proposed Statement
would eliminate the ability to account for share-based compensation transactions
using APB Opinion No. 25, Accounting for Stock Issued to Employees.  The Company
is currently  evaluating this proposed  statement and its effects on its results
of operations.

In  January  2003,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Interpretation No. 46,  Consolidation of Variable Interest Entities (FIN 46). In
general, a variable interest entity (VIE) is a corporation,  partnership,  trust
or any other legal structure used for business purposes that either (a) does not
have equity investors with voting rights or (b) has equity investors that do not
provide sufficient financial resources for the entity to support its activities.
FIN 46 requires  certain VIEs to be consolidated  by the primary  beneficiary if
the  investors  do not  have  the  characteristics  of a  controlling  financial
interest or do not have sufficient  equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
For  public  companies,  the  consolidation   requirements  of  FIN  46  applied
immediately to interest  entities  created after September 15, 2003. In December
2003,  the FASB issued FIN 46R with  respect to VIEs,  which among other  things
revised the  implementation  date for small business  filers to the first fiscal
year or interim  period  ending after  December 15, 2004,  with the exception of
Special Purpose Entities (SPEs). The Bank currently has no SPEs. The adoption of
this  statement  did not have a material  impact on the  financial  condition or
results of operations of the Company.

6. INVESTMENT SECURITIES

The amortized cost,  gross  unrealized  gains and losses,  and fair value of the
Company's  investment  securities available for sale and held to maturity are as
follows (in thousands):


                                             June 30, 2004 (unaudited)
                                      ------------------------------------------
                                                  Gross      Gross
                                     Amortized  unrealized unrealized    Fair
                                        cost      gains      losses      value
                                      --------   --------   --------    --------
Available-for-sale
   U.S. government obligations        $  3,510   $      2   $    (95)   $  3,417
   Mortgage-backed securities
      FHLMC                             92,182         43     (1,591)     90,634
      FNMA                              59,152         63       (887)     58,327
   Equity securities                     1,029          3        (60)        972
                                      --------   --------   --------    --------
             Total                    $155,873   $    111   $ (2,634)   $153,350
                                      ========   ========   ========    ========

                                      -9-

<PAGE>
                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)

                                             June 30, 2004 (unaudited)
                                      ------------------------------------------
                                                  Gross      Gross
                                     Amortized  unrealized unrealized    Fair
                                        cost      gains      losses      value
                                      --------   --------   --------    --------
Held-to-maturity
   Mortgage-backed securities
      FHLMC                           $ 44,833   $      3   $   (892)   $ 43,944
      FNMA                              63,843         29       (548)     63,324
      GNMA                               5,659         49        (51)      5,657
   Other debt securities                    10          -          -          10
                                      --------   --------   --------    --------
             Total                    $114,345   $     81   $ (1,492)   $112,935
                                      ========   ========   ========    ========


                                                December 31, 2003
                                      ------------------------------------------
                                                  Gross      Gross
                                     Amortized  unrealized unrealized    Fair
                                        cost      gains      losses      value
                                      --------   --------   --------    --------
Available-for-sale
   U.S. government obligations        $  3,527   $      9   $    (69)   $  3,467
   Mortgage-backed securities
      FHLMC                             64,136        282       (320)     64,098
      FNMA                              55,332        241       (324)     55,249
   Equity securities                     1,017          3        (55)        965
                                      --------   --------   --------    --------
             Total                    $124,012   $    535   $   (768)   $123,779
                                      ========   ========   ========    ========


                                                  December 31, 2003
                                      ------------------------------------------
                                                  Gross      Gross
                                     Amortized  unrealized unrealized    Fair
                                        cost      gains      losses      value
                                      --------   --------   --------    --------
Held-to-maturity
   Mortgage-backed securities
      FHLMC                            $ 5,623   $    20     $   (84)   $ 5,559
      FNMA                              20,285        69         (98)    20,256
      GNMA                               7,296        95           -      7,391
   Other debt securities                    10         -           -         10
                                       -------   -------     -------    -------
             Total                     $33,214   $   184     $  (182)   $33,216
                                       =======   =======     =======    =======

                                      -10-
<PAGE>
                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)

7. LOANS RECEIVABLE

Major groupings of loans are as follows (in thousands):

                                            June 30,        December 31,
                                             2004              2003
                                           ---------         ---------
Mortgages
   Residential, 1-4 family                 $ 237,208         $ 226,085
   Residential, multi-family                  43,711            33,971
   Non-residential                            77,106            56,694
Automobile                                   119,958           109,277
Commercial                                     8,851             7,838
Credit card                                       54                71
Other loans                                    3,644             3,745
                                           ---------         ---------

Loans receivable                             490,532           437,681
Deferred loan fees and costs                     232               178
Allowance for loan and lease losses           (3,801)           (3,274)
                                           ---------         ---------
Loans receivable, net                      $ 486,963         $ 434,585
                                           =========         =========


A summary  of the  activity  in the  allowance  for loan and lease
losses is as follows (in thousands):

                                                  Six Months Ended
                                              -----------------------
                                               June 30,       June 30,
                                                2004           2003
                                              -------        -------

Balance, beginning of period                  $ 3,274        $ 2,231
Provision for loan and lease losses               704            470
Acquisition of First Bank of Central Jersey         -            824
Recoveries                                        208            219
Loans charged-off                                (385)          (774)
                                              -------        -------

Balance, end of period                        $ 3,801        $ 2,970
                                              =======        =======


8. DEPOSITS

Deposits are summarized as follows (in thousands):

                                       June 30,           December 31,
                                        2004                 2003
                                      --------             --------

Checking accounts                     $ 57,888             $ 45,259
Interest-bearing checking                  457                  708
Money market accounts                  166,879              139,121
Savings and club accounts               73,390               72,061
Certificates accounts                  221,588              216,386
                                      --------             --------
                                      $520,202             $473,535
                                      ========             ========

                                      -11-

<PAGE>
                 SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (unaudited)

9. Federal Home Loan Bank ("FHLB") of New York Advances

1. Short-term FHLB Advances
   ------------------------

Short-term  FHLB advances  generally have  maturities of less than one year. The
details  of  these   advances  are  presented   below  (in   thousands,   except
percentages):

                                                  At or For the Six Months Ended
                                                  ------------------------------
                                                       June 30,     December 31,
                                                         2004            2003
                                                       --------     ------------

Average balance outstanding                          $    37,351     $    35,413
Maximum amount outstanding
    at any month-end during the period                    48,975          69,300
Balance outstanding at period end                         27,200          38,299
Weighted-average interest rate during the period           1.26%           1.21%
Weighted-average interest rate at period end               1.43%           1.17%


2. Long-term FHLB Advances
   -----------------------

At June 30, 2004,  long-term  advances from the FHLB totaled $144,504.  Advances
consist of fixed-rate  advances  that will mature within one to nine years.  The
advances are  collateralized  by FHLB stock and certain first mortgage loans and
mortgage-backed securities.  These advances had a weighted average interest rate
of 2.96%.

As of June 30, 2004 long-term FHLB advances mature as follows (in thousands):

       2004                                                       $    14,214
       2005                                                            23,839
       2006                                                            32,650
       2007                                                            38,000
       2008                                                            28,800
       Thereafter                                                       7,000
                                                                  -----------

                                                                  $   144,504
                                                                  ===========

                                      -12-
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

General

         Management's discussion and analysis of financial condition and results
of  operations  is  intended  to  provide   assistance  in   understanding   our
consolidated  financial condition and results of operations.  The information in
this section should be read with the consolidated  interim financial  statements
and the notes thereto included in this Form 10-Q.

         Our results of operations  are primarily  dependent on our net interest
income.  Net interest  income is a function of the balances of interest  earning
assets  outstanding in any one period, the yields earned on those assets and the
interest paid on deposits and borrowed funds that were  outstanding in that same
period.  To a lesser extent,  our results of operations are also affected by the
relative  levels  of our  other  income  and other  expenses.  Our other  income
consists primarily of fees and service charges and gains (losses) on the sale of
loans  and  investments.  The  other  expenses  consist  primarily  of  employee
compensation  and benefits,  occupancy and equipment  expenses,  data processing
costs,  marketing  costs,  professional  fees,  office  supplies,  telephone and
postage costs. Our results of operations are also significantly  impacted by the
amount of  provisions  for loan and lease losses which,  in turn,  are dependent
upon,  among  other  things,  the size and  makeup of the loan  portfolio,  loan
quality and loan trends.

Forward-Looking Statements

         This report  contains  certain  forward-looking  statements  within the
meaning  of  Section  27A of  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"), and Section 21 E of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act").   The  Company  intends  such   forward-looking
statements  to be  covered by the safe  harbor  provisions  for  forward-looking
statements  contained  in the  Private  Securities  Reform  Act of 1995,  and is
including  this  statement  for the  purpose  of these safe  harbor  provisions.
Forward-looking statements,  which are based on certain assumptions and describe
future  plans,  strategies  and  expectations  of  the  Company,  are  generally
identified  by use of the words  "believe,"  "expect,"  "intend,"  "anticipate,"
"estimate," "project," or similar expressions.  The Company's ability to predict
results  or the  actual  effect  of future  plans or  strategies  is  inherently
uncertain.  Factors which could have a material adverse effect on the operations
of the Company and its subsidiaries  include, but are not limited to, changes in
interest rates,  general economic  conditions,  legislative/regulatory  changes,
monetary and fiscal policies of the U.S.  Government,  including policies of the
U.S.  Treasury and the Federal Reserve Board,  the quality or composition of the
loan  or  investment  portfolios,  demand  for  loan  products,  deposit  flows,
competition,  demand for  financial  services in the  Company's  market area and
accounting  principles and guidelines.  These risks and uncertainties  should be
considered in evaluating  forward-looking  statements and undue reliance  should
not be placed on such statements. Further information concerning the Company and
its business,  including  additional  factors that could  materially  effect the
Company's  financial  results,  is included in the  Company's  filings  with the
Securities and Exchange Commission (the "SEC").

         The  Company  does  not  undertake  - and  specifically  disclaims  any
obligation - to release  publicly the results of any revisions which may be made
to any  forward-looking  statements to reflect events or circumstances after the
date  of  such  statements  or to  reflect  the  occurrence  of  anticipated  or
unanticipated events.

                                      -13-

<PAGE>

Critical Accounting Policies, Judgments and Estimates

       The  accounting  and reporting  policies of the Company  conform with the
accounting  principals  generally  accepted in the United  States of America and
general practices within the financial services industry. The preparation of the
financial statements in conformity with accounting principles generally accepted
in the United  States of  America  requires  management  to make  estimates  and
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.

       Allowance  for Loan and Lease  Losses.  The Company  recognizes  that the
determination  of the  allowance  for loan and lease  losses  involves  a higher
degree  of  judgment  and  complexity  than  its  other  significant  accounting
policies.  The balance in the allowance  for loan losses is determined  based on
management's  review and  evaluation  of the loan  portfolio in relation to past
loss  experience,  the size and composition of the portfolio,  current  economic
events and  conditions,  and other  pertinent  factors,  including  management's
assumptions  as to future  delinquencies,  recoveries  and losses.  All of these
factors may be susceptible to significant  change. To the extent actual outcomes
differ from  management's  estimates,  additional  provisions for loan and lease
losses may be required that would adversely impact earnings in future periods.

       Intangible  Assets.  Intangible  assets,  such as  goodwill  and the core
deposit intangible associated with the January 2003 acquisition of First Bank of
Central Jersey,  are subject to annual  impairment tests and, in the case of the
core deposit intangible,  amortization of the asset through a charge to expense.
To the extent the  outcome of the  impairment  tests  differ  from the  carrying
value,  additional  charges to expense  could be required to reduce the carrying
value, which would adversely impact earnings in future periods.

       Income  Taxes.  Under the  liability  method,  deferred  tax  assets  and
liabilities  are  determined  based  on the  difference  between  the  financial
statement  and tax basis of assets  and  liabilities.  Deferred  tax  assets are
subject to  management's  judgment  based upon  available  evidence  that future
realization is more likely than not. If management  determines  that the Company
may be unable  to  realize  all or part of the net  deferred  tax  assets in the
future,  a direct  charge to income tax  expense  may be  required to reduce the
recorded value of the net deferred tax assets to the expected realizable amount,
thereby impacting earnings.
Comparison of Financial Condition at June 30, 2004 and December 31, 2003

       Assets. Total assets reached $800.2 million on June 30, 2004, an increase
of 27.3 %, or $171.6  million,  from $628.6  million on December 31, 2003.  This
growth is  attributable  to  increases  in the  investment  securities  and loan
portfolios during the six month period.

       Between  December  31,  2003  and June 30,  2004,  investment  securities
increased $110.7 million, or 70.5 %, from $157.0 million to $267.7 million. This
increase  primarily reflects $144.8 million in purchases offset by $31.8 million
in  maturities  and  principal  repayments,   along  with  $772,000  in  premium
amortization.  Additionally, there was a $1.5 million increase in the unrealized
market   value   loss   associated   with   investment   securities   designated
available-for-sale.  At the end of the six-month period ended June 30, 2004, the
Company purchased $50.0 million of investment securities funded with FHLB of New
York   long-term   advances.   This   purchase   consisted  of  federal   agency
mortgage-backed  securities with a weighted  average yield of 4.64%.  The yield,
net of the  cost of  funding,  was  1.65%,  with a net  duration  of 1.6  years.
Investment  securities  purchased  during the six-month  period were exclusively
federal agency issued mortgage-backed securities.

                                      -14-

<PAGE>

         Net loans increased 12.1 %, or $52.4 million, to $487.0 million at June
30, 2004,  from $434.6 million at December 31, 2003.  This growth includes $33.0
million in  originations,  net of  principal  repayments,  and $20.1  million in
purchases,  offset by  amortization  of the  premium on  purchased  loans and an
increase in  provisions  for loan and lease  losses.  The  majority of purchased
loans were in our market area. The most significant growth during the six months
ended June 30, 2004 was in  non-residential  and multi-family  mortgage loans of
$30.2 million, or 33.3 %.

         On June 30, 2004, $490.8 million in total loans were comprised of 26.5%
in  single-family  real estate  loans,  21.6 % in home equity  loans,  24.4 % in
non-residential  and multi-family  mortgage loans,  25.2 % in consumer loans and
1.8 % in commercial  loans.  At the end of the second  quarter of 2004,  Synergy
Bank  expanded its lending  product line to include  commercial  and  industrial
loans via the addition of two experienced  lenders who were previously  employed
by a local  commercial  bank. As a result,  the Company expects to experience an
increase in this loan category in future periods.

         The allowance for loan and lease losses was $3.8 million,  or 0.77 % of
total loans,  at June 30, 2004 as compared to $3.3  million,  or 0.75 % of total
loans, at December 31, 2003. This reflects a provision for loan and lease losses
of $704,000 for the six month  period,  offset by net  charge-offs  of $177,000.
Non-performing assets to total assets was unchanged, at 0.06 %, at June 30, 2004
and December 31, 2003.

         Liabilities.  Total liabilities increased $108.1 million, or 18.4 %, to
$695.8  million at June 30, 2004 from $587.7  million at December 31, 2003.  The
increase  in total  liabilities  resulted  primarily  from an  increase of $46.7
million, or 9.9 %, in deposits and a $98.8 million, or 135.6 %, increase in FHLB
advances,  offset by the  elimination  of $38.3  million in stock  subscriptions
payable.  The balance of the change is attributable to increases associated with
escrow  payments  for taxes and  insurance,  accrued  interest  payable  and the
establishment  of an  obligation  as a  result  of the June  22,  2004  dividend
declaration.

         Deposits  reached $520.2 million at June 30, 2004, an increase of $46.7
million,  or 9.9 %, from the $473.5 million  reported at December 31, 2003. Core
deposits, consisting of checking, savings and money market accounts, represented
57.4 % of total  deposits at June 30, 2004, up from 54.3 % at December 31, 2003.
The majority of deposit growth  consisted of an increase in money market deposit
accounts of $27.8 million or 20.0 % for the six months ended June 30, 2004. This
is primarily the result of successful promotion of this account type.

         The increase in FHLB of New York advances was to fund both the purchase
of investment  securities  and the  origination  of loans during this period.  A
significant  portion of the  increase was  attributable  to the funding of $50.0
million in investment securities purchased at the close of the six-month period.
These  funds had a weighted  average  cost of 2.98 %. It is  projected  that the
deposit flow from existing and new branches will be used to fund the Bank's loan
demand and pay down the balance of FHLB advances.

         Equity.  Stockholders'  equity totaled $104.4 million on June 30, 2004,
an increase of 155.3 %, or $63.5  million,  from $40.9  million on December  31,
2003.  The increase in  stockholders'  equity is largely  attributable  to $69.2
million in net proceeds from the completion of a second-step stock conversion on
January 20, 2004 and $1.9  million in earnings  for the  six-month  period ended
June 30, 2004.  This was chiefly  offset by a $5.3 million  increase in unearned
Employee  Stock  Ownership  Plan  shares,  and a decrease in  accumulated  other
comprehensive  income, net of tax effect, of $1.5 million.  Additionally,  there
was a $462,000  reduction  in  retained  earnings  to reflect  the June 22, 2004
declaration  of a  quarterly  cash  dividend  of $0.04 per  common  share by the
Company's Board of Directors, payable on July 16, 2004 to stockholders of record
on July 8, 2004.

                                      -15-

<PAGE>

Average Balance Sheet.  The following  table sets forth certain  information for
the three months ended June 30, 2004 and 2003.  The average yields and costs are
derived  by  dividing  income or  expense  by the  average  balance of assets or
liabilities,  respectively,  for the periods  presented.  Average  balances  are
derived from daily  average  balances.  The table does not include the allowance
for  loan  and  lease  losses  in the  average  balances  of  loans  receivable.
Management  does not believe  that this causes any material  differences  in the
information presented.

<TABLE>
<CAPTION>
                                                        ------------------------------------------------------------------
                                                                      For the Three Months Ended June 30,
                                                        ------------------------------------------------------------------
                                                                    2004                              2003
                                                        ------------------------------------------------------------------
                                                         Average             Average                             Average
                                                         Balance  Interest  Yield/Cost    Balance   Interest    Yield/Cost
                                                         -------  --------  ----------    -------   --------    ----------
<S>                                                   <C>        <C>        <C>        <C>        <C>         <C>
Interest-earning assets:
 Loans receivable, net(1)                               $459,960   $6,681     5.81%      $358,145   $6,277           7.01%
 Securities(2)                                           211,795    1,652     3.12        138,821    1,078           3.11
 Other interest-earning assets(3)                         10,809       24     0.89          4,153       64           6.16
                                                        --------   ------                --------   ------
     Total interest-earning assets                       682,564    8,357     4.90        501,119    7,419           5.92
Non-interest-earning assets                               29,114                           28,539
                                                        --------                         --------
     Total assets                                       $711,678                         $529,658
                                                        ========                         ========
Interest-bearing liabilities:
 Checking accounts                                       $51,018       $2     0.02        $51,776      $52           0.40
 Savings and club accounts                                72,373       90     0.50         73,735      138           0.75
 Money market accounts                                   158,159      672     1.70         63,525      134           0.84
 Certificates of deposit                                 222,589    1,427     2.56        249,763    1,937           3.10
 FHLB advances                                           100,655      630     2.50         56,909      409           2.87
 Stock Subscriptions Payable                                   -        -     0.00              -        -           0.00
                                                        --------   ------                --------   ------
     Total interest-bearing liabilities                  604,794    2,821     1.87        495,708    2,670           2.15
                                                                   ------                           ------
Non-interest-bearing liabilities                           1,696                            1,559
     Total liabilities                                   606,490                          497,267
Stockholders' equity                                     105,188                           32,391
                                                        --------                         --------
     Total liabilities and stockholders' equity         $711,678                         $529,658
                                                        ========                         ========
Net interest income                                                $5,536                           $4,749
Interest rate spread(4)                                                       3.03%                                  3.77%
                                                                            ======                                 ======
Net yield on interest-earning assets(5)                                       3.24%                                  3.79%
                                                                            ======                                 ======
Ratio of average interest-earning assets to
   average interest-bearing liabilities                                     112.86%                                101.07%
                                                                            ======                                 ======
</TABLE>

----------------
(1)  Non-accruing  loans have been included in loans receivable,  and the effect
     of such inclusion was not material.
(2)  Includes  U.S.  government  obligations,   mortgage-backed  securities  and
     interest-bearing deposits in banks.
(3)  Includes  FHLB  stock  at cost  and  term  deposits  with  other  financial
     institutions.
(4)  Interest rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(5)  Net yield on  interest-earning  assets  represents net interest income as a
     percentage of average interest-earning assets.

                                      -16-
<PAGE>

Average  Balance  Sheet.  (continued)  The  following  table sets forth  certain
information  for the six months ended June 30, 2004 and 2003. The average yields
and costs are  derived by dividing  income or expense by the average  balance of
assets or liabilities, respectively, for the periods presented. Average balances
are  derived  from  daily  average  balances.  The table  does not  include  the
allowance for loan and lease losses in the average balances of loans receivable.
Management  does not believe  that this causes any material  differences  in the
information presented.

<TABLE>
<CAPTION>
                                                        ------------------------------------------------------------------
                                                                      For the Six Months Ended June 30,
                                                        ------------------------------------------------------------------
                                                                    2004                              2003
                                                        ------------------------------------------------------------------
                                                        Average             Average                             Average
                                                        Balance  Interest  Yield/Cost    Balance   Interest    Yield/Cost
                                                        -------  --------  ----------    -------   --------    ----------
<S>                                                  <C>        <C>        <C>        <C>        <C>         <C>
Interest-earning assets:
 Loans receivable, net(1)                              $451,002   $13,397      5.94%     $347,289   $12,544      7.22%
 Securities(2)                                          193,283     3,163      3.27       128,337     2,275      3.55
 Other interest-earning assets(3)                        10,500        45      0.86         4,711       108      4.59
                                                       --------   -------                --------   -------
     Total interest-earning assets                      654,785    16,605      5.07       480,337    14,927      6.22
Non-interest-earning assets                              29,242                            28,565
                                                       --------                          --------
     Total assets                                      $684,027                          $508,902
                                                       ========                          ========
Interest-bearing liabilities:
 Checking accounts                                      $47,946        $4      0.02       $51,255       $54      0.21
 Savings and club accounts                               71,202       176      0.49        71,751       348      0.97
 Money market accounts                                  151,639     1,277      1.68        58,888       400      1.36
 Certificates of deposit                                220,003     2,828      2.57       238,586     3,795      3.18
 FHLB advances                                           84,407     1,083      2.57        52,341       825      3.15
 Stock Subscriptions Payable                             11,603        23      0.40             -         -      0.00
                                                       --------   -------                --------   -------
     Total interest-bearing liabilities                  86,800     5,391      1.84       472,918     5,422      2.29
                                                                  -------                           -------
Non-interest-bearing liabilities                          2,445                             4,206
                                                       --------                          --------
     Total liabilities                                  589,245                           477,027
Stockholders' equity                                     94,782                            31,875
                                                       --------                          --------
     Total liabilities and stockholders' equity        $684,027                          $508,902
                                                       ========                          ========
Net interest income                                               $11,214                            $9,505
Interest rate spread(4)                                                        3.23%                             3.92%
                                                                             ======                            ======
Net yield on interest-earning assets(5)                                        3.43%                             3.96%
                                                                             ======                            ======
Ratio of average interest-earning assets to
   average interest-bearing liabilities                                      111.59%                           101.59%
                                                                             ======                            ======
</TABLE>

-------------
(1)  Non-accruing  loans have been included in loans receivable,  and the effect
     of such inclusion was not material.
(2)  Includes  U.S.  government  obligations,   mortgage-backed  securities  and
     interest-bearing deposits in banks.
(3)  Includes  FHLB  stock  at cost  and  term  deposits  with  other  financial
     institutions.
(4)  Interest rate spread represents the difference between the average yield on
     interest-earning   assets  and  the   average   cost  of   interest-bearing
     liabilities.
(5)  Net yield on  interest-earning  assets  represents net interest income as a
     percentage of average interest-earning assets

                                      -17-
<PAGE>

Comparison of Operating Results for Three Months Ended June 30, 2004 and 2003

         Net Income.  Net income increased by $183,000 to $910,000 for the three
months  ended June 30, 2004  compared to $727,000 for the same period in 2003, a
25.17 % increase. The increase was attributable primarily to a $787,000 increase
in net interest  income and a $17,000  decrease in the  provisions  for loan and
lease losses,  offset by a $139,000 decline in other income, a $270,000 increase
in other  expenses and a $212,000  increase in income tax expense as a result of
higher earnings.

         Net Interest Income. Net interest income grew $787,000,  or 16.57%, for
the three months ended June 30, 2004 compared to the same period in 2003.  Total
interest income increased by $938,000 to $8.4 million for the three months ended
June 30,  2004,  while  total  interest  expense  increased  by $151,000 to $2.8
million for the three months ended June 30, 2004.

         The 12.64%  increase in total  interest  income was  primarily due to a
$181.4 million,  or 36.2%,  increase in the average balance of  interest-earning
assets,  offset by a 102 basis point  decrease in the  average  yield  earned on
these  investments  when  compared  to the same  period of the prior  year.  The
increase in  interest-earning  assets was a direct result of management's growth
strategy.  The decrease in the average yield was primarily attributable to lower
market interest rates, as well as a significant  decline in the dividend paid on
FHLB of New York  stock,  particularly  as our  stock  holdings  have  increased
proportionately with the increased level of advances.

         The 5.66% increase in total interest expense resulted  primarily from a
$109.1 million,  or 22.01%,  increase in the average balance of interest-bearing
liabilities  offset by a 29 basis point  decrease  in the average  cost of funds
when compared to the same period of the prior year.  The decrease in the average
cost of  interest-bearing  liabilities  was  primarily  attributable  to pricing
strategies and lower market interest rates.  The majority of the increase in the
average  balance  of  interest-bearing  liabilities  for  the  2004  period  was
comprised of a $94.6  million,  or 148.97%,  increase in the average  balance of
money market  accounts and a $43.7 million,  or 76.87%,  increase in the average
balance of advances from the Federal Home Loan Bank.

         Provision for Loan and Lease Losses.  We maintain an allowance for loan
and lease losses  through  provisions for loan and lease losses that are charged
to earnings.  The  provision is made to adjust the total  allowance for loan and
lease losses to an amount that represents  management's  best estimate of losses
known and inherent in the loan portfolio at the balance sheet date that are both
probable and  reasonable to estimate.  In estimating the known and inherent loan
losses in the loan  portfolio that are both probable and reasonable to estimate,
management  considers  factors such as an internal  analysis of credit  quality,
general levels of loan  delinquencies,  collateral values, the Bank's historical
loan and lease loss experience, changes in loan concentrations by loan category,
peer group information and economic and market trends affecting our market area.
The  provision  established  for loan  and  lease  losses  each  month  reflects
management's  assessment  of  these  factors  in  relation  to the  level of the
allowance at such time. Management allocates the allowance to various categories
based on its classified  assets,  historical  loan and lease loss experience and
its  assessment  of the  risk  characteristics  of each  loan  category  and the
relative  balances at month end of each loan category.  Management's  estimation
did not change either in estimation methods or assumptions during either period.

         The provision for loan and lease losses decreased by $17,000, or 4.82%,
to $336,000 for the three months ended June 30, 2004 from  $353,000 for the same
period in 2003. Total charge-offs  amounted to $125,000 and recoveries  amounted
to $118,000, resulting in a net charge-off amount of $7,000 for the three months
ended June 30, 2004.  This  represents a decrease in net charge-offs of $288,000
over the same period in 2003.

                                      -18-
<PAGE>

         Other Income.  Other income decreased $139,000,  or 21.32%, to $513,000
for the three  months  ended June 30, 2004  compared  to  $652,000  for the same
period in 2003.  This  unfavorable  comparison  is tempered  by a  $143,000,  or
33.97%,  increase in charges and fees on deposit accounts and a $2,000, or 12.50
%,  increase in  commission  income.  The decline in other  income is  primarily
attributable  to a  $150,650  decrease  in  the  value  of the  bank-owned  life
insurance  ("BOLI")  policy during the three months ended June 30, 2004 compared
to a $160,000 gain during the same period in 2003. The change is attributable to
an exposure to equities  that was favorable in the 2003 period.  Management  has
reallocated  the BOLI  portfolio  to an  interest-bearing  guaranteed  principal
investment   that  should  prevent  further  erosion  of  value  due  to  market
fluctuations.

         Other  Expenses.  Other  expenses  increased  $270,000 or 6.80% to $4.2
million for the three  months  ended June 30, 2004  compared to $4.0 million for
the same period in 2003. The increase was primarily  attributable to a $412,000,
or 22.55%, increase in compensation expense, specifically the Company's Employee
Stock  Ownership  Plan and  customary  employee  merit  increases,  offset  by a
$249,000, or 21.56%, decrease in premises and equipment expenditures.

         Income Tax  Expense.  Income tax  expense  increased  by  $212,000,  or
60.57%,  during the three-  months  ended June 30,  2004 as compared to the same
period in 2003, reflecting higher taxable income for the 2004 period.

Comparison of Operating Results for Six Months Ended June 30, 2004 and 2003

         Net Income.  Net income  increased  by $352,000 to $1.9 million for the
six months  ended June 30, 2004  compared to $1.6 million for the same period in
2003,  a 22.52%  increase.  The increase was  primarily  attributable  to a $1.7
million increase in net interest income and a $150,000 increase in other income,
offset by a $234,000  increase in the  provisions  for loan and lease losses,  a
$890,000  increase  in other  expenses  and a  $383,000  increase  in income tax
expense as a result of higher earnings.

         Net Interest  Income.  Net interest  income during the six months ended
June 30, 2004 was $11.2 million, compared to $9.5 million during the same period
last year,  an increase  of 17.98%.  Total  interest  income  increased  by $1.7
million, to $16.6 million,  while total interest expense decreased by $31,000 to
approximately  $5.4 million,  for the six months ended June 30, 2004 as compared
to the same period of the prior year.  This increase was primarily  attributable
to the growth in assets.

         The 11.24 % increase in total  interest  income was  primarily due to a
$174.4 million,  or 36.32%,  increase in the average balance of interest-earning
assets,  offset by a 114 basis point  decrease in the  average  yield  earned on
these  investments  when  compared  to the same  period of the prior  year.  The
increase in  interest-earning  assets was a direct result of management's growth
strategy.  The decrease in the average yield was primarily attributable to lower
market interest rates, as well as a significant  decline in the dividend paid on
FHLB of New York  stock,  particularly  as our  stock  holdings  have  increased
proportionately with the increased level of advances.

         The 0.60% decline in total interest expense  resulted  primarily from a
46 basis  point  decrease  in the  average  cost of  funds,  offset  by a $114.0
million,  or  24.11%,  increase  in  the  average  balance  of  interest-bearing
liabilities  when compared to the same period of the prior year. The majority of
the increase in the average balance of interest-bearing liabilities for the 2004
period was  comprised of a $92.8  million,  or 157.50%,  increase in the average
balance of money market  accounts and a $32.1  million,  or 61.26 %, increase in
the average balance of advances from the Federal Home Loan Bank. The decrease in
the average

                                      -19-
<PAGE>

cost of  interest-bearing  liabilities  was  primarily  attributable  to pricing
strategies and lower market interest rates.

         Provision for Loan and Lease  Losses.  The provision for loan and lease
losses  increased by $234,000,  or 49.79%,  to $704,000 for the six months ended
June 30,  2004 from  $470,000  for the same  period in 2003.  Total  charge-offs
amounted to $385,280 and  recoveries  amounted to $208,680 for a net  charge-off
amount of $176,600  for the six months ended June 30,  2004.  This  represents a
decrease  in net  charge-offs  of $377,000  when  compared to the same period in
2003. The positive trend is directly  correlated  with the aging of the indirect
automobile loans associated with the former First Bank of Central Jersey.

         Other  Income.  Other income  during the six months ended June 30, 2004
totaled $1.2 million  compared to $1.0 million for the same period in 2003. This
represents an increase of $150,000,  or 14.51%. The increase was attributable to
a  $316,000  increase  in  charges  and fees on  deposit  accounts,  offset by a
$148,000  decline in income,  which are chiefly  associated  with the previously
discussed decrease in the value of the BOLI policy.

         Other  Expenses.  During the six  months  ended  June 30,  2004,  other
expenses  totaled $8.6 million,  compared to $7.7 million for the same period in
2003,  an  increase  of  $890,000,   or  11.61%.   The  increase  was  primarily
attributable to expenses  associated with the Company's  Restricted  Stock Plan,
its Employee  Stock  Ownership  Plan,  customary  employee  merit  increases and
deposit administration  operating losses.  Salaries, wages and employee benefits
increased by $804,000,  or 21.79%, when compared to the same period of the prior
year, to $4.5 million.

         Income Tax  Expense.  Income tax  expense  increased  by  $383,000,  or
45.43%, during the six months ended June 30, 2004 as compared to the same period
in 2003, reflecting higher taxable income for the 2004 period.

                                      -20-

<PAGE>

Liquidity

       The Bank maintains liquid assets at levels it considers  adequate to meet
liquidity needs. The liquidity of the Bank reflects its ability to provide funds
to meet loan requests,  accommodate possible outflows in deposits,  fund current
and  planned   expenditures   and  take   advantage  of  interest   rate  market
opportunities  in  connection  with asset and liability  management  objectives.
Funding of loan  requests,  providing for liability  outflows and  management of
interest rate  fluctuations  require  continuous  analysis in order to match the
maturities  of earning  assets with specific  types of deposits and  borrowings.
Bank  liquidity  is  normally  considered  in terms of the nature and mix of the
Bank's sources and uses of funds.

       The  Bank's  primary   sources  of  liquidity  are  deposits,   scheduled
amortization  and  prepayment  of  loans  and  mortgage-backed   securities.  In
addition,  the Bank invests excess funds in overnight federal funds investments,
which  provide  liquidity.  Its cash and cash  equivalents,  defined as cash and
deposits in other  financial  institutions  with  original  maturities  of three
months or less,  totaled $8.9 million at June 30, 2004. To a lesser extent,  the
earnings and funds provided from operating activities are a source of liquidity.

       Liquidity  management is both a daily and long-term  function of business
management.  While scheduled  principal  repayments on loans and mortgage-backed
securities are a relatively  predictable source of funds, deposit flows and loan
and securities  prepayments  are greatly  influenced by general  interest rates,
economic  conditions  and  competition.  If the Bank  requires  funds beyond its
ability to generate them internally,  it has the ability to obtain advances from
the FHLB of New York, which provides an additional  source of funds. At June 30,
2004, the Bank's  borrowing  limit with the FHLB of New York was $156.2 million,
excluding repurchase  agreement advances.  At June 30, 2004, the Bank had $171.7
million of borrowings outstanding.

       Management is not aware of any trends,  events or uncertainties that will
have  or are  reasonably  likely  to have a  material  effect  on the  Company's
liquidity,  capital or operations nor is it aware of any current  recommendation
by regulatory authorities,  which, if implemented,  would have a material effect
on liquidity,  capital or operations. The total amount of the Bank's commitments
to extend  credit for mortgage and consumer  loans as of June 30, 2004 was $48.8
million,  excluding  commitments on unused lines of credit,  which totaled $21.2
million.

       Management  intends to expand the Bank's branch  network  either  through
opening or acquiring  branch offices.  It currently plans to open six additional
new branch  locations over the next two years. The Bank also intends to actively
consider the  acquisition of local  financial  institutions as part of expanding
its banking operations.  It does not, however, have any current  understandings,
agreements or arrangements for the expansion of its business, other than opening
new branch office locations.

                                      -21-
<PAGE>

The following table discloses the Bank's contractual  obligations as of June 30,
2004:

<TABLE>
<CAPTION>
                                 Total         Less Than    1-3 Years     4-5 Years    After
                                                 1 Year                               5 Years
                                  --------      -------     -------       -------   ------
<S>                              <C>           <C>         <C>           <C>       <C>
FHLB advances (1)                 $171,703      $41,414     $91,489       $38,000   $    -
Rental under operating leases        4,573          282       1,608           470    2,213
                                  --------      -------     -------       -------   ------
Total                             $176,276      $41,696     $93,097       $39,270   $2,213
                                  ========      =======     =======       =======   ======
</TABLE>

-----------------
(1)  At June 30, 2004,  the Bank had $171.7  million of  borrowings  outstanding
     with the FHLB.  At June 30,  2004,  its  borrowing  limit with the FHLB was
     $156.2 million, excluding repurchase agreement advances.

     The following table discloses the Bank's commercial  commitments as of June
30, 2004:

<TABLE>
<CAPTION>
                                    Total         Less Than    1-3 Years     4-5 Years    After
                                                    1 Year                               5 Years
                                     --------      -------     -------       -------   ------
<S>                                 <C>           <C>         <C>           <C>       <C>
Lines of Credit (1)                   $21,200       $   782      $ 11          $ 177     $20,230
Other commitments to extend credit     48,800        48,800         -              -           -
                                      -------       -------      ----          -----     -------
Total                                 $70,000       $49,582      $ 11          $ 177     $20,230
                                      =======       =======      ====          =====     =======
</TABLE>
--------------
(1)  Represents amounts committed to customers.

Regulatory Capital Requirements

         The Bank is subject to federal  regulations that impose certain minimum
capital requirements. Quantitative measures, established by regulation to ensure
capital  adequacy,  require the Bank to maintain  amounts and ratios of tangible
and core capital to adjusted  total assets and of total  risk-basked  capital to
risk-weighted  assets.  On June 30, 2004, the Bank was in compliance with all of
its regulatory capital  requirements.  The following table sets forth the Bank's
capital position and relativity to regulatory requirements as of June 30, 2004:

<TABLE>
<CAPTION>
                                                                  OTS Requirements
                                     ---------------------------------------------------------------------------
                                                                                             Regulatory
                                                                      Minimum           for classification as
                                            Bank actual           capital adequacy        well-capitalized
                                        Amount       Ratio       Amount      Ratio       Amount       Ratio
                                        ------       -----       ------      -----       ------       -----
<S>                                  <C>          <C>         <C>          <C>        <C>          <C>
Total risk-based capital               $90,608      18.68%      $38,813      8.00%      $48,517      10.00%
(to risk-weighted assets)
Tier 1 capital (to risk-weighted        86,807      17.89%        N/A         N/A        29,110       6.00%
assets)
Tier 1 capital (to adjusted total       86,807      10.98%       31,615      4.00%       39,518       5.00%
assets)
Tangible capital (to adjusted total     86,807      10.98%       11,856      1.50%        N/A          N/A
assets)
</TABLE>

                                      -22-

<PAGE>

Impact of Inflation and Changes Prices

         The consolidated financial statements of the Company and notes thereto,
presented  elsewhere  herein,  have been prepared in accordance  with  Generally
Accepted  Accounting  Principles,  which  require the  measurement  of financial
position  and  operating   results  in  terms  of  historical   dollars  without
considering the change in the relative  purchasing  power of money over time and
due to inflation.  The impact of inflation is reflected in the increased cost of
the Company's  operations,  primarily those at the Bank.  Unlike most industrial
companies, nearly all the assets and liabilities of the Bank are financial. As a
result,  interest rates have a greater impact on the Bank's  performance than do
the effects of general levels of inflation.  Interest  rates do not  necessarily
move in the same  direction  or to the same  extent  as the  prices of goods and
services.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Management of Interest Rate Risk and Market Risk

Qualitative Analysis. Because the majority of the Bank's interest-earning assets
and  interest-bearing  liabilities are sensitive to changes in interest rates, a
significant  form of market risk for the Bank is interest  rate risk, or changes
in interest  rates.  The Bank is vulnerable to an increase in interest  rates to
the extent that interest-bearing liabilities mature or reprice more rapidly than
interest-earning  assets.  Our assets include  long-term,  fixed-rate  loans and
investments, while our primary sources of funds are deposits and borrowings with
substantially shorter maturities.  Although having interest-bearing  liabilities
that  reprice  more  frequently  than   interest-earning   assets  is  generally
beneficial to net interest  income during a period of declining  interest rates,
this type of asset/liability mismatch is generally detrimental during periods of
rising interest rates.

The Board of Directors has  established  an Asset and Liability  Management  and
Budget Committee that consists of Directors Scott (Chairman),  De Perez,  Fiore,
LaCorte and Stender.  The Committee  meets  quarterly with  management to review
current investments: average lives, durations and repricing frequencies of loans
and securities;  loan and deposit pricing and production volumes and alternative
funding sources; interest rate risk analysis; liquidity and borrowing needs; and
a variety of other assets and liability management topics. The executive session
of the  Committee is held  monthly  with  Director  Fiore  presiding  and senior
management in attendance.  The results of the quarterly and monthly  meetings of
the  Committee  are  reported  to the full  Board at its  regular  meetings.  In
addition,  the Committee  generally  meets during October and November each year
with  the  goal  of  developing  an  annual  business  and  operating  plan  for
presentation to the full Board.

To reduce the effect of interest rate changes on net interest  income,  the Bank
has  adopted  various  strategies  to  enable  it to  improve  the  matching  of
interest-earning asset maturities to interest-bearing  liability maturities. The
main elements of these strategies include seeking to:

o    originate  loans with  adjustable-rate  features or  fixed-rate  loans with
     short maturities, such as home equity and consumer loans;
o    lengthen the  maturities of time deposits and  borrowings  when it would be
     cost effective through the aggressive pricing and promotion of certificates
     of deposits and utilization of FHLB advances;
o    increase core deposits (i.e.,  transaction and savings accounts) which tend
     to be less interest rate sensitive; and
o    purchase  intermediate  and  adjustable-rate   investment  securities  that
     provide a stable cash flow,  thereby providing  investable funds in varying
     interest rate cycles.

                                      -23-
<PAGE>

Quantitative  Analysis.  Management  actively  monitors its  interest  rate risk
exposure.   The  Bank's   objective  is  to  maintain  a  consistent   level  of
profitability  within  acceptable  risk  tolerances  across  a  broad  range  of
potential  interest  rate  environments.  The Bank  uses the  Office  of  Thrift
Supervision  ("OTS") Net Portfolio  Value (NPV) Model to monitor its exposure to
interest rate risk,  which calculates  changes in net portfolio  value.  Reports
generated from  assumptions  provided and modified by management are reviewed by
the  Asset and  Liability  Management  Committee  and  reported  to the Board of
Directors quarterly. The Interest Rate Sensitivity of Net Portfolio Value Report
shows the degree to which balance  sheet line items and the net portfolio  value
are  potentially  affected by a 100 to 300 basis point  (1/100th of a percentage
point) upward and downward shift (shock) in the Treasury yield curve.

Management of the Company  believes  that there has not been a material  adverse
change in market  risk  during  the three and six month  periods  ended June 30,
2004.

Item 4. Controls and Procedures

         Evaluation  of  disclosure  controls  and  procedures.  Based  on their
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange Act")),
the Company's  principal  executive officer and principal financial officer have
concluded that as of the end of the period  covered by this Quarterly  Report on
Form 10-Q such  disclosure  controls and procedures are effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

         Changes in internal  controls.  During the quarter under report,  there
was no change in the Company's  internal  control over financial  reporting that
has  materially  affected,  or is reasonable  likely to materially  affect,  the
Company's internal control over financial reporting.

                                      -24-

<PAGE>

                           PART II - OTHER INFORMATION

 Item 1. Legal Proceedings.
         -----------------

         The Company and its subsidiaries,  from time to time, may be a party to
routine  litigation,  which  arises in the normal  course of  business,  such as
claims to enforce  liens,  condemnation  proceedings  on properties in which the
Bank, the  wholly-owned  subsidiary of the Company,  holds  security  interests,
claims  involving  the making and  servicing  of real  property  loans and other
issues incident to its business.  There were no lawsuits  pending or known to be
contemplated  at June 30, 2004 that would be expected to have a material  effect
on the Company's operations or income.

Item 2. Changes in  Securities , Use of Proceeds and Issuer  Purchases of Equity
        ------------------------------------------------------------------------
        Securities.
        ----------

         Synergy Financial Group,  Inc. (the "Company"),  the holding company of
Synergy Bank and Synergy  Financial  Services,  Inc.,  completed its second-step
conversion  from the mutual holding company form of organization to a full stock
corporation  (the  "Conversion")  on January 20, 2004.  Upon  completion  of the
conversion,  Synergy,  MHC and the former  Mid-Tier  Stock Holding  Company were
eliminated.

         Shares of the Company commenced trading on Wednesday,  January 21, 2004
on the Nasdaq National  Market.  The stock trades under the symbol "SYNF," which
is the same symbol  formerly used by the Mid-Tier  Stock Holding  Company on the
OTC Bulletin Board.

         The Company's  registration statement on Form S-1 (File No. 333-108884)
registering its common stock, par value $0.10 per share, was declared  effective
by the Securities and Exchange Commission on November 12, 2003. The subscription
offering  commenced on November 20, 2003 and  terminated on December 15, 2003. A
community  offering  commenced on December 18, 2003 and terminated on January 7,
2004. The stock sale occurred on January 20, 2004.

         The Company sold 7,035,918 shares of its common stock in the Conversion
at $10.00 per share for an aggregate  sales price of  $70,359,180.  In addition,
each  share of  common  stock  held by the  public  stockholders  of its  former
Mid-Tier Stock Holding Company were converted into 3.7231 shares of common stock
of the Company, resulting in an aggregate of 5,416,093 exchange shares. Cash was
issued in lieu of fractional shares. Accordingly, the Company now has 12,452,011
total  shares  outstanding  following  the  Conversion,  which was the  adjusted
maximum of the estimated valuation range.

         Net  proceeds of the  offering  were $69.2  million,  reflecting  total
offering expenses of approximately $1.2 million,  including total  underwriter's
fees and  expenses of $425,000.  The net proceeds  have been applied as follows:
(i) $58.0 million was used to make a capital  contribution  to Synergy Bank, for
general  business  purposes,  including  funding  the  origination  of loans and
investments  in  securities;  (ii) $5.6  million  was  loaned  to the  Company's
employee  stock  ownership  plan cash to enable the plan to buy 8% of the shares
sold in the offering;  and (iii) $5.6 million was retained by the Company as its
initial  capitalization  to be used for  general  business  purposes  which  may
include  investment in securities,  repurchasing  shares of the Company's common
stock, or paying cash dividends.  The Company initially has invested the portion
of the proceeds retained by it in intermediate term  mortgage-backed  securities
issued by government sponsored enterprises.

                                      -25-

<PAGE>

<TABLE>
<CAPTION>
                                                 ISSUER PURCHASES OF EQUITY SECURITIES

----------------------------- --------------- ---------------- ------------------------- ----------------------------
           Period               (a) Total       (b) Average      (c) Total Number of       (d) Maximum Number (or
                                Number of     Price Paid per      Shares (or Units)       Approximate Dollar Value)
                                Shares (or    Share (or Unit)    Purchased as Part of     of Shares (or Units) that
                                  Units)                          Publicly Announced     May Yet Be Purchased Under
                                Purchased                         Plans or Programs         the Plans or Programs
----------------------------- --------------- ---------------- ------------------------- ----------------------------
<S>                           <C>             <C>               <C>                       <C>
April 1-30, 2004                    -                -                    -                        120,428
----------------------------- --------------- ---------------- ------------------------- ----------------------------
May 1-31, 2004                      -                -                    -                        120,428
----------------------------- --------------- ---------------- ------------------------- ----------------------------
June 1-30, 2004                     -                -                    -                        120,428
----------------------------- --------------- ---------------- ------------------------- ----------------------------
Total                               -                -                    -
----------------------------- --------------- ---------------- ------------------------- ----------------------------
</TABLE>


1    On June 4, 2003,  Synergy  Financial Group,  Inc.  (Company)  announced its
     plans to purchase  shares of its common  stock in open market  transactions
     for use by the Company's 2003 Restricted Stock Plan.
2    The Company intends to purchase up to 120,428 shares of its common stock.
3    Currently  there is no expiration  date for the repurchase of the Company's
     stock.
4    There has been no expiration  of any plan during the period  covered by the
     table above.
5    The Company has determined not to terminate any plan prior to expiration.

Item 3. Defaults Upon Senior Securities.
        -------------------------------

         None.

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

         None.

Item 5. Other Information.
        -----------------

         None.

Item 6. Exhibits and Reports on Form 8-K.
        --------------------------------

         a) Exhibits:

               31   Certification pursuant toss.302 of the Sarbanes-Oxley Act of
                    2002
               32   Certification pursuant toss.906 of the Sarbanes-Oxley Act of
                    2002


                                      -26-
<PAGE>

         b) Reports on Form 8-K:

         During the quarter  ended June 30, 2004,  the Company filed two reports
on Form 8-K dated April 28, 2004 and June 22, 2004. The Form 8-K dated April 28,
2004 reported the Company's  earnings for the quarter ended March 31, 2004.  The
Form 8-K dated June 22, 2004  announced  that the  Company's  Board of Directors
declared a quarterly  cash  dividend  of $0.04 per common  share at its June 22,
2004 board meeting.  The dividend will be paid on July 16, 2004 to  stockholders
of record on July 8, 2004.

                                      -27-
<PAGE>

                                   SIGNATURES



          Pursuant to the requirements of Sections 13 or 15(d) 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.

                                    SYNERGY FINANCIAL GROUP, INC.



Date: August 16, 2004            By:      /s/John S. Fiore
                                           -------------------------------------
                                           John S. Fiore
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

          Pursuant to the  requirement of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
<S>                                     <C>

/s/John S. Fiore                               /s/Ralph A. Fernandez
-------------------------------------          -------------------------------------------------
John S. Fiore                                  Ralph A. Fernandez
President and Chief Executive Officer          Senior Vice President and Chief Financial Officer
(Principal Executive Officer)                  (Principal Financial and Accounting Officer)

Date: August 16, 2004                          Date: August 16, 2004

</TABLE>

                                      -28-