UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-QSB (Mark One)  X
        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period endedJune 30, 2007 OR  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition period from ___________________ to ___________________  Commission file number0-50969  ROEBLING FINANCIAL CORP, INC.(Exact name of Small Business Issuer as specified in its charter)
   New Jersey
        
        55-0873295(State or other jurisdiction of
incorporation or organization)
        
        (I.R.S. Employer Identification No.)
   Route 130 South and Delaware Avenue, Roebling, New Jersey
        
        08554(Address of principal executive offices)
        
        (Zip Code)
   (609) 499-9400(Issuers telephone number, including area code)
  NA(Former name, former address and former fiscal year, if changed since last report))
  Check whether the Issuer 1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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;  YesxNo o  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  Nox  APPLICABLE ONLY TO CORPORATE ISSUERS:  State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: July 25, 2007  Class
        
        Outstanding$.10 par value common stock
        
        1,712,259 shares
  Transitional Small Business Disclosure format (check one) Yes o Nox      ROEBLING FINANCIAL CORP, INC. FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 2007  INDEX   Page
NumberPART I  FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP, INC.Item 1
        
        Consolidated Financial Statements and Notes Thereto
        
        1  9Item 2.
        
        Managements Discussion and Analysis of Financial
Condition and Results of Operations
        
        10  14Item 3.
        
        Controls and Procedures
        
        14PART II - OTHER INFORMATIONItem 1.
        
        Legal Proceedings
        
        15Item 2.
        
        Unregistered Sales of Equity Securities and Use of Proceeds
        
        15Item 3.
        
        Defaults upon Senior Securities
        
        15Item 4.
        
        Submission of Matters to a Vote of Security Holders
        
        15Item 5.
        
        Other Information
        
        15Item 6.
        
        Exhibits
        
        15  16SIGNATURES
        
        17
       ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION  (Unaudited)  (In thousands, except share data)  June 30,
2007
        
        
        September 30,
2006AssetsCash and due from banks
        
        $
        2,962
        
        
        $
        2,778Interest-bearing deposits
        
        
        617
        
        
        
        603Total cash and cash equivalents
        
        
        3,579
        
        
        
        3,381Securities available for sale
        
        
        32,297
        
        
        
        27,207Securities held to maturity
        
        
        282
        
        
        
        395Loans receivable, net
        
        
        99,610
        
        
        
        94,014Accrued interest receivable
        
        
        700
        
        
        
        647Federal Home Loan Bank of New York stock, at cost
        
        
        501
        
        
        
        575Premises and equipment
        
        
        3,687
        
        
        
        3,833Other assets
        
        
        957
        
        
        
        772Total assets
        
        $
        141,613
        
        
        $
        130,824Liabilities and Stockholders EquityLiabilitiesDeposits
        
        $
        115,944
        
        
        $
        103,683Borrowed funds
        
        
        7,400
        
        
        
        9,300Advances from borrowers for taxes and insurance
        
        
        450
        
        
        
        418Other liabilities
        
        
        1,474
        
        
        
        1,013Total liabilities
        
        
        125,268
        
        
        
        114,414Stockholders equitySerial preferred stock, $0.10 par value; 5,000,000 shares;
authorized none issued
        
        
        
        
        
        
        Common stock; $0.10 par value; 20,000,000 shares
authorized; 1,712,259 issued
        
        
        171
        
        
        
        171Additional paid-in-capital
        
        
        10,379
        
        
        
        10,354Unallocated employee stock ownership plan shares
        
        
        (562
        )
        
        
        (621
        )Unallocated restricted stock plan shares
        
        
        (146
        )
        
        
        (54
        )Stock purchased for deferred compensation plan
        
        
        (151
        )
        
        
        Retained earnings - substantially restricted
        
        
        6,890
        
        
        
        6,815Accumulated other comprehensive loss - unrealized losson securities available for sale, net of tax
        
        
        (236
        )
        
        
        (255
        )Total stockholders equity
        
        
        16,345
        
        
        
        16,410Total liabilities and stockholders equity
        
        $
        141,613
        
        
        $
        130,824See notes to unaudited consolidated financial statements.
   1    ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) (In thousands, except per share data)  For the Three Months Ended
June 30,2007
        
        
        2006Interest income:Loans receivable
        $
        1,635
        
        
        $
        1,453Securities
        
        339
        
        
        
        237Other interest-earning assets
        
        26
        
        
        
        11Total interest income
        
        2,000
        
        
        
        1,701Interest expense:Deposits
        
        807
        
        
        
        459Borrowed funds
        
        79
        
        
        
        110Total interest expense
        
        886
        
        
        
        569Net interest income before provision for loan losses
        
        1,114
        
        
        
        1,132Provision for loan losses
        
        10
        
        
        
        42Net interest income after provision for loan losses
        
        1,104
        
        
        
        1,090Non-interest income:Loan fees and late charges
        
        24
        
        
        
        11Account servicing and other
        
        118
        
        
        
        104Gain on sale of loans
        
        
        
        
        
        1Total non-interest income
        
        142
        
        
        
        116Non-interest expense:Compensation and benefits
        
        616
        
        
        
        573Occupancy and equipment
        
        165
        
        
        
        137Service bureau and data processing
        
        109
        
        
        
        104Other expense
        
        202
        
        
        
        193Total non-interest expense
        
        1,092
        
        
        
        1,007Income before income taxes
        
        154
        
        
        
        199Income taxes
        
        66
        
        
        
        89Net income
        
        88
        
        
        
        110Other comprehensive income, net of tax:Unrealized loss on securities available for sale, net of tax
        
        (95
        )
        
        
        (41
        )Comprehensive income (loss)
        $
        (7
        )
        
        $
        69Earnings per common share:Basic
        $
        0.05
        
        
        $
        0.07Diluted
        $
        0.05
        
        
        $
        0.07Weighted average number of shares outstanding:Basic
        
        1,645
        
        
        
        1,633Diluted
        
        1,655
        
        
        
        1,643See notes to unaudited consolidated financial statements.
    2    ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  (Unaudited)  (In thousands, except per share data)  For the Nine Months Ended
June 30,2007
        
        
        2006Interest income:Loans receivable
        
        $
        4,856
        
        
        $
        4,043Securities
        
        
        936
        
        
        
        724Other interest-earning assets
        
        
        80
        
        
        
        37Total interest income
        
        
        5,872
        
        
        
        4,804Interest expense:Deposits
        
        
        2,270
        
        
        
        1,200Borrowed funds
        
        
        238
        
        
        
        318Total interest expense
        
        
        2,508
        
        
        
        1,518Net interest income before provision for loan losses
        
        
        3,364
        
        
        
        3,286Provision for loan losses
        
        
        42
        
        
        
        102Net interest income after provision for loan losses
        
        
        3,322
        
        
        
        3,184Non-interest income:Loan fees and late charges
        
        
        75
        
        
        
        38Account servicing and other
        
        
        343
        
        
        
        298Gain on sale of loans
        
        
        
        
        
        
        3Total non-interest income
        
        
        418
        
        
        
        339Non-interest expense:Compensation and benefits
        
        
        1,882
        
        
        
        1,632Occupancy and equipment
        
        
        484
        
        
        
        410Service bureau and data processing
        
        
        325
        
        
        
        312Other expense
        
        
        620
        
        
        
        571Total non-interest expense
        
        
        3,311
        
        
        
        2,925Income before income taxes
        
        
        429
        
        
        
        598Income taxes
        
        
        190
        
        
        
        265Net income
        
        
        239
        
        
        
        333Other comprehensive income, net of tax:Unrealized gain (loss) on securities available for sale, net of tax
        
        
        19
        
        
        
        (159
        )Comprehensive income
        
        $
        258
        
        
        $
        174Earnings per common share:Basic
        
        $
        0.15
        
        
        $
        0.20Diluted
        
        $
        0.14
        
        
        $
        0.20Weighted average number of shares outstanding:Basic
        
        
        1,642
        
        
        
        1,631Diluted
        
        
        1,653
        
        
        
        1,639See notes to unaudited consolidated financial statements.
    3    ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY  (Unaudited)  (In thousands)  Common
        
        
        
        
        
        
        
        AccumulatedAdditional
        
        
        
        
        
        
        
        
        
        
        
        Stock for
        
        
        
        
        
        
        
        OtherCommon
        
        
        Paid-in
        
        
        
        Unallocated
        
        
        
        Unallocated
        
        
        
        Deferred
        
        
        
        Retained
        
        
        
        ComprehensiveStock
        
        
        Capital
        
        
        
        ESOP Shares
        
        
        
        RSP Shares
        
        
        
        Compensation
        
        
        
        Earnings
        
        
        
        Income (Loss)
        
        
        
        TotalBalance at September 30, 2006
        
        $
        171
        
        
        $
        10,354
        
        
        $
        (621
        )
        
        $
        (54
        )
        
        
        $
        
        
        
        
        $
        6,815
        
        
        $
        (255
        )
        
        
        $
        16,410Net income for the nine monthsended June 30, 2007
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        239
        
        
        
        
        
        
        
        
        239Dividends paid on common stock
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (164
        )
        
        
        
        
        
        
        
        (164
        )Amortization of ESOP shares
        
        
        
        
        
        
        27
        
        
        
        59
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        86Change in unrealized loss onsecurities available for sale,net of income taxes
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        19
        
        
        
        
        19Common stock acquired by RSP
        
        
        
        
        
        
        (2
        )
        
        
        
        
        
        
        (130
        )
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (132
        )Allocation of RSP shares
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        38
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        38Common stock acquired fordeferred compensation plan
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (151
        )
        
        
        
        
        
        
        
        
        
        
        
        
        (151
        )Balance at June 30, 2007
        
        $
        171
        
        
        $
        10,379
        
        
        $
        (562
        )
        
        $
        (146
        )
        
        
        $
        (151
        )
        
        
        $
        6,890
        
        
        $
        (236
        )
        
        
        $
        16,345
  See notes to unaudited consolidated financial statements.  4    ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS  (Unaudited)  (In Thousands)  For the Nine Months Ended
June 30,2007
        
        
        
        2006Cash flows from operating activities:Net income
        
        
        $
        239
        
        
        
        $
        333Adjustments to reconcile net income to cash provided byoperating activities:Depreciation
        
        
        
        247
        
        
        
        
        205Amortization of premiums and discounts, net
        
        
        
        
        
        
        
        
        8Amortization of deferred loan fees and costs, net
        
        
        
        (39
        )
        
        
        
        (47
        )Provision for loan losses
        
        
        
        42
        
        
        
        
        102Originations of loans held for sale, net of repayments
        
        
        
        (142
        )
        
        
        
        (1,440
        )Gain on sale of loans
        
        
        
        
        
        
        
        
        (3
        )Proceeds from sale of loans held for sale
        
        
        
        142
        
        
        
        
        1,443Increase in other assets
        
        
        
        (109
        )
        
        
        
        (198
        )Increase in accrued interest receivable
        
        
        
        (53
        )
        
        
        
        (67
        )Increase in other liabilities
        
        
        
        461
        
        
        
        
        178Amortization/allocation of ESOP and RSP
        
        
        
        124
        
        
        
        
        82Net cash provided by operating activities
        
        
        
        912
        
        
        
        
        596Cash flows from investing activities:Proceeds from maturities of certificates of deposit
        
        
        
        
        
        
        
        
        300Purchase of securities available for sale
        
        
        
        (12,038
        )
        
        
        
        Proceeds from sales of securities held for sale
        
        
        
        367
        
        
        
        
        Proceeds from payments and maturities of securities available for sale
        
        
        
        6,613
        
        
        
        
        1,637Proceeds from payments and maturities of securities held to maturity
        
        
        
        113
        
        
        
        
        123Loan originations, net of principal repayments
        
        
        
        (5,688
        )
        
        
        
        (12,876
        )Redemption (purchase) of Federal Home Loan Bank stock, net
        
        
        
        74
        
        
        
        
        (36
        )Purchase of premises and equipment
        
        
        
        (101
        )
        
        
        
        (799
        )Net cash used in investing activities
        
        
        
        (10,660
        )
        
        
        
        (11,651
        )Cash flows from financing activities:Net increase in deposits
        
        
        
        12,261
        
        
        
        
        10,352Net (decrease) increase in short-term borrowed funds
        
        
        
        (900
        )
        
        
        
        700Repayment of long-term borrowed funds
        
        
        
        (1,000
        )
        
        
        
        Increase in advance payments by borrowers for taxes and insurance
        
        
        
        32
        
        
        
        
        45Dividends paid
        
        
        
        (164
        )
        
        
        
        (163
        )Purchase of common shares by RSP
        
        
        
        (132
        )
        
        
        
        (71
        )Purchase of common shares for deferred compensation plan
        
        
        
        (151
        )
        
        
        
        Net cash provided by financing activities
        
        
        
        9,946
        
        
        
        
        10,863Net increase (decrease) in cash and cash equivalents
        
        
        
        198
        
        
        
        
        (192
        )Cash and cash equivalents at beginning of period
        
        
        
        3,381
        
        
        
        
        3,075Cash and cash equivalents at end of period
        
        
        $
        3,579
        
        
        
        $
        2,883Supplemental Disclosures of Cash Flow Information:Cash paid for:Interest on deposits and borrowed funds
        
        
        $
        2,506
        
        
        
        $
        1,523Income taxes
        
        
        
        408
        
        
        
        
        301
  See notes to unaudited consolidated financial statements.  5    ROEBLING FINANCIAL CORP, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS  NOTE 1 - BASIS OF PRESENTATION  The accompanying unaudited consolidated financial statements of Roebling Financial Corp, Inc. (the Company) have been prepared in accordance with the instructions for Form 10-QSB.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  However, such information presented reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of the Companys management, necessary for a fair statement of results for the interim period.  The results of operations for the three and nine months ended June 30, 2007, are not necessarily indicative of the results to be expected for the year ending September 30, 2007, or any other future interim period.  The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2006 included in the Companys Annual Report on Form 10-KSB.  NOTE 2  EARNINGS PER SHARE  Basic earnings per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding, adjusted for unearned shares of the Employee Stock Ownership Plan (ESOP).  Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effect of outstanding stock options and compensation grants, if dilutive, using the treasury stock method.  The following is a summary of the Companys earnings per share calculations:  Three Months Ended June 30,
        
        
        
        Nine Months Ended June 30,2007
        
        
        
        2006
        
        
        
        2007
        
        
        
        2006Net income
        
        
        
        $
        87,737
        
        
        
        $
        110,011
        
        
        
        $
        239,126
        
        
        
        $
        332,605Weighted average common sharesoutstanding for computation of basic EPS
        
        
        
        
        1,644,774
        
        
        
        
        1,633,410
        
        
        
        
        1,642,487
        
        
        
        
        1,631,122Common-equivalent shares due to thedilutive effect of stock options and RSP awards
        
        
        
        
        9,999
        
        
        
        
        9,604
        
        
        
        
        10,930
        
        
        
        
        8,191Weighted average common shares forcomputation of diluted EPS
        
        
        
        
        1,654,773
        
        
        
        
        1,643,014
        
        
        
        
        1,653,417
        
        
        
        
        1,639,313Earnings per common share:Basic
        
        
        
        $
        .05
        
        
        
        $
        .07
        
        
        
        $
        .15
        
        
        
        $
        .20Diluted
        
        
        
        
        .05
        
        
        
        
        .07
        
        
        
        
        .14
        
        
        
        
        .20
   6    NOTE 3  STOCK-BASED COMPENSATION  Stock Option Plan  On January 25, 1999, the stockholders of the Company approved a stock option plan (the "1999 Plan"), while on January 30, 2006, the stockholders ratified a 2006 Stock Option Plan (the 2006 Plan), collectively, the Plans.  The Plans authorize the issuance of up to an additional 77,670 and 91,076 shares, respectively, of common stock by the Company upon the exercise of stock options that may be awarded to officers, directors, key employees, and other persons providing services to the Company.  Shares issued on the exercise of options may be authorized but unissued shares, treasury shares or shares acquired on the open market.  The options granted under the Plans constitute either Incentive Stock Options or Non-Incentive Stock Options.  On January 30, 2006 and September 6, 2006, options to purchase 54,642 and 58,800 shares, respectively, were granted pursuant to the Plans.  The options
were granted at an exercise price equal to the fair market value of the Companys common stock on the date of grant, expire not more than 10 years after the date of grant and are immediately exercisable.  The following table summarizes activity under the Plans for the nine months ended June 30, 2007:  Number
Of Shares
        
        
        Weighted Average Exercise PriceOutstanding September 30, 2006
        
        125,870
        
        
        $
        10.641Forfeited
        
        (2,000
        )
        
        
        12.725Outstanding June 30, 2007
        
        123,870
        
        
        $
        10.607
  The following table summarizes all options outstanding as of June 30, 2007, all of which are exercisable:  Weighted Average Number of Shares
        
        Exercise Price
        
        Weighted Average Remaining Contractual Life12,428
        
        $
        3.595
        
        1.7
        years54,642
        
        
        10.000
        
        8.6
        years56,800
        
        
        12.725
        
        9.2
        years123,870
        
        $
        10.607
        
        8.2
        years
  On October 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised), (SFAS 123(R)), Share-Based Payment.  SFAS 123(R) replaces SFAS No. 123 and supersedes Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees.  Under SFAS 123(R), compensation cost is recognized prospectively for new and modified awards over the related vesting period of such awards.  Results for prior periods have not been restated.  Prior to October 1, 2006, the Company accounted for these Plans under the recognition and measurement principles of APB 25 and related interpretations using the intrinsic value method.  In accordance with APB 25, no compensation cost related to these Plans was reflected in net income prior to fiscal 2007, as all options granted under the Plans had an exercise price equal to the market value of the underlying common
stock on the grant date.  If the Company had applied the fair value recognition provisions of Financial Accounting Standards Board Statement No. 123 (SFAS No. 123), Accounting for Stock-Based Compensation, to the option grants, it would have reported net income of $207,240 and basic and diluted earnings per share of $.13 for the nine months ended June 30, 2006.  7    Restricted Stock Plan  On January 25, 1999, the stockholders of the Company approved a restricted stock plan (the "1999 Plan"), while on January 30, 2006, the stockholders ratified a 2006 Restricted Stock Plan (the 2006 Plan), collectively, the Plans. The Plans provide for the award of shares of restricted stock to directors, officers and employees.  The 1999 Plan and the 2006 Plan provide for the purchase of 31,066 and 36,430 shares of common stock, respectively, in the open market to fund such awards.  All of the Common Stock to be purchased by the Plan will be purchased at the fair market value on the date of purchase.  Awards under the Plan are made in recognition of expected future services to the Company by its directors, officers, and key employees responsible for implementation of the policies adopted by the Companys Board of Directors and as a means of providing a further retention
incentive.  Under the 1999 Plan, 18,017 shares were awarded in fiscal 1999.  An additional 2,101, 2,626 and 2,240 shares were awarded in fiscal 2005, fiscal 2006 and the three months ended December 31, 2006, respectively, with a grant-date fair value of $9.75, $9.70 and $12.50 per share, respectively.  The awards vest 20% on the date of grant and 20% each of the next four years.  On January 30, 2006, 13,110 shares were awarded pursuant to the 2006 Plan.  The awards vest 1/3 on the date of grant and 1/3 each of the next two years.  Compensation expense on Plan shares is recognized over the vesting periods based on the market value of the stock on the date of grant.  Recipients of awards receive compensation payments equal to dividends paid prior to the date of vesting within 30 days of each dividend payment date.  Plan expense was approximately $14,000 and $46,000, respectively, for the three and nine-month periods ended June 30, 2007, compared to $13,000 and $73,000 for the same 2006
periods.  Employee Stock Ownership Plan  Effective upon the consummation of the Banks initial stock offering, an Employee Stock Ownership Plan ("ESOP") was established for all eligible employees who had completed a twelve-month period of employment with the Bank and at least 1,000 hours of service, and had attained the age of 21.  The ESOP used $156,800 in proceeds from a term loan to purchase 62,149 shares of Bank common stock during the stock offering.  In fiscal 2004, the ESOP purchased 72,861 shares of common stock in the second-step conversion with the proceeds of a $776,000 loan from the Company, which has a 10-year term and an interest rate of 4.75%.  $47,000 of the proceeds were used to pay off the prior outstanding debt.  Shares purchased with the loan proceeds were initially pledged as collateral for the loans and are held in a suspense account for future allocation among participants.  Contributions to the ESOP and shares released from the suspense account are in an amount proportional to the loan repayment. Shares are allocated among the participants on the basis of compensation, as described by the Plan, in the year of allocation.  The ESOP is accounted for in accordance with Statement of Position 93-6, "Accounting for Employee Stock Ownership Plans," which was issued by the American Institute of Certified Public Accountants in November 1993.  Accordingly, the ESOP shares pledged as collateral are reported as unallocated ESOP shares in the statements of financial condition.  As shares are committed to be released from collateral, the Bank reports compensation expense equal to the current market price of the shares, and the shares become outstanding for basic net income per common share computations.  ESOP compensation expense was approximately $28,000 and $86,000, respectively, for the three and nine-month periods ended June 30, 2007, compared to $24,000 and $70,000 for the same 2006 periods.  NOTE 4 - RECENT ACCOUNTING PRONOUNCEMENTS  In June 2007, the FASB issued Emerging Issues Task Force (EITF) Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF Issue No. 06-11 addresses a companys recognition of an income tax benefit received on dividends that are (a) paid to employees holding equity-classified non-vested shares, equity-classified non-vested share units, or equity-classified outstanding share options and (b) charged to retained earnings under SFAS No. 123(R). The EITF reached a consensus that a realized income tax benefit from dividends or dividend equivalents that are charged to retained earnings and are paid to employees for equity classified nonvested equity shares, nonvested equity share units, and outstanding equity share options should be recognized as an increase to additional paid-in capital. The amount recognized in additional
paid-in capital for the realized income tax benefit from dividends on those awards should be included in the pool of excess tax benefits available to absorb tax deficiencies on share-based payment awards. Unrealized income tax benefits from dividends on equity-classified employee share-based payment awards should be excluded from the pool of excess tax benefits  8    available to absorb potential future tax deficiencies. The accounting treatment of the income tax benefits from these dividends would be applied on a prospective basis. EITF Issue No. 06-11 is effective for fiscal years beginning after December 15, 2007. The company does not expect that EITF Issue No. 06-11 will have a material impact on its financial condition or results of operations.  In February, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an amendment of FASB Statement No. 115.  This statement permits an entity to choose to measure many financial instruments and certain other items at fair value.  A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date.  The fair value option 1) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method, 2) is irrevocable (unless a new election date occurs) and 3) is applied only to entire instruments and not to portions of instruments.  The statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007.  Early adoption is permitted as of
the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements.  The choice to adopt early should be made after issuance of the Statement but within 120 days of the beginning of the fiscal year of adoption.  The Company is currently evaluating the impact of this pronouncement.  NOTE 5  RECLASSIFICATIONS  Certain prior period amounts have been reclassified to conform to the current period presentation.  9    ROEBLING FINANCIAL CORP, INC. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  General  The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements.  When used in this discussion, the words believes, anticipates, contemplates, expects, and similar expressions are intended to identify forward-looking statements.  Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected.   Those risks and uncertainties include changes in interest rates, the ability to control costs and expenses, the impact of our new branches, new legislation and regulations, and general economic conditions.  The Company does not undertake and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements. On September 30, 2004, Roebling Financial Corp., MHC (the "MHC") completed its reorganization into stock form and the Company succeeded to the business of the MHC's former federal mid-tier holding company subsidiary. Each outstanding share of common stock of the former mid-tier holding company was converted into 3.9636 shares of common stock of the Company. As part of the transaction, the Company sold a total of 910,764 shares to the public at $10 per share, including 72,861 shares purchased by the Companys employee stock ownership plan with funds borrowed from the Company. The Company's business is conducted primarily through its wholly-owned subsidiary, Roebling Bank (the "Bank"). References to the Company or Registrant refer to the consolidated entity which includes the main operating company, the Bank, unless the context indicates otherwise. Overview  At June 30, 2007, the Company had total assets, deposits and stockholders equity of $141.6 million, $115.9 million and $16.3 million, respectively.  For the three months ended June 30, 2007, the Company reported net income of $88,000, or $.05 per diluted share, compared to $110,000, or $.07 per diluted share, for the same period in 2006.  For the nine months ended June 30, 2007, the Company reported net income of $239,000, or $.14 per diluted share, compared to $333,000, or $.20 per diluted share, for the same period in 2006.  The decrease in net income for the 2007 periods reflects an increase in non-interest expenses due to the opening of a new retail banking office, which offset an improvement in non-interest income, a lower loan loss provision and, for the nine months ended June 30, 2007, an increase in net interest income.  Changes in Financial Condition  Total assets increased by $10.8 million to $141.6 million at June 30, 2007, from $130.8 million at September 30, 2006.  This increase is primarily attributable to a $5.6 million increase in the loans receivable, net, portfolio and a $5.0 million increase in investment securities.  The majority of the change in loans receivable, net was attributable to increases of $3.6 million and $5.2 million in the one-to-four family residential and home equity loan portfolios, respectively, offset by an aggregate $3.2 million decrease in the commercial real estate, construction, multifamily and commercial loan portfolios.  While new loan activity was strong during the quarter, payoffs were also high, which caused the increase in loan balances to be less than it would otherwise have been.  We continue to experience a challenging year in the lending arena with the slow-down in the real estate market and
an increasingly competitive environment.  Deposits increased by $12.3 million, or 11.8%, to $115.9 million at June 30, 2007 from $103.7 million at September 30, 2006 while borrowed funds decreased by $1.9 million during the same period, to $7.4 million at June 30, 2007 from $9.3 million at September 30, 2006.  Stockholders equity declined $65,000 to $16.3 million at June 30, 2007 from $16.4 million at September 30, 2006.  The decrease was attributable to aggregate dividends paid of $164,000 and purchases of stock for the restricted stock plans ($132,000) and the deferred compensation plan ($151,000).  These reductions in equity offset increases in equity due to $239,000 in net income, a $19,000 decline in unrealized losses on securities available for sale, net of income taxes, $86,000 from amortization of ESOP shares and $38,000 from allocation of RSP shares.  10    Results of Operations  Net Interest Income.For the three-months ended June 30, 2007, the Company reported net interest income before provision for loan losses of $1,114,000, which represents a decrease of $18,000 or 1.6% over the same period in 2006.  The decrease in net interest income was the result of an increase in interest expense of $317,000, which more than offset an increase in interest income of $299,000.  The interest rate spread was 2.66% for the three months ended June 30, 2007 compared to 3.40% for the three months ended June 30, 2006, while the net interest margin was 3.41% for the 2007 period compared to 3.98% for the 2006 period.  For the nine-month period ended June 30, 2007, the Company reported net interest income before provision for loan losses of $3,364,000, compared to $3,286,000 for the nine months ended June 30, 2006, an increase of $78,000, or 2.4%.  The
interest rate spread was 2.79% for the nine months ended June 30, 2007 compared to 3.43% for the nine months ended June 30, 2006, while the net interest margin was 3.51% for the 2007 period compared to 3.96% for the 2006 period.  After a period of historically low interest rates, the Federal Reserve began tightening monetary policy in June, 2004, and increased the Federal Funds rate seventeen times, by 25 basis points each time, since then, with the last tightening in June, 2006.  The yield curve has recently turned positive again but is still relatively flat, with very little difference between short and long rates.   Reflecting the current rate environment, the Companys spread and margin have compressed, as the overall cost of funds has increased by more than the average yield on total interest-earning assets.  The average balance of total interest-earning assets for the three months ended June 30, 2007 increased by $16.7 million compared to the three months ended June 30, 2006, while the average yield increased by 15 basis points to 6.15% from 6.00%.  The increase in total interest income of $299,000 for the three months ended June 30, 2007 is comprised of an increase of $182,000 in interest income on loans receivable and an increase of $117,000 in interest income on securities and other interest-earning assets.  Average loan receivable balances increased by $9.9 million for the three months ended June 30, 2007 compared to the same 2006 period, while the average yield increased to 6.75% from 6.68%.  For the three months ended June 30, 2007, the average balance of securities and other interest-earning assets increased by $6.8 million compared to the same 2006 period, while the average yield
increased to 4.41% from 3.77%.  The average balance of total interest-earning assets for the nine months ended June 30, 2007 increased by $16.9 million compared to the nine months ended June 30, 2006, while the average yield increased by 34 basis points to 6.15% from 5.81%.  The increase in total interest income of $1,068,000 for the nine months ended June 30, 2007 is comprised of an increase of $813,000 in interest income on loans receivable and an increase of $255,000 in interest income on securities and other interest-earning assets.  Average loan receivable balances increased by $12.2 million for the nine months ended June 30, 2007 compared to the same 2006 period, while the average yield increased to 6.78% from 6.48%.  For the nine months ended June 30, 2007, the average balance of securities and other interest-earning assets increased by $4.7 million compared to the same 2006 period, while the average yield
increased to 4.27% from 3.75%.  The average balance of interest-bearing liabilities increased by $14.0 million for the three months ended June 30, 2007 compared to same 2006 period, while the average cost increased 89 basis points to 3.49% from 2.60%.  The increase in total interest expense of $317,000 for the three months ended June 30, 2007 is comprised of a $348,000 increase in interest expense on deposits, offset by a $31,000 decrease in interest expense on borrowings.  Average interest-bearing deposit balances increased by $17.0 million with an increase in the average cost to 3.42% for the three months ended June 30, 2007, compared to 2.37% for the same 2006 period, while average borrowings decreased by $3.0 million, with a slight increase in the average cost to 4.36% from 4.34%.  For the nine months ended June 30, 2007, the average balance of interest-bearing liabilities increased by $14.3 million compared to same 2006 period, while the average cost increased by 98 basis points to 3.36% from 2.38%.  The increase in total interest expense of $990,000 for the nine months ended June 30, 2007 is comprised of a $1,070,000 increase in interest expense on deposits, offset by an $80,000 decrease in interest expense on borrowings.  Average interest-bearing deposit balances increased by $17.0 million with an increase in the average cost to 3.29% for the nine months ended June 30, 2007, compared to 2.13% for the same 2006 period, while average borrowings decreased by $2.7 million, with an increase in the average cost to 4.33% from 4.24%.  The increase in deposit costs for the three and nine months ended June 30, 2007 is largely the result of the growth in the certificate of
deposit portfolio.  Mirroring the current trends in the industry in a very competitive market, depositors have  11    shifted funds into higher-costing certificate of deposit and money market accounts and out of lower-costing transaction and savings accounts.  Provision for Loan Losses.The provision for loan losses was $10,000 and $42,000, respectively, for the three and nine month periods ended June 30, 2007, compared to $42,000 and $102,000 for the same periods in 2006.  At June 30, 2007, the allowance for loan losses was $745,000 (.74% of the loan portfolio) compared to $673,000 (.75% of the loan portfolio) at June 30, 2006.  Management continually monitors and adjusts the allowance for loan losses based upon its analysis of the loan portfolio.  This analysis includes an evaluation of known and inherent risks in the loan portfolio, past loss experience, current economic conditions, industry loss reserve levels, adverse situations which may affect the borrower, the estimated value of any underlying collateral and other relevant factors.  However, there can be no assurance that additions to the allowance for loan
losses will not be required in future periods or that actual losses will not exceed estimated amounts.  Non-interest Income.Non-interest income increased $26,000, or 22.4%, to $142,000 for the three months ended June 30, 2007 and increased $79,000, or 23.3%, to $418,000 for the nine months ended June 30, 2007 compared to the same 2006 periods.  Loan fees and late charges increased by $13,000 and $37,000 for the three and nine months ended June 30, 2007, respectively, compared to the same 2006 periods, while account servicing and other fees increased by $14,000 and $45,000 for the three and nine months ended June 30, 2007, respectively, compared to the same 2006 periods.  The increase in loan fees is primarily attributable to the receipt of prepayment fees on loans that paid off, a non-refundable commitment fee received for a loan application that did not close and late charges paid.  The increase in account servicing and other fees is due primarily to higher
non-sufficient / uncollected fund fees and fees from ATM / debit card transactions.  Non-interest Expense.Non-interest expense increased $85,000, or 8.4%, to $1,092,000 for the three-month period ended June 30, 2007 and increased $386,000, or 13.2%, to $3,311,000 for the nine months ended June 30, 2007, compared to the same periods in 2006, with the most significant increases in compensation and benefits and occupancy and equipment expense.  Compensation and benefits increased by $43,000 and $250,000 for the three and nine months ended June 30, 2007 compared to the same 2006 periods while occupancy and equipment increased by $28,000 and $74,000 for the three and nine months ended June 30, 2007 compared to the same 2006 periods.  The increase in compensation and benefits is attributable to new hires to staff the Banks fifth and newest retail facility in Delran, New Jersey, which opened in September, 2006, as well as staff additions to
accommodate the continued growth of the bank in both the retail banking and lending areas.   Delran is an entry into another new marketplace for the Bank, which we anticipate will enable us to increase our deposit and lending base over time.  The increase in occupancy and equipment expense relates to the new Delran facility.  While we project that the resulting growth from our new branches will result in increased profitability for the Company over the long-term, earnings will be suppressed in the short-term until the new branches become profitable.  There may also be increased expenses in the future as a result of additional awards that may be granted under stock benefit plans and compliance with the Sarbanes-Oxley Act.       12    Liquidity and Regulatory Capital Compliance  On June 30, 2007, the Bank was in compliance with its regulatory capital requirements as follows:  (Dollars in thousands)
        
        Amount
        
        
        PercentTangible capital
        
        $
        12,332
        
        
        8.68
        %Tangible capital requirement
        
        
        2,130
        
        
        1.50
        %Excess over requirement
        
        $
        10,202
        
        
        7.18
        %Core capital
        
        $
        12,332
        
        
        8.68
        %Core capital requirement
        
        
        5,680
        
        
        4.00
        %Excess over requirement
        
        $
        6,652
        
        
        4.68
        %Risk-based capital
        
        $
        13,087
        
        
        14.31
        %Risk-based capital requirement
        
        
        7,317
        
        
        8.00
        %Excess over requirement
        
        $
        5,770
        
        
        6.31
        %
  The Company anticipates that it will have sufficient funds available to meet its current commitments.  As of June 30, 2007, the Bank had outstanding commitments to fund loans of $10.0 million, commitments on unused lines of credit of $10.2 million, undisbursed construction loans of $6.2 million and $235,000 in outstanding letters of credit. Certificates of deposit scheduled to mature in one year or less as of June 30, 2007, totaled $50.8 million. Based on historical deposit withdrawals and outflows, and on internal monthly deposit reports monitored by management, management believes that a majority of such deposits will remain with the Company.  Additional Key Operating Ratios  At or for the Three Months
Ended June 302007 (1)
        
        2006 (1)Earnings per common share (2):Basic
        
        
        $
        0.05
        
        
        $
        0.07Diluted
        
        
        $
        0.05
        
        
        $
        0.07Return on average assets (1)
        
        
        
        .26
        %
        
        
        .37
        %Return on average equity (1)
        
        
        
        2.15
        %
        
        
        2.74
        %Interest rate spread (1)
        
        
        
        2.66
        %
        
        
        3.40
        %Net interest margin (1)
        
        
        
        3.41
        %
        
        
        3.98
        %Non-interest expense to average assets (1)
        
        
        
        3.18
        %
        
        
        3.36
        %Non-performing assets to total assets
        
        
        
        .35
        %
        
        
        .09
        %Non-performing loans to total loans
        
        
        
        .40
        %
        
        
        .12
        %At June 30,2007
        
        2006Book value per share (3)
        
        
        
        $9.55
        
        
        
        $9.40
  __________ (1)
        The ratios for the three-month periods presented are annualized.
 (2)
        The average number of shares outstanding during the three months ended June 30, 2007, was 1,644,774 basic and 1,654,773 diluted.  The average number of shares outstanding during the three months ended June 30, 2006, was 1,633,410 basic and 1,643,014 diluted.
 (3)
        There were 1,712,259 shares outstanding as of June 30, 2007 and 1,710,045 shares outstanding as of June 30, 2006.
   13     For the Nine Months Ended
June 30,2007 (1)
        
        2006 (1)Earnings per common share (2):Basic
        
        $
        0.15
        
        
        $
        0.20Diluted
        
        $
        0.14
        
        
        $
        0.20Return on average assets (1)
        
        
        .24
        %
        
        
        .38
        %Return on average equity (1)
        
        
        1.95
        %
        
        
        2.76
        %Interest rate spread (1)
        
        
        2.79
        %
        
        
        3.43
        %Net interest margin (1)
        
        
        3.51
        %
        
        
        3.96
        %Non-interest expense to average assets (1)
        
        
        3.29
        %
        
        
        3.33
        %
  _____________ (1)
        The ratios for the nine-month periods presented are annualized.
 (2)
        The average number of shares outstanding during the nine months ended June 30, 2007, was 1,642,487 basic and 1,653,417 diluted.  The average number of shares outstanding during the nine months ended June 30, 2006, was 1,631,122 basic and 1,639,313 diluted.
  Controls and Procedures  (a) Evaluation of disclosure controls and procedures.  The Companys management evaluated, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by this report.  Based on this evaluation, the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-QSB such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.  (b) Changes in internal control over financial reporting.  During the period under report, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  14    ROEBLING FINANCIAL CORP, INC.  Part II  ITEM 1.
        LEGAL PROCEEDINGS
  There are various claims and lawsuits in which the company or the Bank are periodically involved, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Banks business.  In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.  ITEM 2.
        UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  Not applicable  ITEM 3.
        DEFAULTS UPON SENIOR SECURITIES
  Not applicable  ITEM 4.
        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  Not applicable  ITEM 5.
        OTHER INFORMATION
  (a)
        Not applicable
 (b)
        Not applicable
  ITEM 6.
        EXHIBITS
  List of Exhibits:  3.1
        Certificate of Incorporation*3.2
        Bylaws**4.0
        Form of Stock Certificate***10.2
        Directors Retirement Plan***10.3
        Stock Option Plan****10.4
        Restricted Stock Plan****10.5
        Employment Agreement between Janice A. Summers and Roebling Bank***10.6
        Employment Agreement between Frank J. Travea, III and Roebling Bank***10.7
        Roebling Financial Corp, Inc. 2006 Stock Option Plan*****10.8
        Roebling Bank 2006 Restricted Stock Plan*****31
        Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer32
        Section 1350 Certification
  __________________  *
        Incorporated herein by reference to the Companys Form 8-A (File No. 0-59069) filed with the Commission on September 30, 2004.
 **
        Incorporated herein by reference to the Companys Quarterly Report on Form 10-QSB for the quarter ended  March 31, 2005.
 ***
        Incorporated herein by reference to the Companys Registration Statement on Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.
  15    ****
        Incorporated herein by reference to Companys Registration Statement on Form S-8 (File No. 333-119839) filed with the Commission on October 20, 2004.
 *****
        Incorporated herein by reference to Companys Registration Statement on Form S-8 (File No. 333-132059) filed with the Commission on February 27, 2006.
  16    ROEBLING FINANCIAL CORP, INC.  SIGNATURES  In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.   ROEBLING FINANCIAL CORP, INC.Date:  August 14, 2007
        
        By:
        /s/ Frank J. Travea, IIIFrank J. Travea, III
President and Chief Executive Officer
(Principal Executive Officer)Date:  August 14, 2007
        
        By:
        /s/ Janice A. SummersJanice A. Summers
Senior Vice President, Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer)
    17