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|[X]  | QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934 
|---- | ------------------------------------------------------------------------------------
|    
|     | For the quarterly period ended December 31, 2001                                    
|OR  
|    
|[  ] | TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE 	SECURITIES EXCHANGE
ACT OF 1934
|    
|     | For the transition period from ______________ to _______________                    

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|**Maryland**

(State or other jurisdiction ofincorporation or organization                      |      | **38-3203510**(I.R.S. Employer IdentificationNumber)
|----------------------------------------------------------------------------------------------- | ---- | ----------------------------------------------------
|
|                                                                                               
|**Park and Kalamazoo Avenue, N.E., Marshall, Michigan**(Address of principal executive offices) | **** | **49068**(ZIP Code)                                 

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|PART I.  | FINANCIAL INFORMATION                                                | 1 
|-------- | -------------------------------------------------------------------- | --
|         |                                                                      |   
|Item 1.  | Financial Statements (Unaudited)                                     | 1 
|         |                                                                      |   
|         | Condensed Consolidated Balance Sheets                                | 1 
|         | Condensed Consolidated Statements of Income                          | 2 
|         | Condensed Consolidated Statements of Changes in Shareholders' Equity | 3 
|         | Condensed Consolidated Statements of Cash Flows                      | 4 
|         | Notes to Condensed Consolidated Financial Statements                 | 5 
|         |                                                                      |   
|Item 2.  | Management's Discussion and Analysis                                 | 9 
|         |                                                                      |   
|PART II. | OTHER INFORMATION                                                    | 15
|         |                                                                      |   
|         | SIGNATURES                                                           | 16
|         |                                                                      |   
|         | EXHIBIT INDEX                                                        | 17

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|                                         |                                                                      |                                                             |                                          | December 31,2001 | June 30,2001
|---------------------------------------- | -------------------------------------------------------------------- | ----------------------------------------------------------- | ---------------------------------------- | ---------------- | ------------
|                                         |                                                                      |                                                             |                                          | (Unaudited)      |             
|**ASSETS**                               |                                                                      |                                                            
|                                         | Cash and due from financial institutions                             | $1,717,945                                                  | $1,716,295                              
|                                         | Interest-bearing deposits in other financial institutions            | 2,762,463                                                   | 2,346,156                               
|                                         |                                                                      |                                                             | Total cash and cash equivalents          | 4,480,408        | 4,062,451   
|                                         | Securities held to maturity (fair value of $482 at December 31, 2001 |                                                             |                                         
|                                         |                                                                      | and $1,069 at June 30, 2001)                                | 482                                      | 1,069           
|                                         | Loans held for sale                                                  | 210,523                                                     | 264,800                                 
|                                         | Loans receivable, net of allowance for loan losses of                |                                                             |                                         
|                                         |                                                                      | $629,320 at December 31, 2001 and $570,632 at June 30, 2001 | 81,583,555                               | 84,653,836      
|                                         | Federal Home Loan Bank stock                                         | 1,426,600                                                   | 1,426,600                               
|                                         | Accrued interest receivable                                          | 519,930                                                     | 555,288                                 
|                                         | Premises and equipment, net                                          | 683,257                                                     | 746,289                                 
|                                         | Mortgage servicing rights                                            | 537,047                                                     | 392,389                                 
|                                         | Other assets                                                         | 1,976,912                                                   | 1,929,627                               
|                                         |                                                                      |                                                             | Total Assets                             | $91,418,714      | $94,032,349 
|                                         |                                                                      |                                                             |                                          |                  |             
|**LIABILITIES AND SHAREHOLDERS' EQUITY** |                                                                      |                                                            
|Liabilities                              |                                                                      |                                                            
|                                         | Deposits                                                             | $56,940,343                                                 | $54,657,890                             
|                                         | Federal Home Loan Bank advances                                      | 17,156,395                                                  | 22,303,035                              
|                                         | Advance payments by borrowers for taxes and insurance                | 231,029                                                     | 732,668                                 
|                                         | Accrued interest payable                                             | 143,521                                                     | 161,372                                 
|                                         | Accrued expenses and other liabilities                               | 1,158,615                                                   | 1,141,551                               
|                                         |                                                                      |                                                             | Total Liabilities                        | 75,629,903       | 78,996,516  
|                                         |                                                                      |                                                             |                                          |                  |             
|Shareholders' equity                     |                                                                      |                                                            
|                                         | Preferred stock, $.01 par value:  2,000,000 shares                   |                                                             |                                         
|                                         |                                                                      | authorized; none outstanding                                |                                          |                 
|                                         | Common stock, par value $.01:  4,000,000 shares                      |                                                             |                                         
|                                         |                                                                      | authorized; 1,630,981 shares issued and 1,249,340 shares    |                                          |                 
|                                         |                                                                      | outstanding at December 31, 2001 and 1,630,981 shares       |                                          |                 
|                                         |                                                                      | issued and 1,243,575 shares outstanding at June 30, 2001    | 16,310                                   | 16,310          
|                                         | Additional paid-in capital                                           | 9,782,908                                                   | 9,755,668                               
|                                         | Retained earnings, substantially restricted                          | 10,017,763                                                  | 9,370,758                               
|                                         | Unearned Employee Stock Ownership Plan shares                        | (118,035)                                                   | (143,724)                               
|                                         | Unearned Recognition and Retention Plan shares                       | (23,081)                                                    | (28,275)                                
|                                         | Treasury stock, at cost - 381,641 shares at                          |                                                             |                                         
|                                         |                                                                      | December 31, 2001 and 387,406 shares at June 30, 2001       | (3,887,054)                              | (3,934,904)     
|                                         |                                                                      |                                                             |                                          |                  |             
|                                         |                                                                      |                                                             | Total Shareholders' Equity               | 15,788,811       | 15,035,833  
|                                         |                                                                      |                                                             |                                          |                  |             
|                                         |                                                                      |                                                             | Total Liabilities & Shareholders' Equity | $91,418,714      | $94,032,349 

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|                                            |                                           |                            | Six Months | Three Months
|------------------------------------------- | ----------------------------------------- | -------------------------- | ---------- | ------------
|                                            |                                           |                            | 2001       | 2000        
|Interest and dividend income                |                                           |                            |            |             
|                                            | Loans receivable, including fees          | $3,473,967                 | $3,693,328 | $1,725,427  
|                                            | Securities held to maturity, taxable      | 23                         | 74         | 9           
|                                            | Other interest and dividend income        | 96,571                     | 105,098    | 48,946      
|                                            |                                           |                            | 3,570,561  | 3,798,500   
|Interest Expense                            |                                           |                            |            |             
|                                            | Deposits                                  | 977,729                    | 1,007,168  | 464,211     
|                                            | Federal Home Loan Bank advances           | 612,227                    | 885,147    | 286,296     
|                                            | Other interest expense                    | 15,651                     | 13,335     | 8,042       
|                                            |                                           |                            | 1,605,607  | 1,905,650   
|                                            |                                           |                            |            |             
|**Net interest** **income**                 | 1,964,954                                 | 1,892,850                  | 1,015,833  | 938,668     
|                                            |                                           |                            |            |             
|Provision for loan losses                   | 49,000                                    | 12,000                     | 37,000     | 6,000       
|                                            |                                           |                            |            |             
|**Net interest income after provision**     |                                           |                            |            |             
|                                            | **for loan** **losses**                   | 1,915,954                  | 1,880,850  | 978,833     
|                                            |                                           |                            |            |             
|Noninterest income                          |                                           |                            |            |             
|                                            | Loan servicing fees, net                  | (20,400)                   | 28,961     | (24,756)    
|                                            | Net gains on sales of loans held for sale | 470,960                    | 85,121     | 337,280     
|                                            | Service charges on deposit accounts       | 132,920                    | 110,948    | 69,766      
|                                            | Other income                              | 189,603                    | 130,658    | 115,959     
|                                            |                                           |                            | 773,083    | 355,688     
|Noninterest expense                         |                                           |                            |            |             
|                                            | Salaries and employee benefits            | 593,212                    | 517,083    | 306,690     
|                                            | Occupancy and equipment expense           | 140,070                    | 138,726    | 70,809      
|                                            | Data processing expense                   | 95,359                     | 108,617    | 48,389      
|                                            | Federal deposit insurance premiums        | 19,919                     | 19,104     | 10,014      
|                                            | Director fees                             | 54,720                     | 56,295     | 28,110      
|                                            | Correspondent bank charges                | 19,473                     | 18,870     | 9,949       
|                                            | Provision to adjust loans held for sale   |                            |            |             
|                                            |                                           | to lower of cost or market | 1,725      | -           
|                                            | Michigan Single Business tax              | 44,000                     | 37,000     | 24,000      
|                                            | Professional fees                         | 87,885                     | 61,896     | 53,809      
|                                            | Other expense                             | 312,106                    | 250,047    | 175,867     
|                                            |                                           |                            | 1,368,469  | 1,207,638   
|**Income before federal income**            |                                           |                            |            |             
|                                            | **tax expense**                           | 1,320,568                  | 1,028,900  | 747,720     
|                                            |                                           |                            |            |             
|Federal income tax expense                  | 437,000                                   | 360,000                    | 240,000    | 175,000     
|                                            |                                           |                            |            |             
|**Net income**                              | $883,568                                  | $668,900                   | $507,720   | $335,225    
|                                            |                                           |                            |            |             
|Basic earnings per common share             | $0.73                                     | $0.56                      | $0.42      | $0.28       
|                                            |                                           |                            |            |             
|Weighted average common shares outstanding  | 1,211,533                                 | 1,195,059                  | 1,214,395  | 1,192,764   
|                                            |                                           |                            |            |             
|Diluted earnings per common share           | $0.71                                     | $0.55                      | $0.41      | $0.28       
|                                            |                                           |                            |            |             
|Weighted average common shares and dilutive |                                           |                            |            |             
|                                            | potential common shares outstanding       | 1,236,773                  | 1,206,914  | 1,235,935   

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|                                              |                                                        | Common

Stock | AdditionalPaid-InCapital | RetainedEarnings | UnearnedEmployeeStockOwnershipPlan Shares | UnearnedRecognitionandRetentionPlan Shares | TreasuryStock | TotalShareholders'Equity
|--------------------------------------------- | ------------------------------------------------------ | ------------- | ------------------------ | ---------------- | ----------------------------------------- | ------------------------------------------ | ------------- | ------------------------
|                                              |                                                        |               |                          |                  |                                           |                                            |              
|**Balance, June 30, 2000**                    | $16,310                                                | $9,706,788    | $8,368,824               | $(198,486)       | $(57,912)                                 | $(3,745,838)                               | $14,089,686  
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|Net income                                    | -                                                      | -             | 668,900                  | -                | -                                         | -                                          | 668,900      
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|Cash dividends declared on common stock, net  |                                                        |               |                          |                  |                                           |                                            |              
|                                              | of dividends on unearned ESOP Shares ($.18
per share)  | -             | -                        | (216,412)        | -                                         | -                                          | -             | (216,412)               
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|6,018 shares committed to be released         |                                                        |               |                          |                  |                                           |                                            |              
|                                              | under the ESOP                                         | -             | 24,022                   | -                | 27,382                                    | -                                          | -             | 51,404                  
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|Amortization of RRP shares                    | -                                                      | -             | -                        | -                | 24,220                                    | -                                          | 24,220       
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|Repurchase of 23,250 shares of common stock   | -                                                      | -             | -                        | -                | -                                         | (197,366)                                  | (197,366)    
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|**Balances, December 31, 2000**               | $16,310                                                | $9,730,810    | $8,821,312               | $(171,104)       | $(33,692)                                 | $(3,943,204)                               | $14,420,432  
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|Balances, June 30, 2001                       | $16,310                                                | $9,755,668    | $9,370,758               | $(143,724)       | $(28,275)                                 | $(3,934,904)                               | $15,035,833  
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|Net income                                    | -                                                      | -             | 883,568                  | -                | -                                         | -                                          | 883,568      
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|Cash dividends declared on common stock, net  |                                                        |               |                          |                  |                                           |                                            |              
|                                              | of dividends on unearned ESOP shares ($.195
per share) | -             | -                        | (236,563)        | -                                         | -                                          | -             | (236,563)               
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|5,646 shares committed to be released         |                                                        |               |                          |                  |                                           |                                            |              
|                                              | under the ESOP                                         | -             | 34,158                   | -                | 25,689                                    | -                                          | -             | 59,847                  
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|Issuance of 5,765 common shares from treasury |                                                        |               |                          |                  |                                           |                                            |              
|                                              | stock due to proceeds from exercise of stock
options   | -             | (6,918)                  | -                | -                                         | -                                          | 47,850        | 40,932                  
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|Amortization of RRP Shares                    | -                                                      | -             | -                        | -                | 5,194                                     | -                                          | 5,194        
|                                              |                                                        |               |                          |                  |                                           |                                            |               |                         
|**Balances, December 31, 2001**               | $16,310                                                | $9,782,908    | $10,017,763              | $(118,035)       | $(23,081)                                 | $(3,887,054)                               | $15,788,811  

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|                                                  |                                                  |                                       |                                            |                                        |                                    | 2001        | 2000       
|------------------------------------------------- | ------------------------------------------------ | ------------------------------------- | ------------------------------------------ | -------------------------------------- | ---------------------------------- | ----------- | -----------
|                                                  |                                                  |                                       |                                            |                                        |                                    |             |            
|**Cash flows from operating activities**          |                                                  |                                      
|                                                  | Net income                                       | $883,568                              | $668,900                                  
|                                                  | Adjustments to reconcile net income              |                                       |                                           
|                                                  |                                                  | to net cash from operating activities |                                            |                                       
|                                                  |                                                  |                                       | Provision for loan losses                  | 49,000                                 | 12,000                            
|                                                  |                                                  |                                       | Provision to adjust loans held for sale    |                                        |                                   
|                                                  |                                                  |                                       |                                            | to lower of cost or market             | 1,725                              | -          
|                                                  |                                                  |                                       | Depreciation                               | 70,896                                 | 72,090                            
|                                                  |                                                  |                                       | Amortization of mortgage servicing rights  | 99,924                                 | 31,612                            
|                                                  |                                                  |                                       | Employee Stock Ownership Plan expense      | 59,847                                 | 51,404                            
|                                                  |                                                  |                                       | Recognition and Retention Plan expense     | 5,194                                  | 24,220                            
|                                                  |                                                  |                                       | Originations of loans held for sale        | (24,649,331)                           | (4,408,381)                       
|                                                  |                                                  |                                       | Proceeds from sales of loans held for sale | 24,928,261                             | 4,147,676                         
|                                                  |                                                  |                                       | Net gains on sales of loans held for sale  | (470,960)                              | (85,121)                          
|                                                  |                                                  |                                       | Change in assets and liabilities           |                                        |                                   
|                                                  |                                                  |                                       |                                            | Accrued interest receivable            | 35,358                             | (47,937)   
|                                                  |                                                  |                                       |                                            | Other assets                           | (47,285)                           | 76,687     
|                                                  |                                                  |                                       |                                            | Accrued interest payable               | (17,851)                           | 31,511     
|                                                  |                                                  |                                       |                                            | Accrued expenses and other liabilities | 17,064                             | 29,993     
|                                                  |                                                  |                                       |                                            |                                        | Net cash from operating activities | 965,410     | 604,654    
|                                                  |                                                  |                                       |                                            |                                        |                                    |             |            
|**Cash flows from investing activities**          |                                                  |                                      
|                                                  | Principal paydowns on mortgage-backed securities | 587                                   | 947                                       
|                                                  | Purchase of Federal Home Loan Bank stock         | -                                     | (1,100)                                   
|                                                  | Net change in loans                              | 3,021,281                             | (1,031,802)                               
|                                                  | Net purchases of premises and equipment          | (7,864)                               | (113,384)                                 
|                                                  |                                                  |                                       |                                            |                                        | Net cash from investing activities | 3,014,004   | (1,145,339)
|                                                  |                                                  |                                       |                                            |                                        |                                    |             |            
|**Cash flows from financing activities**          |                                                  |                                      
|                                                  | Net change in deposits                           | 2,282,453                             | 932,965                                   
|                                                  | Proceeds from Federal Home Bank advances         | -                                     | 20,000,000                                
|                                                  | Repayments on Federal Home Bank advances         | (5,146,640)                           | (19,455,605)                              
|                                                  | Net change in advance payments                   |                                       |                                           
|                                                  |                                                  | by borrowers for taxes and insurance  | (501,639)                                  | (467,775)                             
|                                                  | Cash dividends paid                              | (236,563)                             | (216,412)                                 
|                                                  | Repurchase of common stock                       | -                                     | (197,366)                                 
|                                                  | Exercise of stock options                        | 40,932                                | -                                         
|                                                  |                                                  |                                       |                                            |                                        | Net cash from financing activities | (3,561,457) | 595,807    
|Net change in cash and cash equivalents           | 417,957                                          | 55,122                               
|                                                  |                                                  |                                       |                                            |                                        |                                    |             |            
|Cash and cash equivalents at beginning of period  | 4,062,451                                        | 3,102,378                            
|                                                  |                                                  |                                      
|**Cash and cash equivalents at end of period**    | $4,480,408                                       | $3,157,500                           
|                                                  |                                                  |                                       |                                            |                                        |                                    |             |            
|Supplemental disclosures of cash flow information |                                                  |                                      
|                                                  |                                                  | Cash paid during the period for:      |                                            |                                       
|                                                  |                                                  |                                       |                                            |                                        | Interest                           | $1,623,458  | $1,874,139 
|                                                  |                                                  |                                       |                                            |                                        | Income taxes                       | 556,000     | 440,000    

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|                                |             |                                       |                                    | Six Months | Three Months
|------------------------------- | ----------- | ------------------------------------- | ---------------------------------- | ---------- | ------------
|                                |             |                                       |                                    | 2001       | 2000        
|Basic Earnings Per Common Share |             |                                       |                                    |           
|                                | Numerator   |                                       |                                    |            |             
|                                |             | Net Income                            | $883,568                           | $668,900   | $507,720    
|                                |             |                                       |                                    |            |             
|                                | Denominator |                                       |                                    |            |             
|                                |             | Weighted average common shares        |                                    |            |             
|                                |             |                                       | outstanding                        | 1,245,262  | 1,248,486   
|                                |             | Less: Average unallocated ESOP shares | (28,834)                           | (40,684)   | (27,423)    
|                                |             | Less: Average nonvested RRP shares    | (4,895)                            | (12,743)   | (3,762)     
|                                |             |                                       |                                    |            |             
|                                |             | Weighted average common shares        |                                    |            |             
|                                |             |                                       | outstanding for basic earnings per |            |             
|                                |             |                                       | common shares                      | 1,211,533  | 1,195,059   
|                                |             |                                       |                                    |            |             
|Basic earnings per common share | $0.73       | $0.56                                 | $0.42                              | $0.28     

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|                                  |                                   |                                  |                                    | Six Months | Three Months
|--------------------------------- | --------------------------------- | -------------------------------- | ---------------------------------- | ---------- | ------------
|                                  |                                   |                                  |                                    | 2001       | 2000        
|Diluted Earnings Per Common Share |                                   |                                  |                                    |           
|                                  | Numerator                         |                                  |                                    |            |             
|                                  |                                   |                                  | Net Income                         | $883,568   | $668,900    
|                                  |                                   |                                  |                                    |            |             
|                                  | Denominator                       |                                  |                                    |            |             
|                                  |                                   | Weighted average common shares   |                                    |            |             
|                                  |                                   |                                  | outstanding for basic earnings per |            |             
|                                  |                                   |                                  | common share                       | 1,211,533  | 1,195,059   
|                                  |                                   | Add: Dilutive effects of average |                                    |            |             
|                                  |                                   |                                  | nonvested RRP shares, net of       |            |             
|                                  |                                   |                                  | tax benefits                       | 835        | 2,702       
|                                  |                                   | Add: Dilutive effects of assumed |                                    |            |             
|                                  |                                   |                                  | exercises of stock options         | 24,405     | 9,153       
|                                  |                                   | Weighted average common s hares  |                                    |            |             
|                                  |                                   |                                  | and dilutive potential common      |            |             
|                                  |                                   |                                  | shares outstanding                 | 1,236,773  | 1,206,914   
|                                  |                                   |                                  |                                    |            |             
|                                  | Diluted earnings per common share | $0.71                            | $0.55                              | $0.41      | $0.28       

|                               |                                        | Six Months | Three Months
|------------------------------ | -------------------------------------- | ---------- | ------------
|                               |                                        | 2001       | 2000        
|                               |                                        |            |             
|Balance at beginning of period | $570,632                               | $513,159   | $593,922    
|                               | Provision charged to operating expense | 49,000     | 12,000      
|                               | Recoveries credited to allowance       | 11,546     | 361         
|                               | Less: Loans charged off                | (1,858)    | (2,265)     
|                               |                                        |            |             
|Balance at end of period       | $629,320                               | $523,255   | $629,320    

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|                                        |                                        |             | Six Months | Three Months
|--------------------------------------- | -------------------------------------- | ----------- | ---------- | ------------
|                                        |                                        |             | 2001       | 2000        
|                                        |                                        |             |            |             
|Loans originated for resale, net of     |                                        |             |            |             
|                                        | principal paydowns                     | $24,649,331 | $4,408,381 | $17,172,224 
|Proceeds from sales of loans originated |                                        |             |            |             
|                                        | for resale                             | 24,928,261  | 4,147,676  | 17,661,052  
|Gain on sales of loans originated       |                                        |             |            |             
|                                        | for resale                             | 470,960     | 85,121     | 337,280     
|Portion of gain resulting from costs    |                                        |             |            |             
|                                        | Allocated to mortgage servicing rights | 244,582     | 40,626     | 173,247     
|Loan servicing fees, net                | (20,400)                               | 28,961      | (24,756)   | 14,503      

|Loans held for sale balance at December 31, 2001 and 2000:
|----------------------------------------------------------
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          

|                                            | December 31,2001 | June 30,2001
|------------------------------------------- | ---------------- | ------------
|                                            |                  |             
|Mortgage loan portfolios serviced for FHLMC | $68,383,000      | $55,296,000 

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> the strength of the United States economy in general and the strength of the local economies in which we conduct our
> operations;
> 
> the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Federal
> Reserve Board;
> 
> inflation, interest rate, market and monetary fluctuations;
> 
> the timely development of and acceptance of our new products and services and the perceived overall value of these products
> and services by users, including the features, pricing and quality compared to competitors' products and services;
> 
> the willingness of users to substitute competitors' products and services for our products and services;
> 
> our success in gaining regulatory approval of our products and services, when required;
> 
> the impact of changes in financial services' laws and regulations (including laws concerning taxes, banking, securities and
> insurance);
> 
> the impact of technological changes;
> 
> acquisitions;
> 
> changes in consumer spending and savings habits; and
> 
> our success at managing the risks involved in our business.

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|                                                            |                             | December 31,2001 | June 30,2001
|----------------------------------------------------------- | --------------------------- | ---------------- | ------------
|                                                            |                             |                  |             
|Non-accrual loans                                           | $214,000                    | $1,048,000      
|Loans past due 90 days or more and still accruing interest  | 616,000                     | 705,000         
|                                                            |                             |                  |             
|                                                            | Total non-performing loans  | $830,000         | $1,753,000  
|                                                            |                             |                  |             
|Restructured loans                                          | 720,000                     | -               
|Foreclosed real estate and other repossessed assets         | -                           | -               
|                                                            |                             |                  |             
|                                                            | Total non-performing assets | $1,550,000       | $1,753,000  
|                                                            |                             |                  |             
|Total non-performing loans as a percentage of total loans   | 1.89%                       | 2.06%           
|                                                            |                             |                  |             
|Total non-performing assets as a percentage of total assets | 1.70%                       | 1.86%           

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|                        |                                                  |         | Actual                 | For Capital

Adequacy Purposes | To Be WellCapitalized UnderPrompt CorrectiveAction Provisions
|----------------------- | ------------------------------------------------ | ------- | ---------------------- | ------------------------------ | -------------------------------------------------------------
|                        |                                                  |         | Amount                 | Ratio                          | Amount                                                       
|                        |                                                  |         | (Dollars in Thousands)
|As of December 31, 2001 |                                                  |         |                        |                                |                                                              
|                        | Tier 1 (Core) Capital (to adjusted total assets) | $11,494 | 12.64%                 | $3,638                         | 4.0%                                                         
|                        | Tier 1 (Core) Capital (to risk weighted assets)  | 11,494  | 19.94                  | 2,306                          | 4.0                                                          
|                        | Total Capital (to risk weighted assets)          | 12,123  | 21.03                  | 4,612                          | 8.0                                                          
|                        |                                                  |         |                        |                                |                                                              
|As of June 30, 2001     |                                                  |         |                        |                                |                                                              
|                        | Tier 1 (Core) Capital (to adjusted total assets) | $10,448 | 11.13%                 | $3,756                         | 4.0%                                                         
|                        | Tier 1 (Core) Capital (to risk weighted assets)  | 10,448  | 17.90                  | 2,335                          | 4.0                                                          
|                        | Total Capital (to risk weighted assets)          | 11,019  | 18.88                  | 4,669                          | 8.0                                                          

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|Item 1. | Legal Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|Item 2. | Changes in Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|Item 3. | Defaults Upon Senior Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|Item 4. | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       
|        | The Annual Shareholder's Meeting of MSB Financial, Inc. was held on October 23, 2001 in
Marshall, Michigan.  At that meeting the shareholders elected the following persons to three
year terms to the Board of Directors.  Aart VanElst by a vote of 988,351 for and 39,021
withheld.  John W. Yakimow by a vote of 996,715 for and 30,657 withheld.  Also approved
was the appointment of Crowe, Chizek and Company LLP as independent auditors for the
fiscal year ending June 30, 2002, with a vote of 982,628 for, 28,589 against and 16,155
abstentions.
|       
|Item 5. | Other Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|        | None.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       
|Item 6. | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       
|        | (a) Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|        | (b) Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|                        | **MSB Financial, Inc.**Registrant                                                                 
|----------------------- | --------------------------------------------------------------------------------------------------
|                       
|                       
|Date: February 14, 2002 | \s\Charles B. CookCharles B. Cook,  President and ChiefExecutive Officer  (Duly AuthorizedOfficer)
|                       
|Date: February 14, 2002 | \s\Elaine R. CarbaryElaine R. Carbary, Chief Financial Officer (Principal Financial Officer)      

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|Exhibit No. | Description                                                                                                                                                                                                        
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           
|3           | Registrant's Articles of Incorporation and Bylaws, filed on February 4, 1999 as exhibits
to the Registrant's Registration Statement on Form S-8 (File No. 333-71837), are
incorporated here in by reference.       
|           
|4           | Registrant's Specimen Stock Certificate, filed on February 4, 1999 as Exhibit 4 to the
Registrant's Registration Statement on Form S-8 (File No. 333-71837), is incorporated
herein by reference.                  
|           
|10.1        | Employment Agreement between the Bank and Charles B. Cook, filed on September 23,
1995 as Exhibit 10.2 to Registrant's Registration Statement on Form S-1 (File No. 33-81312), is incorporated herein by reference.
|           
|10.2        | Registrant's Employee Stock Ownership Plan, filed on September 23, 1995 as Exhibit
10-3 to Registrant's Registration Statement on Form S-1 (file No. 33-81312), is
incorporated herein by reference.               
|           
|10.3        | Registrant's 1995 Stock Option and Incentive Plan, filed as Exhibit 10(b) to Registrant's
Report on Form 10-KSB for the fiscal year ended June 30, 1995 (File No. 0-24898), is
incorporated herein by reference.   
|           
|10.4        | Registrant's Recognition and Retention Plan, filed as Exhibit 10(c) to Registrant's
Report on Form 10-KSB for the fiscal year ended June 30, 1995 (File No. 0-24898), is
incorporated herein by reference.         
|           
|10.5        | Registrant's 1997 Stock Option and Incentive Plan, filed as Appendix A to Registrants
Schedule 14A filed on September 26, 1997 (File No. 0-24898), is incorporated herein by
reference.                            
|           
|11          | Statement re: computation of earnings per share (see Note 2 of the Notes to Condensed
Consolidated Financial Statements)                                                                                           

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