UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 10-QSB
(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended           July 31, 2005
                               -------------------------------------------------

                                       OR

| |  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                         to
                               -----------------------    ----------------------

                         Commission file number 0-50684
                                                -------

                               SE FINANCIAL CORP.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Pennsylvania                                          57-1199010
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. employer identification no.)
 incorporation or organization)

1901-03 Passyunk Avenue, Philadelphia, Pennsylvania         19148
---------------------------------------------------         -----
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code      215-468-1700
                                                        ------------

                                       N/A
--------------------------------------------------------------------------------
         Former name, former address and former fiscal year, if changed
                               since last report.


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

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock as of the latest practicable date: September 10, 2005
                                                           ------------------

              Class                                     Outstanding
   ---------------------------                        ----------------
   $.10 par value common stock                        2,568,875 shares


Transitional Small Business Disclosure Format (check one):   Yes       No  X
                                                                 ---      ---

<PAGE>

                               SE FINANCIAL CORP.

                                   FORM 1O-QSB

                       FOR THE QUARTER ENDED July 31, 2005


                                      INDEX


                                                                           Page
                                                                          Number
                                                                          ------

PART I - CONSOLIDATED FINANCIAL INFORMATION

          Item 1. Consolidated Financial Statements (Unaudited)                1

          Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                        10

          Item 3. Controls and Procedures                                     14

PART II- OTHER INFORMATION

          Item 1. Legal Proceedings                                           15

          Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15

          Item 3. Defaults Upon Senior Securities 13

          Item 4. Submission of Matters to a Vote of Security Holders         15

          Item 5. Other Information                                           15

          Item 6. Exhibits                                                    15


SIGNATURES

EXHIBITS

          31   Certification pursuant to Section 302 of the Sarbanes-Oxley Act
               of 2002

          32   Certification pursuant to Section 906 of the Sarbanes-Oxley Act
               of 2002

          99.1 Report of Independent Registered Public Accounting Firm

<PAGE>

                               SE FINANCIAL CORP.
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     July 31,       October 31,
                                                                                      2005             2004
                                                                                 -------------    -------------
<S>                                                                            <C>              <C>
  ASSETS
      Cash and due from banks                                                    $     590,286    $     817,854
      Interest-bearing deposits with other institutions                                425,322        5,362,940
                                                                                 -------------    -------------

           Cash and cash equivalents                                                 1,015,608        6,180,794

      Certificates of deposit in other financial institutions                          192,428          188,490
      Investment securities held to maturity (estimated market value                 2,136,156                -
           of $2,149,150)
      Investment securities available for sale                                      46,291,422       48,437,319
      Loans receivable (net of allowance for loan losses
           of $452,930 and $342,875)                                                77,412,763       64,809,843
      Accrued interest receivable                                                      661,870          630,507
      Federal Home Loan Bank Stock                                                   1,480,200        1,179,000
      Premises and equipment, net                                                    1,138,378        1,063,921
      Bank owned life insurance                                                      2,929,952        1,866,689
      Other assets                                                                     664,060          422,599
                                                                                 -------------    -------------

              TOTAL ASSETS                                                       $ 133,922,837    $ 124,779,162
                                                                                 =============    =============

  LIABILITIES AND STOCKHOLDERS' EQUITY
  Liabilities
      Deposits                                                                   $  81,063,390    $  75,385,246
      Short-term borrowings                                                          4,600,000        7,000,000
      Federal Home Loan Bank borrowings                                             15,317,934        9,576,257
      Advances by borrowers for taxes and insurance                                    405,779          474,548
      Accrued interest payable                                                         160,627          113,839
      Other liabilities                                                                660,690          626,749
                                                                                 -------------    -------------

              TOTAL LIABILITIES                                                    102,208,420       93,176,639

  Commitments and contingencies                                                              -                -

  Stockholders' Equity
      Preferred stock - no par value; 2,000,000 shares authorized; none issued               -                -
      Common stock - $0.10 par value; 8,000,000 shares authorized;
                     2,578,875 issued and outstanding                                  257,888          257,888
      Additional paid-in capital                                                    24,860,735       24,841,836
      Retained earnings - substantially restricted                                   8,848,375        8,450,438
      Unallocated shares held by Employee Stock Ownership Plan ("ESOP")             (1,878,899)      (2,007,498)
      Accumulated other comprehensive (loss) income                                   (373,682)          59,859
                                                                                 -------------    -------------

              TOTAL STOCKHOLDERS' EQUITY                                            31,714,417       31,602,523
                                                                                 -------------    -------------

              TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 133,922,837    $ 124,779,162
                                                                                 =============    =============
</TABLE>

  See accompanying notes to the unaudited consolidated financial statements.

                                       1

<PAGE>

                               SE FINANCIAL CORP.
                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended        Nine Months Ended
                                                                     July 31,                 July 31,
                                                             -----------------------   -----------------------
                                                                 2005         2004         2005         2004
                                                             ----------   ----------   ----------   ----------
<S>                                                        <C>          <C>          <C>          <C>
     INTEREST AND DIVIDEND INCOME
         Loans receivable                                    $1,293,867   $  981,050   $3,634,069   $2,800,895
         Investment securities
            Taxable                                             455,171      359,515    1,321,145      840,866
            Exempt from federal income tax                       54,459       33,907      126,482       93,142
         Interest-bearing deposits with other institutions        9,592       37,228       43,999       63,157
         Other dividend income                                    9,916        3,415       25,208        8,186
                                                             ----------   ----------   ----------   ----------
                Total interest and dividend income            1,823,005    1,415,115    5,150,903    3,806,246
                                                             ----------   ----------   ----------   ----------
     INTEREST EXPENSE
         Deposits                                               518,509      434,192    1,498,676    1,351,094
         Short-term borrowings                                   50,664       26,300      117,834       52,357
         Federal Home Loan Bank borrowings                      163,782       95,519      352,658      176,594
                                                             ----------   ----------   ----------   ----------
                Total interest expense                          732,955      556,011    1,969,168    1,580,045
                                                             ----------   ----------   ----------   ----------

     NET INTEREST INCOME                                      1,090,050      859,104    3,181,735    2,226,201
         Provision for loan losses                               45,393        9,000       96,393       27,000
                                                             ----------   ----------   ----------   ----------
     NET INTEREST INCOME AFTER
              PROVISION FOR LOAN LOSSES                       1,044,657      850,104    3,085,342    2,199,201
                                                             ----------   ----------   ----------   ----------
     NONINTEREST INCOME
         Service fees on deposit accounts                        72,886       63,864      210,451      195,652
         Earnings on bank-owned life insurance                   21,595       20,079       63,263       48,974
         Net gain on sale of investment securities               21,760         --         32,206         --
         Other                                                   12,210        8,795       35,097       26,043
                                                             ----------   ----------   ----------   ----------
                Total noninterest income                        128,451       92,738      341,017      270,669
                                                             ----------   ----------   ----------   ----------
     NONINTEREST EXPENSE
         Compensation and employee benefits                     442,896      343,981    1,321,659      957,776
         Occupancy and equipment                                 61,952       62,808      163,730      177,137
         Federal deposit insurance premiums                      16,467       10,114       38,726       30,011
         Data processing expense                                 68,573       72,826      227,231      216,088
         Professional fees                                      248,017       47,030      413,685      116,981
         Other                                                  221,278      108,088      444,776      289,150
                                                             ----------   ----------   ----------   ----------
                Total noninterest expense                     1,059,183      644,847    2,609,807    1,787,143
                                                             ----------   ----------   ----------   ----------

     INCOME BEFORE TAXES                                        113,925      297,995      816,552      682,727

     INCOME TAXES                                                24,717      106,256      252,020      242,318
                                                             ----------   ----------   ----------   ----------
     NET INCOME                                              $   89,208   $  191,739   $  564,532   $  440,409
                                                             ==========   ==========   ==========   ==========

     PER SHARE DATA:
         Earnings per share - basic and diluted              $     0.04   $     0.08   $     0.24   $     0.19
         Weighted average number of shares outstanding -
           basic and diluted                                  2,386,086    2,374,450    2,384,036    2,374,450

         Dividends per share                                       0.03           NA         0.07           NA
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       2

<PAGE>

                               SE FINANCIAL CORP.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Retained                 Accumulated
                                                 Additional     Earnings    Unallocated    Other         Total
                                                  paid-in      Substantially shares held Comprehensive Stockholders' Comprehensive
                                   Common Stock   Capital       Restricted   by ESOP     Income (Loss)   Equity           Income
                                   ------------   -------       ----------   -------     -------------   ------           ------
                                     (Unaudited)

<S>                                  <C>        <C>           <C>         <C>           <C>         <C>              <C>
   Balance, October 31, 2004          $ 257,888  $24,841,836   $8,450,438  $ (2,007,498) $ 59,859       $31,602,523

   Cash dividends paid                        -            -     (166,595)            -         -          (166,595)

   ESOP shares committed to be released       -       18,899            -       128,599         -           147,498

   Net income                                 -            -      564,532             -         -           564,532     $ 564,532

   Other comprehensive income:
      Unrealized loss on available
       for sale securities, net of
       reclassification adjustment,
       net of tax benefit of $223,339                                                    (433,541)         (433,541)    $(433,541)
                                                                                                                        ---------

   Comprehensive income                       -            -            -             -         -                 -     $ 130,991
                                      ---------  -----------   ----------  ------------ ---------       -----------     =========
   Balance, July 31, 2005             $ 257,888  $24,860,735   $8,848,375  $ (1,878,899 $(373,682)      $31,714,417
                                      =========  ===========   ==========  ============ =========       ===========

   Components of other comprehensive income (loss):                                                   July 31, 2005
                                                                                                      -------------

      Change in net unrealized gain on
       investment securities available for sale                                                          $ (412,285)
      Realized gains included in net income, net taxes of $10,950                                           (21,256)
                                                                                                         ----------
   Total                                                                                                 $ (433,541)
                                                                                                         ==========
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       3

<PAGE>
                               SE FINANCIAL CORP.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                       For the Nine Months Ended July 31,
                                                                             2005            2004
                                                                        ------------    ------------
<S>                                                                   <C>             <C>
      OPERATING ACTIVITIES
         Net income                                                     $    564,532    $    440,409
         Adjustments to reconcile net income to net cash provided
           by operating activities:
             Provision for loan losses                                        96,393          27,000
             Depreciation, amortization, and accretion                       161,984         115,177
             Earnings on bank-owned life insurance                           (63,263)        (48,974)
             Increase in principal and interest on loans sold payable        157,265          86,083
             Increase in accrued interest receivable                         (31,363)        (98,720)
             Increase (decrease) in accrued interest payable                  46,788          (3,519)
             Gain on sale of investment securities                           (32,206)              -
             Other, net                                                     (221,441)        300,722
                                                                        ------------    ------------
                 Net cash provided by operating activities                   678,689         818,178
                                                                        ------------    ------------

      INVESTING ACTIVITIES
         Investment securities held to maturity:
             Purchases                                                    (2,126,156)              -
         Investment securities available for sale:
             Proceeds from principal repayments and maturities             5,274,180       8,524,421
             Purchases                                                   (12,548,509)    (34,351,781)
             Proceeds from the sale of investment securities               8,757,326               -
         Decrease (increase) in loans receivable, net                    (12,626,601)     (7,017,340)
         Proceeds from sales of real estate acquired through
            foreclosure                                                       80,000          57,122
         Purchase of Federal Home Loan Bank stock                           (556,600)       (403,400)
         Redemption of Federal Home Loan Bank stock                          255,400               -
         Purchase of bank-owned life insurance                            (1,000,000)     (1,797,636)
         Purchase of premises and equipment                                 (137,372)        (45,937)
                                                                        ------------    ------------
                 Net cash used for investing activities                  (14,628,332)    (35,034,551)
                                                                        ------------    ------------

      FINANCING ACTIVITIES
         Increase (decrease) in deposits, net                              5,678,144      (2,749,287)
         Net decrease in short-term borrowings                            (2,400,000)              -
         Proceeds from Federal Home Loan Bank borrowings                   7,400,000      10,000,000
         Repayment of Federal Home Loan Bank borrowings                   (1,658,323)        (45,340)
         Net proceeds from issuance of common stock                                -      23,036,446
         Decrease in advances by borrowers
            for taxes and insurance, net                                     (68,769)         (4,210)
         Cash dividends                                                     (166,595)              -
                                                                        ------------    ------------
                 Net cash provided by financing activities                 8,784,457      30,237,609
                                                                        ------------    ------------

                 Decrease in cash and cash equivalents                    (5,165,186)     (3,978,764)

      CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                     6,180,794       6,303,891
                                                                        ------------    ------------

      CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $  1,015,608    $  2,325,127
                                                                        ============    ============
      SUPPLEMENTAL CASH FLOW DISCLOSURES
         Cash paid:
             Interest                                                   $  1,922,380    $  1,583,564
             Income taxes                                                    328,128         147,000
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       4

<PAGE>

                               SE FINANCIAL CORP.
            NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION
------------------------------

         The  consolidated  financial  statements  include  the  accounts  of SE
Financial  Corp.  (the  "Company") and St.  Edmond's  Federal  Savings Bank (the
"Bank"). The Bank includes its wholly-owned  subsidiary,  SE Investment Services
Corp.  ("Services Corp."), an inactive investment services and products provider
and SE DEL Corp.,  a  Delaware  investment  subsidiary  which  holds  investment
securities. All intercompany transactions have been eliminated in consolidation.

         The accompanying  unaudited consolidated financial statements have been
prepared in accordance with U. S. generally accepted  accounting  principles for
interim  financial   information  and  the  instructions  for  Form  10-QSB.  In
management's   opinion,   the  financial  statements  include  all  adjustments,
consisting of normal recurring adjustments, that the Company considers necessary
to fairly state the Company's  financial  position and the results of operations
and cash flows.  The balance sheet at October 31, 2004 has been derived from the
audited  financial  statements  at that  date but does  not  include  all of the
necessary informational disclosures and footnotes as required by U. S. generally
accepted accounting principles.  The results of the Company's operations for any
interim  period are not  necessarily  indicative of the results of the Company's
operations for any other interim period or for a full fiscal year.

NOTE 2 - COMPREHENSIVE INCOME
-----------------------------

         The  components  of   comprehensive   income  consist   exclusively  of
unrealized  gains and  losses on  available  for sale  securities.  For the nine
months  ended  July  31,  2005,   this  activity  is  shown  under  the  heading
Comprehensive  Income as presented in the  Consolidated  Statement of Changes in
Stockholders'  Equity  (Unaudited).  For the nine  months  ended  July 31,  2004
comprehensive  income  totaled  $219,376 and for the three months ended July 31,
2005 and 2004,  comprehensive  income  (loss)  totaled  $43,152  and  ($44,389),
respectively.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
-----------------------------------------

In April 2005, the Securities  and Exchange  Commission  adopted a new rule that
amends the compliance dates for Financial  Accounting Standards Board's ("FASB")
Statement of Financial Accounting Standards No. 123 (revised 2004),  Share-Based
Payment (FAS No. 123R). The Statement  requires that  compensation cost relating
to share-based  payment  transactions be recognized in financial  statements and
that this cost be  measured  based on the fair value of the equity or  liability
instruments  issued.  FAS  No.  123  (Revised  2004)  covers  a  wide  range  of
share-based compensation arrangements including share options,  restricted share
plans,  performance-based  awards, share appreciation rights, and employee share
purchase plans. The Company will adopt FAS No. 123 (Revised 2004) on November 1,
2006 and is currently  evaluating  the impact the adoption of the standard  will
have on the Company's results of operations.

In March 2005,  the  Securities  and Exchange  Commission  ("SEC")  issued Staff
Accounting  Bulletin No. 107 ("SAB No. 107"),  "Share-Based  Payment," providing
guidance on option valuation  methods,  the accounting for income tax effects of
share-based  payment  arrangements  upon  adoption  of SFAS No.  123-R,  and the
disclosures in MD&A subsequent to the adoption. The Company will provide SAB No.
107 required disclosures upon adoption of SFAS No. 123-R on November 1, 2006 and
is currently evaluating the impact the adoption of the standard will have on the
Company's financial condition, results of operations, and cash flows.

In October 2003 the American  Institute of Certified Public  Accountants  issued
SOP  03-3,  Accounting  for  Loans or  Certain  Debt  Securities  Acquired  in a
Transfer.  SOP 03-3 applies to a loan that is acquired where it is probable,  at
acquisition,  that a  transferee  will be unable to  collect  all  contractually
required payments receivable.  SOP 03-3 requires the recognition,  as accretable
yield,  of the  excess  of all  cash  flows  expected  at  acquisition  over the
investor's  initial  investment in the loan as interest  income on a level-yield
basis over the life of the loan.  The  amount by which the loan's  contractually
required  payments  exceed the amount of its expected cash flows at  acquisition
may not be recognized as an adjustment to yield, a loss accrual,  or a valuation
allowance for credit risk.  SOP 03-3 is effective  for loans  acquired in fiscal
years  beginning  after  December 31, 2004.  Early  adoption is  permitted.  The
adoption  of  SOP  03-3  is  not  expected  to  have a  material  impact  on the
consolidated financial statements.

In December 2004, FASB issued FAS No. 153, "Exchanges of Nonmonetary Assets - An
Amendment  of APB  Opinion  No.  29".  The  guidance  in  APB  Opinion  No.  29,
"Accounting  for  Nonmonetary  Transactions",  is  based on the  principle  that
exchanges of  nonmonetary  assets should be measured  based on the fair value of
the assets exchanged.  The guidance in that Opinion,  however,  included certain
exceptions to that principle. FAS No. 153 amends Opinion No. 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general  exception for exchanges of  nonmonetary  assets that do not have
commercial

                                       5

<PAGE>

substance.  A nonmonetary  exchange has commercial  substance if the future cash
flows of the  entity are  expected  to change  significantly  as a result of the
exchange.  The  provisions of FAS No. 153 are effective  for  nonmonetary  asset
exchanges  occurring in fiscal  periods  beginning  after June 15,  2005.  Early
application  is permitted and companies  must apply the standard  prospectively.
The adoption of this  standard is not expected to have a material  effect on the
Company's results of operations or financial position.

In June  2005,  the FASB  issued FAS No.  154,  "Accounting  Changes  and Errors
Corrections,  a replacement  of APB Opinion No. 20 and FAS No. 3". The Statement
applies to all  voluntary  changes in  accounting  principle,  and  changes  the
requirements  for  accounting  for  and  reporting  of a  change  in  accounting
principle.  FAS No. 154 requires  retrospective  application  to prior  periods'
financial  statements of a voluntary change in accounting principle unless it is
impractical.  APB Opinion No. 20 previously required that most voluntary changes
in  accounting  principle be recognized by including in net income of the period
of the change the cumulative effect of changing to the new accounting principle.
FAS No. 154 improves the financial  reporting  because its requirements  enhance
the consistency of financial reporting between periods.


NOTE 4 - INVESTMENTS
--------------------


The amortized cost and the fair value of investment  securities held to maturity
were as follows:

                                           July 31, 2005
                        ----------------------------------------------------
                                        Gross        Gross       Estimated
                         Amortized    Unrealized   Unrealized      Market
                            Cost        Gains       Losses         Value
                        -----------    --------    ---------     -----------

Municipal securities    $ 2,136,156    $ 32,931    $ (19,937)    $ 2,149,150


The  amortized  cost  and  the  fair  value  of  available-for-sale   investment
securities were as follows:

<TABLE>
<CAPTION>
                                                                   July 31, 2005
                                                ------------------------------------------------------
                                                                 Gross        Gross         Estimated
                                                 Amortized     Unrealized   Unrealized        Market
                                                    Cost         Gains        Losses          Value
                                                -----------   -----------   -----------    -----------

<S>                                            <C>           <C>           <C>            <C>
Mortgage-backed securities:
     Fannie Mae                                 $22,073,106   $    15,589   $  (265,418)   $21,823,277
     Freddie Mac                                  4,906,843           982       (44,044)     4,863,782
     Government National Mortgage Association     2,444,358        20,954             -      2,465,312
                                                -----------   -----------   -----------    -----------
     Total mortgage-backed securities            29,424,307        37,525      (309,461)    29,152,371
U.S. Government
  agency securities                               9,962,763         2,219      (236,656)     9,728,325
Corporate securities                              3,029,405             -       (14,240)     3,015,165
Municipal securities                              4,252,029         2,458       (45,507)     4,208,980
                                                -----------   -----------   -----------    -----------
          Total debt securities                  46,668,504        42,202      (605,865)    46,104,841
Mutual funds                                        189,105             -        (2,525)       186,580
                                                -----------   -----------   -----------    -----------
          Total                                 $46,857,609   $    42,202   $  (608,390)   $46,291,422
                                                ===========   ===========   ===========    ===========
</TABLE>

                                       6

<PAGE>

<TABLE>
<CAPTION>
                                                                   October 31, 2004
                                                ------------------------------------------------------
                                                                 Gross        Gross         Estimated
                                                 Amortized     Unrealized   Unrealized        Market
                                                    Cost         Gains        Losses          Value
                                                -----------   -----------   -----------    -----------
<S>                                           <C>           <C>           <C>            <C>
Mortgage-backed securities:
     Fannie Mae                                 $23,725,032   $   138,467   $   (50,781)   $23,812,718
     Freddie Mac                                  2,673,274        19,086       (13,993)     2,678,367
     Government National Mortgage Association     3,192,711        65,014          (236)     3,257,489
                                                -----------   -----------   -----------    -----------
     Total mortgage-backed securities            29,591,017       222,567       (65,010)    29,748,574
U.S. Government
  agency securities                              13,457,313        44,475      (156,453)    13,345,335
Corporate securities                              1,000,000             -        (6,500)       993,500
Municipal securities                              4,113,449        68,113       (16,025)     4,165,537
                                                -----------   -----------   -----------    -----------
          Total debt securities                  48,161,779       335,155      (243,988)    48,252,946
Mutual funds                                        184,843             -          (470)       184,373
                                                -----------   -----------   -----------    -----------
          Total                                 $48,346,622   $   335,155   $  (244,458)   $48,437,319
                                                ===========   ===========   ===========    ===========
</TABLE>

The  amortized  cost and estimated  market value of debt  securities at July 31,
2005,  by  contractual  maturity,  are shown below.  Mortgage-backed  securities
provide for periodic,  generally monthly, payments of principal and interest and
have  contractual   maturities  ranging  from  one  to  thirty  years.  Expected
maturities will differ from contractual  maturities  because  borrowers may have
the  right to call or  repay  obligations  with or  without  call or  prepayment
penalties.

<TABLE>
<CAPTION>
                                           Investment Securities               Investment Securities
                                              Held to Maturity                    Available for Sale
                                                       Estimated Market                   Estimated Market
                                        Amortized Cost     Value           Amortized Cost      Value
                                        -------------- ----------------    -------------- ---------------

<S>                                    <C>           <C>                    <C>           <C>
Due less than one year                   $         -   $         -            $   215,309   $   217,528
Due after one year through five years              -             -             11,766,804    11,502,174
Due after five years through ten years             -             -              4,032,413     3,988,944
Due after ten years                        2,136,156     2,149,150             30,653,978    30,396,196
                                         -----------   -----------            -----------   -----------
                                         $ 2,136,156   $ 2,149,150            $46,668,504   $46,104,841
                                         ===========   ===========            ===========   ===========
</TABLE>




                                       7

<PAGE>

NOTE 5 - LOANS RECEIVABLE
-------------------------

Loans receivable consist of the following:

<TABLE>
<CAPTION>
                                                       July 31, 2005                        October 31, 2004
                                              --------------------------------     -------------------------------
                                                   Amount           Percent             Amount          Percent
                                              -----------------  -------------     -----------------  ------------
Type of Loans:
-----------------
<S>                                            <C>                  <C>             <C>                 <C>
Mortgage loans:
   One-to four- family (1)                        $ 50,239,115         64.39%          $ 43,357,098        66.45%
   Multi-family                                        450,263          0.58%             1,036,017         1.59%
   Commercial real estate                            5,008,363          6.42%             4,939,451         7.57%
   Construction (2)                                  9,723,815         12.46%             5,536,598         8.49%
Home equity loans and lines of credit               11,926,211         15.29%             9,798,082        15.02%
Loans on savings accounts                              294,734          0.38%               438,588         0.67%
Other                                                  374,420          0.48%               140,648         0.21%
                                                  -------------       ------           ------------       ------

Total loans                                         78,016,921        100.00%            65,246,482       100.00%
                                                                      ======                              ======
Less:
   Net deferred loan fees and unamortized premiums     151,228                               93,764
   Allowance for loan losses                           452,930                              342,875
                                                  ------------                         ------------

Total loans, net                                  $ 77,412,763                         $ 64,809,843
                                                  ============                         ============

</TABLE>

-------------------
(1)  Included in this category are mixed-use loans and investor loans.
(2)  Included in this category are participation  interests in two loans with an
     aggregate  balance of $1.8  million at July 31, 2005 and four loans with an
     aggregate balance of $2.0 million at October 31, 2004.


NOTE 6 - FEDERAL HOME LOAN BANK BORROWINGS
------------------------------------------

The following tables set forth information concerning advances with the FHLB:

<TABLE>
<CAPTION>
                                                       Weighted-
                                                       average               Stated
                                Maturity range         interest        interest rate range     At July 31,   At October 31,
Description                  from            to          rate           from        to           2005             2004
                          ------------   ------------  ----------     --------------------   --------------  --------------
<S>                      <C>            <C>             <C>            <C>        <C>       <C>               <C>
Short-term borrowings      07/12/05       05/23/06        3.60%          3.49%      3.73%     $  4,600,000      $ 7,000,000
Convertible                02/18/10       02/18/10        5.91%          5.91%      5.91%        1,000,000        1,000,000
Mid Term Repo Fixed        05/01/06       05/11/15        3.57%          2.63%      4.84%       10,800,000        6,000,000
Fixed Rate                 08/20/08       08/20/08        6.24%          6.24%      6.24%        1,500,000        2,500,000
Fixed Rate amortizing      11/03/05       05/23/08        4.17%          4.14%      6.47%        2,017,934           76,257
                                                                                              ------------     ------------
              Total                                                                           $ 19,917,934     $ 16,576,257
                                                                                              ============     ============
</TABLE>

The Bank entered into a ten-year  "Convertible  Select" fixed commitment advance
arrangement  for  $1,000,000  with the FHLB.  Rates  may be reset at the  FHLB's
discretion  on a quarterly  basis based on the  three-month  LIBOR rate. At each
rate  change  the Bank may  exercise a put option  and  satisfy  the  obligation
without penalty.  The fixed rate amortizing  borrowing requires monthly payments
of principal and interest of $5,670 through November 2005.

All  borrowings  from  the FHLB  are  secured  by a  blanket  lien on  qualified
collateral,  defined  principally  as investment  securities  and mortgage loans
which are owned by the Bank free and clear of any liens or encumbrances.

                                       8

<PAGE>

Maturities of FHLB borrowings at July 31, 2005 are summarized as follows:


 Year Ending October 31,                  Amount         Weighted-Average Rate
 -----------------------                  ------         ---------------------

     2005                             $ 2,527,896               3.52%
     2006                               5,100,000               3.08%
     2007                               4,800,000               3.56%
     2008                               4,490,038               4.78%
     2010                               1,000,000               5.91%
     2015                               2,000,000               4.84%
                                     ------------
                                     $ 19,917,934               3.95%
                                     ============


NOTE 7 - EARNINGS PER SHARE
---------------------------

The Company currently  maintains a simple capital structure;  thus, there are no
dilutive  effects  on  earnings  per  share.  As such,  earnings  per  share are
calculated using the weighted-average number of shares outstanding, less average
unallocated shares held by the ESOP, for the period.

                                       9

<PAGE>

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

         This document contains forward-looking statements, including statements
about   anticipated   operating   and  financial   performance,   such  as  loan
originations,  operating  efficiencies,  loan sales,  charge-offs  and loan loss
provisions, growth opportunities, interest rates, and deposit growth. Words such
as "may,"  "could,"  "should,"  "would,"  "believe,"  "anticipate,"  "estimate,"
"expect,"  "intend,"  "project," "plan," and similar expressions are intended to
identify these forward-looking statements.

         Forward-looking  statements are  necessarily  subject to many risks and
uncertainties.  A  number  of  things  could  cause  actual  results  to  differ
materially from those indicated by the forward-looking  statements.  Many of the
risks and uncertainties are beyond our control.  Forward-looking  statements are
based on our  beliefs,  plans,  objectives,  goals,  assumptions,  expectations,
estimates,  and intentions as of the date the  statements are made.  There is no
assurance   that  these  beliefs,   plans,   objectives,   goals,   assumptions,
expectations, estimates, and intentions will be realized.

Comparison of the Results of Operations  for the Nine Months Ended July 31, 2005
and July 31, 2004

         The Company  recorded net income of $564.5 thousand for the nine months
ended July 31, 2005, which represents an increase of $124.1 thousand,  or 28.2%,
over the same period in 2004.  The increase in net income is primarily due to an
increase in net interest income and  non-interest  income partially offset by an
increase in non-interest expense.

         Net Interest Income. Net interest income for the nine months ended July
31, 2005 increased $955.5  thousand,  or 42.9% to $3.2 million from $2.2 million
for the same period in 2004 as a result of an increase in total interest  income
which more than offset an increase in interest expense.  The net interest margin
increased  by 37 basis  points to 3.54% for the nine months  ended July 31, 2005
from 3.17% for the nine months ended July 31, 2004. Interest income for the nine
months  ended July 31, 2005 totaled $5.1 million as compared to $3.8 million for
the nine months ended July 31, 2004. This increase of $1.3 million was primarily
attributable to an increase in the average balance of interest-earning assets to
$122.2  million for the nine months  ended July 31, 2005 from $95.6  million for
the nine months ended July 31, 2004 as well as an increase in the average  yield
on interest earning assets of 32 basis points to 5.69% for the nine months ended
July 31, 2005 from 5.37% for the nine months  ended July 31,  2004.  The average
balance of loans receivable and investment  securities for the nine months ended
July 31, 2005 as compared to the same period of the prior year  increased  $18.2
million and $15.6  million,  respectively.  Loans  receivable  increased  due to
increased loan demand and investment securities increased due to the purchase of
mortgage-backed  securities,  government  agencies,  and  municipal  securities.
Interest  expense  increased  to $2.0 million for the nine months ended July 31,
2005 from $1.6 million for the nine months ended July 31, 2004 and was primarily
attributable  to  an  increase  in  the  average  balance  of   interest-bearing
liabilities  to $90.8 million for the nine months ended July 31, 2005 from $78.1
million  for the nine  months  ended July 31, 2004 as well as an increase in the
average cost of funds of 19 basis points to 2.89% for the nine months ended July
31, 2005 from 2.70% for the nine months ended July 31, 2004. The average balance
of  deposits  and FHLB  advances  for the nine  months  ended  July 31,  2005 as
compared to the same period of the prior year  increased  $5.4  million and $7.3
million,  respectively.  The  increase  in deposits  represented  an increase in
certificates  of  deposit,  savings  and  interest  bearing  demand.  Borrowings
increased  as funds  were used to  purchase  investment  securities.  Management
anticipates that the Company may experience margin  compression in the future as
the  current  interest  rate  environment   could  result  in   interest-bearing
liabilities,   primarily   certificates  of  deposit,   repricing   faster  than
interest-earning assets, primarily long term mortgage loans.

         Loan Loss  Provision.  The provision for loan losses was $96.4 thousand
for the nine months ended July 31, 2005 compared to $27.0  thousand for the nine
months  ended July 31, 2004 due to the increase in volume and loan mix. The loan
loss  provision is based upon  management's  assessment of a variety of factors,
including levels of, and trends in,  delinquencies  and  nonaccruals,  trends in
volume  and  terms  of  loans,  effects  of any  changes  in  lending  policies,
historical loss experience,  collectibility of collateral values and guaranties,
pending legal action for  collection of loans and related  guaranties,  national
and economic trends and conditions and  concentrations of credit.  The allowance
represents  management's  best estimate of known and inherent losses in the loan
portfolio at the balance  sheet date that are both  probable and  reasonable  to
estimate.  However,  actual loan losses  could exceed the amounts that have been
charged to operations.

         Non-interest  Income.  Total  non-interest  income  increased to $341.0
thousand for the nine months ended July 31, 2005 compared to $270.7 thousand for
the  nine  months  ended  July  31,  2004  due  mainly  to  gains on the sale of
securities of $32.2  thousand,  an increase of $14.8 thousand in service fees on
deposit  accounts and an increase of $14.3  thousand from earnings on bank-owned
life insurance.

                                       10

<PAGE>

         Non-interest  Expense.  Non-interest  expense increased to $2.6 million
for the nine months  ended July 31,  2005 from $1.8  million for the nine months
ended July 31, 2004 due to increases  in  compensation  and  employee  benefits,
professional  fees, and other expense of $363.9 thousand,  $296.7 thousand,  and
$155.6 thousand, respectively.  Compensation and employee benefits increased due
to  additions  to staff,  a severance  payment to the former  President,  normal
salary  increases,  implementation of an employee stock ownership plan for 2004,
and increased medical insurance costs. Professional fees increased due mainly to
costs associated with the Company's  annual meeting and legal expenses  incurred
to defend against the actions of a dissident  shareholder as well as accounting,
auditing and legal fees that resulted from becoming a public  reporting  company
including  SOX  compliance  expenses.  Other  expense  increased  due  mainly to
increased  advertising  costs  associated  with the  promotion of new  products,
telecommunications  enhancement expense due to the enhancement of the technology
infrastructure  to  upgrade  data  security  and to  facilitate  cost  effective
franchise  growth,  supplies  expense,  costs  related to the  production of the
annual report and proxy, and costs associated with becoming a public company.

         Additionally,  the Bank  currently  plans to add full time employees to
its  staff  over  the  next  several  years,   including  new   lending/business
development  officers and branch personnel.  The Bank previously announced plans
to open two new banking  offices in late 2005, one in the Roxborough  section of
Philadelphia, Pennsylvania and one in Ardmore, Pennsylvania.

         Income Taxes.  Income tax expense  increased to $252.0 thousand for the
nine  months  ended July 31, 2005 from  $242.3  thousand  for the same period in
2004. The increase was due to higher pre-tax income, however, the effective rate
decreased due to higher tax-exempt income.

Comparison of the Results of Operations for the Three Months Ended July 31, 2005
and July 31, 2004

         The Company  recorded net income of $89.2 thousand for the three months
ended July 31, 2005,  versus $191.7  thousand over the same period in 2004.  The
decrease in net income is primarily due to an increase in  non-interest  expense
partially offset by an increase in net interest income and non-interest income.

         Net Interest  Income.  Net  interest  income for the three months ended
July 31, 2005 increased to $1.1 million from $859.1 thousand for the same period
in 2004 as a result of an  increase  in total  interest  income  which more than
offset an increase in interest expense.  The net interest margin increased by 49
basis  points to 3.49% for the three  months  ended July 31, 2005 from 3.00% for
the three months ended July 31, 2004. Interest income for the three months ended
July 31, 2005  totaled  $1.8  million as compared to $1.4  million for the three
months  ended July 31, 2004.  This  increase of $407.9  thousand  was  primarily
attributable to an increase in the average balance of interest-earning assets to
$127.2  million for the three months ended July 31, 2005 from $115.9 million for
the three months ended July 31, 2004. This increase was also  attributable to an
increase in the average yield on  interest-earning  assets of 87 basis points to
5.77% for the three  months  ended July 31, 2005 from 4.90% for the three months
ended July 31, 2004.  The average  balance of loans  receivable  and  investment
securities  for the three  months  ended July 31,  2005 as  compared to the same
period of the prior year increased $19.4 million and $8.6 million, respectively.
Loans  receivable  increased due to increased  loan demand and the addition of a
Chief Lending Officer and investment securities increased due to the purchase of
mortgage-backed  securities,  government  agencies,  and  municipal  securities.
Interest  expense  increased to $732.9  thousand for the three months ended July
31, 2005 from $556.0  thousand  for the three months ended July 31, 2004 and was
primarily attributable to an increase in the average balance of interest-bearing
liabilities  to $127.2  million  for the three  months  ended July 31, 2005 from
$115.9  million for the three  months ended July 31, 2004 as well as an increase
in the average  cost of funds of 38 basis  points to 3.02% for the three  months
ended July 31, 2005 from 2.64 % for the three months  ended July 31,  2004.  The
average balance of deposits and FHLB advances for the nine months ended July 31,
2005 as compared to the same period of the prior year increased $7.3 million and
$5.3 million,  respectively. The increase in deposits represented an increase in
certificates  of  deposit,  savings  and  interest  bearing  demand.  Borrowings
increased as funds were used to purchase investment securities.

         Loan Loss  Provision.  The provision for loan losses was $45.4 thousand
for the three months  ended July 31, 2005  compared to $9 thousand for the three
months  ended July 31, 2004 due to the increase in volume and loan mix. The loan
loss  provision is based upon  management's  assessment of a variety of factors,
including levels of, and trends in,  delinquencies  and  nonaccruals,  trends in
volume  and  terms  of  loans,  effects  of any  changes  in  lending  policies,
historical loss experience,  collectibility of collateral values and guaranties,
pending legal action for  collection of loans and related  guaranties,  national
and economic trends and conditions and  concentrations of credit.  The allowance
represents  management's  best estimate of known and inherent losses in the loan
portfolio at the balance  sheet date that are both  probable and  reasonable  to
estimate.  However,  actual loan losses  could exceed the amounts that have been
charged to operations.

                                       11

<PAGE>

         Non-interest  Income.  Total  non-interest  income  increased to $128.0
thousand for the three months ended July 31, 2005 compared to $92.7 thousand for
the  three  months  ended  July  31,  2004  due  mainly  to gains on the sale of
securities  of $22  thousand  and an increase of $9 thousand in service  fees on
deposits.

         Non-interest  Expense.  Non-interest  expense increased to $1.1 million
for the three  months  ended July 31,  2005 from $644.8  thousand  for the three
months ended July 31,  2004.  The  increase in  non-interest  expense was due to
increases in compensation and employee  benefits,  professional  fees, and other
expense of $99 thousand,  $201  thousand and $113  thousand,  respectively.  The
increase in  compensation  and employee  benefits was due to additions to staff,
normal salary increases and employee stock ownership plan expense. The increases
in  professional  fees were due mainly to costs  associated  with the  Company's
annual  meeting and legal  expenses  incurred to defend against the actions of a
dissident  shareholder  as well as  accounting,  auditing  and  legal  fees that
resulted  from becoming a public  reporting  company,  including SOX  compliance
expenses.  Other  expense  increased due mainly to increased  advertising  costs
associated  with the promotion of new products,  telecommunications  enhancement
expense due to the enhancement of the technology  infrastructure to upgrade data
security and to facilitate cost effective  franchise  growth,  supplies expense,
costs  related  to the  production  of the annual  report  and proxy,  and costs
associated with becoming a public company.


         Income  Taxes.  Income tax  expense  was $24.7  thousand  for the three
months ended July 31, 2005 as compared to $106.2 thousand for the same period in
2004 due mainly to a decrease in pre-tax income.


Comparison of Financial Condition at July 31, 2005 and October 31, 2004

         Assets and  Liabilities.  The Company's total assets  increased by $9.1
million to $133.9  million at July 31, 2005 from  $124.8  million at October 31,
2004.

         Cash and cash  equivalents  decreased  to $1.0 million at July 31, 2005
from $6.2  million at October  31,  2004.  Cash and cash  equivalents  decreased
during the period as funds were utilized to fund loan originations.

         Investment  securities  held to maturity  were $2.1 million at July 31,
2005 as the result of the purchase of municipal  securities  during the quarter.
The  Company  classified  these  securities  as held to  maturity  in  order  to
diversify  the  portfolio.  The Company  has no  investment  securities  held to
maturity at October 31, 2004.

         Investment  securities available for sale decreased by $2.1 million, to
$46.3  million at July 31,  2005 from $48.4  million at October  31,  2004.  The
decrease is principally due to mortgage-backed security repayments and sales and
a decrease in the net unrealized gain.

         Net loans  receivable  increased  $12.6  million,  or  19.4%,  to $77.4
million at July 31, 2005 from $64.8  million at October 31, 2004, as the Company
continued  to  experience  strong  loan  production.  The  increase in net loans
receivable  was  primarily  the  result  of  increases  in one-  to  four-family
residential  mortgages (which includes owner and non-owner occupied properties),
home equity loans and construction financing in the amount of $6.9 million, $2.1
million and $4.2 million,  respectively. The increase was due to the addition of
a Chief Lending Officer and strong loan volume.

         The allowance for loan losses  increased to $452.9 thousand at July 31,
2005 from $342.9 thousand at October 31, 2004 and represented  .59% of the gross
loan  portfolio  at July 31,  2005.  The Company had  nonaccrual  loans of $60.9
thousand and $53.8 thousand at July 31, 2005 and October 31, 2004, respectively.
Management  does not believe the nonaccrual  loans or any amounts  classified as
nonperforming will have a significant effect on operations or liquidity in 2005.
Furthermore,  management is not aware of any trends or uncertainties  related to
any loans  classified  as  doubtful  or  substandard  that might have a material
effect on earnings, liquidity or capital resources.

         Bank owned life  insurance  increased  to $2.9 million at July 31, 2005
from $1.9  million at October  31,  2004 due to an  additional  purchase of $1.0
million.

         Total  deposits  increased to $81.1 million at July 31, 2005 from $75.4
million at October  31,  2004.  This was  primarily  a result of an  increase in
certificates of deposit,  money market accounts,  and checking  accounts of $3.4
million,  $1.9 million and $1.2 million,  respectively,  offset by a decrease in
savings of $679 thousand.

         Short-term  borrowings  decreased to $4.6 million at July 31, 2005 from
$7.0 million at October 31, 2004 due to repayments of $2.4 million.

                                       12

<PAGE>

         Federal Home Loan Bank  borrowings  increased to $15.3  million at July
31,  2005 from $9.6  million at October  31,  2004.  The  increase is due to new
borrowings of $7.4 million offset by repayments of $1.7 million and  repayments.
The Bank borrowed funds to purchase  investment  securities and  mortgage-backed
securities.

         Stockholders'  Equity.  Total  stockholders'  equity increased to $31.7
million at July 31, 2005 from $31.6  million at October 31, 2004.  This increase
was attributable to net income of $564.5 thousand and the release of ESOP shares
in the amount of $147.5 thousand, offset by accumulated other comprehensive loss
of $433.5  thousand and cash  dividends  paid in the amount of $166.6  thousand.
Accumulated other  comprehensive  income decreased as a result of an increase in
the net unrealized loss on investment  securities available for sale. Because of
interest rate volatility,  accumulated other  comprehensive  income (loss) could
materially  fluctuate for each interim  period and year end period  depending on
economic and interest rate conditions.  On July 29, 2005 the Company announced a
stock  repurchase  program  authorizing  the  repurchase  of up to  10%  of  the
outstanding common stock of the Company equating to 257,888 shares.


Liquidity and Capital Resources

         Liquidity.  Liquidity  management  for  the  Company  is  measured  and
monitored on both a short- and long-term  basis,  allowing  management to better
understand and react to emerging  balance sheet trends.  After assessing  actual
and projected  cash flow needs,  management  seeks to obtain funding at the most
economical  cost to the Company.  Both short- and long-term  liquidity needs are
addressed by maturities and sales of investments securities, and loan repayments
and  maturities.  The use of these  resources,  in  conjunction  with  access to
credit,  provides the core ingredients for satisfying depositor,  borrower,  and
creditor needs.

         The  Company's  liquid  assets  consist  of cash and cash  equivalents,
certificates  of  deposit  in  other  financial   institutions   and  investment
securities  classified  as  available  for sale.  The  level of these  assets is
dependent on the Company's operating, investing, and financing activities during
any  given  period.  At  July  31,  2005,  cash  and  cash  equivalents  totaled
approximately $1.0 million, or .76% of total assets while investment  securities
classified as available for sale and  certificates of deposit in other financial
institutions  totaled  approximately  $46.5  million,  or 34.7% of total assets.
Management believes that the liquidity needs of the Company are satisfied by the
current  balance  of cash and cash  equivalents,  readily  available  access  to
traditional  funding sources,  FHLB advances,  and the portion of the investment
and loan portfolios that mature within one year.

         Operating activities provided net cash of approximately $678.7 thousand
and  $818.2  thousand  for the  nine  months  ended  July  31,  2005  and  2004,
respectively and were  principally  generated from net income of $564.5 thousand
and $440.4 thousand in each of the respective periods.

             Investing  activities  consist  primarily of loan  originations and
repayments and investment purchases,  sales and maturities.  For the nine months
ended July 31, 2005, these cash usages primarily consisted of an increase in net
loans receivable of $12.7 million,  purchases of investment  securities of $14.7
million,  and the purchase of  bank-owned  life  insurance in the amount of $1.0
million.  Partially  offsetting  the  usage of  investment  activities  is $14.1
million of proceeds from investment  security sales,  maturities and repayments.
For the same period ended 2004,  cash usages  primarily  consisted of investment
purchases of $34.4 million,  an increase in net loan  receivable of $7.0 million
and the purchase of  bank-owned  life  insurance in the amount of $1.8  million.
Partially  offsetting  the usage of  investment  activities  were  proceeds from
repayments  and  maturities  of  investment  securities  in the  amount  of $8.5
million.

         Financing  activities  consist of the  solicitation  and  repayment  of
customer  deposits,  borrowings  and  repayments,  and advances by borrowers for
taxes and insurance and the payment of cash dividends. For the nine months ended
July 31, 2005, net cash provided by financing  activities  totaled $8.8 thousand
and was principally from an increase in deposits of $5.7 million and an increase
in FHLB  borrowings  of $7.4  million  offset  by the  repayment  of  short-term
borrowings in the amount of $2.4 million and the repayment of FHLB borrowings of
$1.7  million.  For the same  period in 2004,  net cash  provided  by  financing
activities  totaled $30.2  million and was  primarily  derived from net proceeds
derived from common stock sold in the Company's initial public offering of $23.0
million and an increase in FHLB advances in the amount of $10.0  million  offset
by a decrease in deposits of $2.7 million.

         Liquidity  may be adversely  affected by unexpected  deposit  outflows,
interest rates paid by competitors,  and similar  matters.  Management  monitors
projected  liquidity needs and determines the level desirable,  based in part on
the Company's  commitment to make loans, as well as  management's  assessment of
the Company's  ability to generate funds. The Bank anticipates that it will have
sufficient liquidity to satisfy expected short-term and long-term funding needs.

         Capital.  The  Company's  primary  source of capital has been  retained
earnings.  Historically,  the Bank has generated net retained  income to support
normal growth and  expansion.  The proceeds of the stock  offering in connection
with the Company's  recently  completed  mutual-to-stock  conversion are part of
management's new capital  planning policy

                                       13

<PAGE>

to ensure  compliance  with  regulations  and to permit  future  expansion.  The
infusion of this new  capital  significantly  increased  the  Company's  capital
resources by increasing equity.

            The Bank is subject to federal regulations  imposing minimum capital
requirements.   Management   monitors  the  Bank's  total  risk-based,   Tier  I
risk-based,  and Tier I  leverage  capital  ratios  to  assess  compliance  with
regulatory  guidelines.  At July 31, 2005, the Bank exceeded the minimum capital
ratio requirements.



ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Based on her evaluation of
the Company's  disclosure  controls and procedures (as defined in Rule 13a-15(e)
under the Securities  Exchange Act of 1934 (the "Exchange Act")),  the Company's
principal  executive and financial  officer has 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 Exchange
Act 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 quarter
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

<PAGE>

                                     PART II


ITEM 1. LEGAL PROCEEDINGS
               Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
               None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
               Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of  Stockholders  (the  "Meeting") of the Company was held on
June 6,  2005.  There  were  outstanding  and  entitled  to vote at the  Meeting
2,578,875  shares of Common  Stock of the  Company.  There  were  present at the
meeting or by proxy the holders of 2,499,044 shares of Common Stock representing
96.9%  of the  total  eligible  votes to be cast.  The  matters  voted on at the
Meeting and the result of the voting at the Meeting was as follows  (percentages
in terms of votes cast):

<TABLE>
<CAPTION>
<S>                            <C>            <C>           <C>                  <C>
    Election of Directors
    Samuel Barsky                 FOR:          2,054,958      PERCENT FOR:        82.2%
                                   WITHHELD:      444,086      PERCENT WITHHELD:   17.8%
    Andrew A. Hines               FOR:          2,055,958      PERCENT FOR:        82.3%
                                   WITHHELD:      443,086      PERCENT WITHHELD:   17.7%
    William F. Saldutti, III      FOR:          2,055,958      PERCENT FOR:        82.3%
                                   WITHHELD:      443,086      PERCENT WITHHELD:   17.7%

     Ratification of Auditors

     Ratification  of the  appointment  of S.R.  Snodgrass,  A.C. as independent
     auditor for the Company for the fiscal year ending October 31, 2005.

                                  FOR:          2,205,168      PERCENT FOR:        88.2%
                                  AGAINST:         91,613      PERCENT AGAINST:     3.7%
                                  ABSTAIN:        202,263      PERCENT ABSTAIN:     8.1%
</TABLE>

ITEM 5. OTHER INFORMATION
               None.

ITEM 6. EXHIBITS
               (a) Exhibits
                    3(i)   Articles of Incorporation of SE Financial Corp. *
                    3(ii)  Bylaws of SE Financial Corp. *
                    4      Specimen Stock Certificate of SE Financial Corp. *
                    10.1   Executive Life Insurance Plan **
                    10.2   Directors' Incentive Retirement Plan **
                    10.3   Executive Officers' Incentive Retirement Plan **
                    10.4   Form of Management Severance Agreement ***
                    31     Certification  pursuant  to   Section   302   of  the
                           Sarbanes-Oxley Act of 2002
                    32     Certification   pursuant to   Section   906   of  the
                           Sarbanes-Oxley Act of 2002
                    99.1   Report of Independent Registered Public Accounting
                           Firm



                                       15

<PAGE>

     *    Incorporated by reference to the identically  numbered  exhibit to the
          Company's  registration  statement on Form SB-2 (File No.  333-112153)
          filed with the SEC on January 23, 2004.

     **   Incorporated by reference to the identically  numbered  exhibit to the
          Company's  registration  statement on Form SB-2 (File No.  333-112153)
          filed with the SEC on March 1, 2004.

     ***  Incorporated  by  reference to the exhibit to the  Company's  Form 8-K
          (File No. 000-50684) filed with the SEC on September 2, 2005.







                                       16

<PAGE>

                                   SIGNATURES

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


                                            SE FINANCIAL CORP.



Date: September 14, 2005                    /s/Pamela M. Cyr
      ------------------                    ------------------------------------
                                            Pamela M. Cyr
                                            President and CEO
                                            (Principal Executive and Financial &
                                            Accounting Officer)