UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549










FORM
10-Q


(Mark
One)





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





For the
quarterly period ended December 31, 2008





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:  0-52532




SUGAR CREEK FINANCIAL CORP.


(Exact
name of registrant as specified in its charter)





United States
            
            74-3210459_____(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





28 West Broadway, Trenton,
Illinois 62293-1304


(Address
of principal executive offices)(Zip Code)





(618)
224-9228


(Registrant’s
telephone number, including area code)





Not
Applicable


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





Indicate
by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes xNo  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  Large Accelerated Filer   o   Accelerated
Filer  ̈   Non-accelerated
Filer  ̈   Smaller
Reporting Company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes  ̈ No x





As of
February 3, 2009 there were 900,107 shares of the registrant’s common stock
outstanding, $.01 par value per share.









SUGAR
CREEK FINANCIAL CORP.





FORM
10-Q





Index





Page
      No.PART
      I.  FINANCIAL INFORMATIONItem
      1.
                      Financial
      Statements
                      1Consolidated
      Balance Sheets at December 31, 2008 andMarch
      31, 2008 (Unaudited)
                      1Consolidated
      Statements of Operations for the three and nine monthsended
      December 31, 2008 and 2007 (Unaudited)
                      2Consolidated
      Statements of Cash Flows for the nine months endedDecember
      31, 2008 and 2007 (Unaudited)
                      3Notes
      to Unaudited Consolidated Financial Statements
                      4Item
      2.
                      Management’s
      Discussion and Analysis of Financial Condition andResults
      of Operations
                      5Item
      3.
                      Quantitative
      and Qualitative Disclosure About Market Risk
                      13Item
      4T.
                      Controls
      and Procedures
                      13PART
      II.  OTHER INFORMATIONItem
      1.
                      Legal
      Proceedings
                      14Item
      1A.
                      Risk
      Factors
                      14Item
      2.
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      14Item
      3.
                      Defaults
      upon Senior Securities
                      14Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      14Item
      5.
                      Other
      Information
                      14Item
      6.
                      Exhibits
                      15Signatures
                      16




i




Part
I.  Financial Information





Item
1. Financial Statements.





SUGAR
CREEK FINANCIAL CORP. AND SUBSIDIARY


Consolidated
Balance Sheets (Unaudited)





December 31,
                          
                          
                          March 31,2008
                          
                          
                          2008AssetsCash
      and due from banks
                          
                          $
                          656,559
                          
                          
                          
                          607,687Federal
      funds sold
                          
                          
                          4,354,322
                          
                          
                          
                          929,733FHLB
      daily investment
                          
                          
                          1,482,727
                          
                          
                          
                          1,629,805Cash
      and cash equivalents
                          
                          
                          6,493,608
                          
                          
                          
                          3,167,225Stock
      in Federal Home Loan Bank of Chicago
                          
                          
                          1,660,145
                          
                          
                          
                          1,660,145Loans
      receivable, net of allowance for loan lossesof
      $165,287 and $124,287
                          
                          
                          82,540,398
                          
                          
                          
                          79,803,742Premises
      and equipment, net
                          
                          
                          1,157,399
                          
                          
                          
                          1,036,555Foreclosed
      real estate
                          
                          
                          385,847
                          
                          
                          
                          385,847Accrued
      interest receivable:Securities
                          
                          
                          -
                          
                          
                          
                          -Loans
                          
                          
                          328,750
                          
                          
                          
                          329,079Other
      assets
                          
                          
                          208,061
                          
                          
                          
                          223,594Total
      assets
                          
                          $
                          92,774,208
                          
                          
                          
                          86,606,187Liabilities
      and Stockholders' EquityDeposits
                          
                          $
                          62,365,211
                          
                          
                          
                          59,181,449Accrued
      interest on deposits
                          
                          
                          186,266
                          
                          
                          
                          233,399Advances
      from FHLB of Chicago
                          
                          
                          20,000,000
                          
                          
                          
                          17,000,000Advances
      from borrowers for taxes and insurance
                          
                          
                          204,784
                          
                          
                          
                          342,017Other
      liabilities
                          
                          
                          184,197
                          
                          
                          
                          247,438Income
      taxes
                          
                          
                          600,330
                          
                          
                          
                          436,865Total
      liabilities
                          
                          
                          83,540,788
                          
                          
                          
                          77,441,168Commitments
      and contingenciesStockholders'
      equity:Preferred
      stock, $.01 par value, 1,000,000 sharesauthorized;  none
      issued or outstandingCommon
      stock, $.01 par value, 14,000,000 sharesauthorized;  906,879
      shared issued
                          
                          
                          9,069
                          
                          
                          
                          9,069Additional
      paid-in capital
                          
                          
                          3,207,505
                          
                          
                          
                          3,341,901Treasury
      stock, at cost, 6,772 shares
                          
                          
                          (56,157
                          )
                          
                          
                          -Common
      stock acquired by employee stock ownership plan
                          
                          
                          (308,091
                          )
                          
                          
                          (325,866
                          )Retained
      earnings - substantially restricted
                          
                          
                          6,381,094
                          
                          
                          
                          6,139,915Total
      stockholders' equity
                          
                          
                          9,233,420
                          
                          
                          
                          9,165,019Total
      liabilities and stockholders' equity
                          
                          $
                          92,774,208
                          
                          
                          
                          86,606,187





See
accompanying notes to unaudited consolidated financial statements.




1




SUGAR
CREEK FINANCIAL CORP. AND SUBSIDIARY


Consolidated
Statements of Operations





Three Months Ended
                        December 31,
                      
                      
                      Nine Months Ended
                        December 31,2008
                      
                      
                      2007
                      
                      
                      2008
                      
                      
                      2007(Unaudited)
                      
                      
                      (Unaudited)Interest
      income:Loans
      receivable
                      
                      $
                      1,248,261
                      
                      
                      
                      1,255,443
                      
                      
                      $
                      3,734,861
                      
                      
                      
                      3,653,095Securities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      13,051Other
      interest-earning assets
                      
                      
                      4,725
                      
                      
                      
                      32,931
                      
                      
                      
                      26,182
                      
                      
                      
                      97,008Total
      interest income
                      
                      
                      1,252,986
                      
                      
                      
                      1,288,374
                      
                      
                      
                      3,761,043
                      
                      
                      
                      3,763,154Interest
      expense:Deposits
                      
                      
                      461,020
                      
                      
                      
                      511,615
                      
                      
                      
                      1,395,778
                      
                      
                      
                      1,524,414Advances
      from FHLB
                      
                      
                      190,294
                      
                      
                      
                      270,309
                      
                      
                      
                      627,905
                      
                      
                      
                      736,005Total
      interest expense
                      
                      
                      651,314
                      
                      
                      
                      781,924
                      
                      
                      
                      2,023,683
                      
                      
                      
                      2,260,419Net
      interest income
                      
                      
                      601,672
                      
                      
                      
                      506,450
                      
                      
                      
                      1,737,360
                      
                      
                      
                      1,502,735Provision
      for loan losses
                      
                      
                      40,046
                      
                      
                      
                      80,436
                      
                      
                      
                      51,876
                      
                      
                      
                      80,436Net
      interest income after provisionfor
      loan losses
                      
                      
                      561,626
                      
                      
                      
                      426,014
                      
                      
                      
                      1,685,484
                      
                      
                      
                      1,422,299Noninterest
      income:Loan
      service charges
                      
                      
                      4,988
                      
                      
                      
                      7,479
                      
                      
                      
                      14,930
                      
                      
                      
                      18,855Service
      charges on deposit accounts
                      
                      
                      43,548
                      
                      
                      
                      34,961
                      
                      
                      
                      123,153
                      
                      
                      
                      98,267Other
                      
                      
                      4,936
                      
                      
                      
                      5,475
                      
                      
                      
                      15,058
                      
                      
                      
                      12,783Total
      noninterest income
                      
                      
                      53,472
                      
                      
                      
                      47,915
                      
                      
                      
                      153,141
                      
                      
                      
                      129,905Noninterest
      expense:Compensation
      and benefits
                      
                      
                      279,898
                      
                      
                      
                      296,252
                      
                      
                      
                      779,504
                      
                      
                      
                      889,075Occupancy
      expense
                      
                      
                      25,789
                      
                      
                      
                      23,142
                      
                      
                      
                      76,282
                      
                      
                      
                      68,000Equipment
      and data processing
                      
                      
                      83,039
                      
                      
                      
                      82,232
                      
                      
                      
                      268,280
                      
                      
                      
                      240,629FDIC
      premium expense
                      
                      
                      10,762
                      
                      
                      
                      1,671
                      
                      
                      
                      15,011
                      
                      
                      
                      5,354Advertising
                      
                      
                      18,079
                      
                      
                      
                      12,056
                      
                      
                      
                      34,483
                      
                      
                      
                      28,624Supplies
      expense
                      
                      
                      5,114
                      
                      
                      
                      11,301
                      
                      
                      
                      22,326
                      
                      
                      
                      31,090Other
                      
                      
                      81,850
                      
                      
                      
                      87,303
                      
                      
                      
                      249,554
                      
                      
                      
                      229,276Total
      noninterest expense
                      
                      
                      504,531
                      
                      
                      
                      513,957
                      
                      
                      
                      1,445,440
                      
                      
                      
                      1,492,048Earnings
      (loss) before income taxes
                      
                      
                      110,567
                      
                      
                      
                      (40,028
                      )
                      
                      
                      393,185
                      
                      
                      
                      60,156Income
      tax expense (benefit)
                      
                      
                      44,165
                      
                      
                      
                      (15,290
                      )
                      
                      
                      152,006
                      
                      
                      
                      24,382Net
      earnings (loss)
                      
                      $
                      66,402
                      
                      
                      
                      (24,738
                      )
                      
                      $
                      241,179
                      
                      
                      
                      35,774Earnings
      (loss) per share
                      
                      $
                      0.08
                      
                      
                      
                      (0.03
                      )
                      
                      $
                      0.28
                      
                      
                      
                      0.04Dividends
      per share
                      
                      $
                      0.00
                      
                      
                      
                      0.00
                      
                      
                      $
                      0.00
                      
                      
                      
                      0.00





See
accompanying notes to unaudited consolidated financial statements.




2




SUGAR
CREEK FINANCIAL CORP. AND SUBSIDIARY


Consolidated
Statements of Cash Flows (Unaudited)





Nine Months EndedDecember 31,2008
                      
                      
                      2007Cash
      flows from operating activities:Net
      earnings
                      
                      $
                      241,179
                      
                      
                      
                      35,774Adjustments
      to reconcile net earnings to netcash
      provided by (used for) operating activities:Depreciation
                      
                      
                      79,493
                      
                      
                      
                      59,321ESOP
      expense
                      
                      
                      15,636
                      
                      
                      
                      23,636Incentive
      plan expense
                      
                      
                      11,653
                      
                      
                      
                      -Amortization
      of deferred loan fees, net
                      
                      
                      (15,020
                      )
                      
                      
                      (18,558
                      )Provision
      for loan losses
                      
                      
                      51,876
                      
                      
                      
                      80,436Decrease
      (increase) in accrued interest receivable
                      
                      
                      329
                      
                      
                      
                      (5,286
                      )Decrease
      (increase) in other assets
                      
                      
                      15,533
                      
                      
                      
                      541,605Increase
      (decrease) in:Accrued
      interest on deposits
                      
                      
                      (47,133
                      )
                      
                      
                      (4,580
                      )Other
      liabilities
                      
                      
                      (63,241
                      )
                      
                      
                      51,747Income
      taxes
                      
                      
                      163,465
                      
                      
                      
                      (8,264
                      )Net
      cash provided by (used for) operating activities
                      
                      
                      453,770
                      
                      
                      
                      755,831Cash
      flows from investing activities:Net
      change in loans receivable
                      
                      
                      (2,773,512
                      )
                      
                      
                      (1,684,957
                      )Purchase
      of premises and equipment
                      
                      
                      (200,337
                      )
                      
                      
                      (220,265
                      )Net
      cash provided by (used for) investing activities
                      
                      
                      (2,973,849
                      )
                      
                      
                      (1,905,222
                      )Cash
      flows from financing activities:Net
      increase (decrease) in deposits
                      
                      
                      3,183,762
                      
                      
                      
                      (6,896,468
                      )Increase
      (decrease) in advances fromborrowers
      for taxes and insurance
                      
                      
                      (137,233
                      )
                      
                      
                      43,558Proceeds
      from advances from FHLB
                      
                      
                      19,500,000
                      
                      
                      
                      21,500,000Repayment
      of advances from FHLB
                      
                      
                      (16,500,000
                      )
                      
                      
                      (19,000,000
                      )Proceeds
      from sale of common stock, net
                      
                      
                      -
                      
                      
                      
                      2,996,088Repurchase
      of common stock
                      
                      
                      (200,067
                      )
                      
                      
                      -Net
      cash provided by (used for) financing activities
                      
                      
                      5,846,462
                      
                      
                      
                      (1,356,822
                      )Net
      increase (decrease) in cash and cash equivalents
                      
                      
                      3,326,383
                      
                      
                      
                      (2,506,213
                      )Cash
      and cash equivalents at beginning of period
                      
                      
                      3,167,225
                      
                      
                      
                      6,958,707Cash
      and cash equivalents at end of period
                      
                      $
                      6,493,608
                      
                      
                      
                      4,452,494Supplemental
      disclosures-cash paid during the period for:Interest
      on deposits and advances from FHLB
                      
                      $
                      2,080,884
                      
                      
                      
                      2,250,455Federal
      and state income taxes
                      
                      $
                      152,006
                      
                      
                      
                      24,382Real
      estate and repossessions acquired in settlement of loans
                      
                      $
                      43,176
                      
                      
                      
                      385,847





See
accompanying notes to unaudited consolidated financial statements.




3




SUGAR
CREEK FINANCIAL CORP. AND SUBSIDIARY
 Notes
to Unaudited Consolidated Financial Statements
 December
31, 2008
 
 (1)
              Basis
      of Presentation
 
 The accompanying unaudited consolidated
financial statements have been prepared in accordance with instructions for Form
10-Q and, therefore, do not include all disclosures necessary for a complete
presentation of the financial statements in conformity with U.S. generally
accepted accounting principles.  However, all adjustments that are, in
the opinion of management, necessary for the fair presentation of the interim
financial statements have been included.  Such adjustments were of a
normal recurring nature.  The results of operations for the three and
nine month periods ended December 31, 2008 are not necessarily indicative of the
results that may be expected for the entire year or any other interim
period.
 
 In preparing financial statements in
conformity with U.S. generally accepted accounting principles, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and income and expenses during the
reporting period. Actual results could differ significantly from those
estimates.  Material estimates that are particularly susceptible to
significant change in the near term relate to determination of the allowance for
losses on loans.
 
 (2)
              Mutual
      Holding Company Reorganization and Minority Stock
  Issuance
 
 Sugar
Creek Financial Corp. (the “Company”) was organized as a federal corporation at
the direction of Tempo Bank (the “Bank”) in connection with the mutual holding
company reorganization of the Bank. The reorganization was completed on April 3,
2007. In the reorganization, the Company sold 45% of its outstanding shares of
common stock (408,095 shares) to the public, and issued 55% of its outstanding
shares of common stock (498,784 shares) to Sugar Creek MHC, the mutual holding
company of the Bank. The Company loaned $355,490 to a trust for the Employee
Stock Ownership Plan (“the ESOP”) enabling the ESOP  to purchase
35,549 shares of common stock in the offering for the benefit of the Bank’s
employees.  In addition, a contribution of $50,000 was made to
capitalize Sugar Creek MHC. Costs incurred in connection with the common stock
offering were recorded as a reduction of the proceeds from the offering and
totaled $679,000.  The Company owns all of the Bank’s capital
stock.
 
 (3)
              Earnings
      Per Share
 
 When
presented, basic earnings per share are computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period, including ESOP shares which have been committed to be released.
Diluted earnings per share reflect the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity.
 
 4
  Following
is a summary of basic and diluted earnings per share:
 
 Three Months Ended
                    
                    
                    Nine Months EndedDecember 31,
                    
                    
                    December 31,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Net
      earnings (loss)
                    
                    $
                    66,402
                    
                    
                    
                    (24,738
                    )
                    
                    $
                    241,179
                    
                    
                    
                    35,774Weighted-average
      shares - Basic EPS
                    
                    
                    863,524
                    
                    
                    
                    873,305
                    
                    
                    
                    870,536
                    
                    
                    
                    872,515Effect
      of dilutive stock awards
                    
                    
                    2,205
                    
                    
                    
                    -
                    
                    
                    
                    792
                    
                    
                    
                    -Weighted-average
      shares - Diluted EPS
                    
                    
                    865,729
                    
                    
                    
                    873,305
                    
                    
                    
                    871,328
                    
                    
                    
                    872,515Basic
      earnings (loss) per common share
                    
                    $
                    0.08
                    
                    
                    
                    (0.03
                    )
                    
                    $
                    0.28
                    
                    
                    
                    0.04Diluted
      earnings (loss) per common share
                    
                    $
                    0.08
                    
                    
                    
                    (0.03
                    )
                    
                    $
                    0.28
                    
                    
                    
                    0.04Anti-dilutive
      shares
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    -
 
 (4)
              Equity
      Incentive Plan.
 
 On
November 19, 2007 stockholders approved the Sugar Creek Financial Corp. 2007
Equity Incentive Plan (the “Plan”).  Under the Plan, the Company may
grant to employees, officers and directors up to 62,211 shares of common stock,
including 44,437 shares for stock options and 17,774 shares of restricted
stock.
 
 On July
21, 2008, the Board of Directors granted 17,774 shares of restricted stock to
officers and directors of the Company.  Shares of common stock were
purchased in the open market at an average price of $8.18 per share to fund the
restricted stock awards.  Incentive plan expense was $7,000 for the
three months and $12,000 for the nine months ended December 31,
2008.
 
 Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
 
 Management’s
discussion and analysis of the financial condition and results of operations at
and for the three and nine months ended December 31, 2008 and 2007 is intended
to assist in understanding our financial condition and results of operations.
The information contained in this section should be read in conjunction with the
Unaudited Consolidated Financial Statements and the notes thereto, appearing in
Part I, Item 1 of this report.
 
 Forward-Looking
Statements
 
 This
quarterly report contains forward-looking statements that are based on
assumptions and may describe our future plans, strategies and expectations.
These forward-looking statements are generally identified by use of the words
“believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar
expressions.
 
 Our
ability to predict results or the actual effect of future plans or strategies is
inherently uncertain. Factors which could have a material adverse effect on our
operations include, but are not limited to, changes in interest rates, national
and regional economic conditions, legislative and regulatory changes, monetary
and fiscal policies of the U.S. government, including policies of the U.S.
Treasury and the Federal Reserve Board, the quality and composition of our loan
or investment portfolios, demand for loan products, deposit flows, competition,
demand for financial services in our market area, changes in real estate market
values in our area, and changes in relevant accounting principles and
guidelines.
  5
  These
risks and uncertainties should be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. Except as
required by applicable law or regulation, we do not undertake, and specifically
disclaim any obligation, to release publicly the result of any revisions that
may be made to any forward-looking statements to reflect events or circumstances
after the date of the statements or to reflect the occurrence of anticipated or
unanticipated events.
 
 General
 
 Sugar
Creek Financial Corp. is the holding company for Tempo Bank. Tempo Bank operates
from two offices in Trenton and Breese, Illinois. Tempo Bank is engaged
primarily in the business of attracting deposits from the general public and
using such funds to originate a variety of single-family residential mortgages,
consumer and business loans.
 
 Critical
Accounting Policy
 
 Allowance for Loan Losses.We
consider the allowance for loan losses to be a critical accounting policy. The
allowance for loan losses is the amount estimated by management as necessary to
cover probable losses inherent in the loan portfolio at the balance sheet date.
The allowance is established through the provision for loan losses, which is
charged to income. Determining the amount of the allowance for loan losses
necessarily involves a high degree of judgment. Among the material estimates
required to establish the allowance are: loss exposure at default; the amount
and timing of future cash flows on impacted loans; value of collateral; and
determination of loss factors to be applied to the various elements of the
portfolio. All of these estimates are susceptible to significant change.
Management reviews the level of the allowance at least monthly and establishes
the provision for loan losses based upon an evaluation of the portfolio, past
loss experience, current economic conditions and other factors related to the
collectibility of the loan portfolio. Although we believe that we use the best
information available to establish the allowance for loan losses, future
adjustments to the allowance may be necessary if economic conditions differ
substantially from the assumptions used in making the evaluation. In addition,
the Office of Thrift Supervision, as an integral part of its examination
process, periodically reviews our allowance for loan losses. Such agency may
require us to recognize adjustments to the allowance based on its judgments
about information available to it at the time of its examination. A large loss
could deplete the allowance and require increased provisions to replenish the
allowance, which would adversely affect earnings.
 
 Balance
Sheet Analysis
 
 Overview.Total assets at
December 31, 2008 were $92.8 million compared to $86.6 million at March 31,
2008.   A $2.7 million increase in loans and a $3.4 million
increase in Federal funds sold were funded primarily by increases in deposits
and FHLB of Chicago borrowings.
 
 Loans Receivable,
Net.   Loans receivable, net of allowance for loan losses,
increased to $82.5 million at December 31, 2008 from $79.8 million at March 31,
2008.  The increase consisted primarily of one-to four-family
residential real estate loans.
 
 Nonaccrual
loans at December 31, 2008 increased to $1.5 million compared to $64,000 at
March 31, 2008. Nonaccrual loans at December 31, 2008 consisted of nine
single-family loans aggregating $1.4 million and six consumer loans aggregating
$61,000. The two largest nonaccrual single-family loans were $352,000 and
$280,000.  At March 31, 2008, there were three consumer loans
aggregating $64,000 classified as nonaccrual. Nonaccrual loans increased for the
nine month period ended December 31, 2008 as a result of a slowing local and
regional economy, job layoffs, divorce and health issues afflicting our
borrowers.  There were no troubled debt restructurings or loans 90
days or more past due and still accruing at either date.
  6
  Nonperforming
Assets
 
 December 31,
                              
                              
                              March 31,(Dollars
      in thousands)
                              
                              2008
                              
                              
                              2008Nonaccrual
      loans:Residential
      real estate
                              
                              $
                              1,405
                              
                              
                              $
                              -Commercial
      real estate
                              
                              
                              -
                              
                              
                              
                              -Commercial
                              
                              
                              -
                              
                              
                              
                              -Consumer
                              
                              61
                              
                              
                              64Total
                              
                              
                              1,466
                              
                              
                              
                              64Foreclosed
      real estate and other repossessed assets (1)
                              
                              418
                              
                              
                              386Total
      nonperforming assets
                              
                              $
                              1,884
                              
                              
                              $
                              450Total
      nonperforming loans to total loans
                              
                              
                              1.78
                              %
                              
                              
                              0.08
                              %Total
      nonperforming loans to total assets
                              
                              
                              1.58
                              %
                              
                              
                              0.07
                              %Total
      nonperforming assets to total assets
                              
                              
                              2.03
                              %
                              
                              
                              0.52
                              %
 (1)
Foreclosed real estate and other repossessed assets at December 31, 2008 consist
of one single-family residence located in O’Fallon, Illinois and two
automobiles.
 
 At December 31, 2008, we had no loans
which were not currently classified as nonaccrual, 90 days past due or impaired
but where known information about possible credit problems of borrowers caused
management to have serious concerns as to the ability of the borrowers to comply
with present loan repayment terms and which may result in disclosure in
nonaccrual, 90 days past due or impaired.  See also “Analysis of Loan
Loss Experience”.
  Investments. The Bank is a
member of the Federal Home Loan Bank of Chicago (“FHLBC”), from which we borrow
to fund our operations. As a member, we are required to own stock in the FHLBC.
In addition, we maintain excess or voluntary stock, which is stock held in
excess of the amount required as a condition of membership or for borrowings. On
October 10, 2007, the FHLBC entered into a consensual cease and desist order
with the Federal Housing Finance Board Office of Supervision, which limits the
ability of the FHLBC to redeem excess or voluntary stock or to pay dividends.
The FHLBC has not paid a dividend during the last six quarters citing continuing
pressure on net interest income, projected earnings levels, market conditions
and regulatory requirements.  At December 31, 2008, we owned $1.66
million of FHLBC stock, of which $660,000 was considered excess or voluntary
stock.  Our investment portfolio consists solely of our investment in
the FHLBC.
  Premises and Equipment,
Net.Premises and equipment, net, increased $120,000 to $1.2
million at December 31, 2008 primarily as a result of the purchase of a tract of
land for a possible future branch location.
 
 Other Assets.Other
assets decreased $16,000 to $208,000 at December 31, 2008 due primarily to the
timing of payment of certain prepaid items.
 
 Deposits. Deposit balances
increased to $62.4 million at December 31, 2008 as customers’ funds moved from
the stock market and other investment accounts to insured deposits.
  Borrowings. We use short-term,
cash equivalent FHLB advances as an additional source of liquidity. FHLB
advances increased $3.0 million from $17.0 million at March 31, 2008 to $20.0
million at December 31, 2008.
  7
  Other
Liabilities.Advances from borrowers for real estate taxes and
insurance decreased $137,000 to $205,000 at December 31, 2008 due to payments
made for real estate taxes and insurance.  Other liabilities decreased
$63,000 to $184,000 at December 31, 2008 as a result of timing of payment of
certain accrual items.
 
 Stockholders’
Equity.Stockholders’ equity increased $68,000 to $9.2 million
at December 31, 2008 as a result of net earnings of $241,000, partially offset
by the repurchase of common stock of $200,000, primarily used to fund restricted
stock awards.
 
 Results
of Operations for the Three Months Ended December 31, 2008 and
2007.
 
 General.Net earnings for the
three months ended December 31, 2008 were $66,000, compared to a net loss of
$24,700 for the same period last year.  Higher net interest income and
noninterest income, combined with a lower provision for loan losses and
noninterest expenses, were partially offset by income tax expense.
 
 Total Interest Income.Total interest income
decreased $35,000 to $1.3 million for the three months ended December 31,
2008.  Interest income on loans decreased $7,000 as result of a lower
average balance on loans. The FHLBC continues its suspended dividend policy and,
therefore, the Bank does not expect to receive cash or stock dividends on the
FHLB stock in the near future. Earnings on overnight deposits fell $28,000 since
the Federal Reserve lowered the target for the Fed Funds rate to 0.00% to
0.25%.
 
 Total Interest Expense.Total
interest expense decreased by $131,000 to $651,000 for the three months ended
December 31, 2008 from $782,000 for the three months ended December 31, 2007.
The decrease resulted primarily from lower average rates on customer deposits
and FHLB advances.
 
 Net Interest Income.  Net
interest income increased $95,000 to $602,000 for the three months ended
December 31, 2008 from $506,000 for the three months ended December 31, 2007 as
a result of lower average rates on deposits and FHLB advances.
 
 Provision for Loan Losses. We
establish provisions for loan losses which are charged to operations at a level
we believe to be appropriate to our risk profile. These provisions represent
management’s best estimate of probable loan losses in the
portfolio.  In evaluating the allowance for loan losses, management
considers historical loss experience, the composition of the loan portfolio,
adverse situations that might impact a borrower’s ability to repay the loan, the
value of the underlying collateral, and other information, including level of
nonaccrual loans.  During the quarter ended December 31, 2008, the
Bank recorded $40,000 as a provision for loan losses. For the comparable period
ended December 31, 2007, the Bank recorded $80,000 as a provision for loan
losses.
  Noninterest
Income.  Noninterest income includes service charges on deposit
accounts, loan service charges, and other income.  Total noninterest
income increased for the three month period ended December 31, 2008 to $53,000
from $48,000 for the three months ended December 31, 2007 due to increased ATM
and debit card fees resulting from increased usage and the Bank’s overdraft
privilege program for transaction account customers.
  Noninterest Expense.  Noninterest
expense includes salaries and employee benefits, equipment and data processing,
occupancy and other expenses.  Total noninterest expense decreased by
$9,000 to $505,000 for the three months ended December 31, 2008 from $514,000
for the three months ended December 31, 2007.  Reductions in
compensation, health care and retirement benefit costs were the largest
contributors to the decrease.  Health care costs declined as a result
of our decision to change providers which has resulted in a cost savings.
Retirement benefit expenses decreased due to lower plan contributions required
as a result of higher investment returns in the defined benefit
plan.  FDIC premium expense increased due to a new risk-based
assessment system which considers the supervisory rating and certain financial
ratios of each financial institution and related expiring credits.
  8
  Income
Taxes.  Income tax expense was $44,000 for the three months
ended December 31, 2008 compared to a tax benefit of $15,000 for the three
months ended December 31, 2007. The increase in tax expense is primarily
attributable to the higher pre-tax income for the current period.
  Results
of Operations for the Nine months Ended December 31, 2008 and 2007.
 
 General.Net earnings for the
nine months ended December 31, 2008 were $241,000, an increase of $205,000 from
the nine months ended December 31, 2007. The increase in earnings was due to
increases in net interest income, noninterest income and reductions in
noninterest expenses.
 
 The
following table summarizes average balances and annualized average yields and
costs for the nine months ended December 31, 2008 and 2007.
 
 Nine Months Ended December 31,2008
                        
                        
                        2007(Dollars in thousands)
                        
                        Average
                          Balance
                        
                        
                        Interest
                          and
                          Dividends
                        
                        
                        Yield/
                          Cost
                        
                        
                        Average
                          Balance
                        
                        
                        Interest
                          and
                          Dividends
                        
                        
                        Yield/
                          CostAssets:Interest-earning
      assets:Loans
                        
                        $
                        82,627
                        
                        
                        $
                        3,735
                        
                        
                        
                        6.03
                        %
                        
                        $
                        81,100
                        
                        
                        $
                        3,653
                        
                        
                        
                        6.01
                        %Stock
      in FHLB of Chicago
                        
                        
                        1,660
                        
                        
                        
                        –
                        
                        
                        
                        0.00
                        
                        
                        
                        1,660
                        
                        
                        
                        13
                        
                        
                        
                        1.04Other
      interest-earning assets
                        
                        
                        3,339
                        
                        
                        
                        26
                        
                        
                        
                        1.04
                        
                        
                        
                        2,598
                        
                        
                        
                        97
                        
                        
                        
                        4.98Total
      interest-earning assets
                        
                        
                        87,626
                        
                        
                        
                        3,761
                        
                        
                        
                        5.72
                        
                        
                        
                        85,358
                        
                        
                        
                        3,763
                        
                        
                        
                        5.88Noninterest-earning
      assets
                        
                        
                        3,127
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        2,523Total
      assets
                        
                        
                        90,753
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        87,881Liabilities
      and Stockholders’ EquityTotal
      interest-bearing deposits
                        
                        
                        57,482
                        
                        
                        
                        1,396
                        
                        
                        
                        3.24
                        
                        
                        
                        54,461
                        
                        
                        
                        1,524
                        
                        
                        
                        3.73FHLB
      advances
                        
                        
                        20,389
                        
                        
                        
                        628
                        
                        
                        
                        4.12
                        
                        
                        
                        20,778
                        
                        
                        
                        736
                        
                        
                        
                        4.72Total
      interest-bearing liabilities
                        
                        
                        77,871
                        
                        
                        
                        2,024
                        
                        
                        
                        3.47
                        
                        
                        
                        75,239
                        
                        
                        
                        2,260
                        
                        
                        
                        4.01Noninterest-bearing
      deposit accounts
                        
                        
                        2,695
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        2,444Other
      noninterest-bearing liabilities
                        
                        
                        927
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,120Total
      liabilities
                        
                        
                        81,493
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        78,803Stockholders’
      equity
                        
                        
                        9,260
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        9,078Total
      liabilities and stockholders’ equity
                        
                        $
                        90,753
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        87,881Net
      interest income
                        
                        
                        
                        
                        
                        $
                        1,737
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        $
                        1,503Interest
      rate spread
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        2.25
                        %
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1.87
                        %Net
      interest margin
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        2.64
                        %
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        2.35
                        %
 
 Total Interest Income. Total
interest income decreased $2,000 to $3.761 million for the nine months ended
December 31, 2008 from $3.763 million for the same period ended December 31,
2007. While interest income on loans increased because of higher average
balances and a higher average yield on loans, interest income on other interest
earning assets and dividends on FHLB stock declined.
  9
  Total Interest Expense.Total
interest expense decreased by $236,000 to $2.0 million for the nine months ended
December 31, 2008 from $2.3 million for the comparable prior year period. The
decline was due to reductions in deposit interest expense and FHLB advance
interest expense.
 
 Net Interest Income. Net
interest income increased by $234,000 to $1.74 million for the nine months ended
December 31, 2008 from $1.5 million for the nine months ended December 31, 2007
as a result of lower average rates on deposits and FHLB advances.
 
 Provision for Loan Losses. We
establish provisions for loan losses which are charged to operations at a level
we believe to be appropriate to our risk profile. These provisions represent
management’s best estimate of probable loan losses in the portfolio. In
evaluating the allowance for loan losses, management considers historical loss
experience, the composition of the loan portfolio, adverse situations that might
impact a borrower’s ability to repay the loan, the value of the underlying
collateral, and other information, including level of nonaccrual loans. During
the nine month period ended December 31, 2008, we recorded a $52,000 provision
for loan losses compared to an $80,000 provision for the same period in
2007.
 
 Analysis
of Loan Loss Experience.
 
 Nine Months Ended
                                    December 31,(Dollars in thousands)
                                  
                                  2008
                                  
                                  
                                  2007Allowance
      at beginning of period
                                  
                                  $
                                  124
                                  
                                  
                                  $
                                  130Provision
      for (recovery of) loan losses
                                  
                                  
                                  52
                                  
                                  
                                  
                                  80Charge-offs:One-
      to four- family
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (92
                                  )Consumer
      loans
                                  
                                  
                                  (11
                                  )
                                  
                                  
                                  -Total
      charge-offs
                                  
                                  
                                  (11
                                  )
                                  
                                  
                                  (92
                                  )Recoveries:One-
      to four- family
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Consumer
      loans
                                  
                                  
                                  -
                                  
                                  
                                  
                                  6Total
      recoveries
                                  
                                  
                                  -
                                  
                                  
                                  
                                  6Net
      recoveries (charge-offs)
                                  
                                  
                                  (11
                                  )
                                  
                                  
                                  (86
                                  )Allowance
      at end of period
                                  
                                  $
                                  165
                                  
                                  
                                  $
                                  124Allowance
      to nonperforming loans
                                  
                                  
                                  11.26
                                  %
                                  
                                  
                                  288.37
                                  %Allowance
      to total loans outstanding at end of nine month period
                                  
                                  
                                  0.20
                                  %
                                  
                                  
                                  0.15
                                  %Annualized
      net charge-offs (recoveries) to average loans outstanding
                                  
                                  
                                  0.02
                                  %
                                  
                                  
                                  0.14
                                  %
 
 Noninterest Income.Noninterest income includes service charges on deposit accounts, loan
service charges, and other income. Total noninterest income increased for the
nine months ended December 31, 2008 to $153,000 from $130,000 for the same
period ended December 31, 2007. The increase continues to be driven by increased
ATM and debit card fees resulting from increased usage and the Bank’s overdraft
privilege program for transaction account customers.
 
 Noninterest Expense.Noninterest expense includes salaries and employee benefits, equipment
and data processing, occupancy and other expenses. Total noninterest expense
decreased by $47,000 for the nine months ended December 31, 2008 to $1.4
million. The decrease was primarily due to lower compensation and benefits
expense as a result of a change in employee healthcare providers and reduced
defined benefit plan expenses.
 
 10
  Income Taxes.Income tax
expense increased to $152,000 for the nine months ended December 31, 2008 from
$24,000 for the same period ended December 31, 2007. The $128,000 increase in
tax expense is primarily attributable to the higher pre-tax income for the nine
month period ended December 31, 2008.
  Liquidity
and Capital Management
 
 Liquidity Management.  Liquidity
is the ability to meet current and future financial obligations of a short-term
nature. Our primary sources of funds consist of deposit inflows, loan
repayments, maturities of and payments on investment securities and borrowings
from the FHLBC.  While maturities and scheduled amortization of loans
and securities are predictable sources of funds, deposit flows and mortgage
prepayments are greatly influenced by general interest rates, economic
conditions and competition.
 
 We regularly adjust our investments in
liquid assets based upon our assessment of (1) expected loan demand,
(2) expected deposit flows, (3) yields available on interest-earning
deposits and securities and (4) the objectives of our asset/liability management
policy.
 
 Our most liquid assets are cash and
cash equivalents.  The levels of these assets depend on our operating,
financing, lending and investing activities during any given
period.  At December 31, 2008, cash and cash equivalents totaled $6.5
million and the Bank was eligible for additional advances of up to $13.2 million
from the FHLBC.  At December 31, 2008, we had $20.0 million of
advances outstanding.
 
 A significant use of our liquidity is
the funding of loan originations.  Historically, many of the
commitments expire without being fully drawn; therefore, the total commitment
amounts do not necessarily represent future cash requirements. At December 31,
2008, we had no outstanding loan commitments.
 
 Another significant use of our
liquidity is the funding of deposit withdrawals.  Certificates of
deposit due within one year of December 31, 2008 totaled $33.4 million, or 77.2%
of certificates of deposit.  Although the percentage of certificates
of deposit that mature within one year is slightly larger than last quarter, it
continues to reflect consumers’ hesitancy to invest their funds for longer
periods given uncertainties about the interest rate environment.  If
these maturing deposits do not remain with us, we will be required to seek other
sources of funds, including other certificates of deposit and
borrowings.  Due to the severe economic conditions, we have become
quite sensitized about deposit pricing and the monitoring of liquidity levels.
While we believe we can attract new money deposits with targeted pricing, the
local deposit market is extremely competitive with both regional and national
banking institutions “buying the market” for liquidity. This has contributed
significantly to a very rate sensitive time deposit base.
 
 Our primary investing activity is the
origination of loans.  Our primary financing activities consist of
activity in deposit accounts and FHLB advances.  Deposit flows are
affected by the overall level of interest rates, the rates paid and products
offered by us and our local competitors and several other factors.  We
generally manage the pricing of our deposits to be
competitive.  Occasionally, we offer promotional rates on certain
deposit products to attract deposits.
 
 Capital Management.We
are subject to various regulatory capital requirements administered by the
Office of Thrift Supervision, including a risk-based capital measure. The
risk-based capital guidelines include both a definition of capital and a
framework for calculating risk-weighted assets by assigning balance sheet assets
and off-balance sheet items to broad risk categories. At December 31, 2008, we
exceeded all of our regulatory capital requirements. We are considered “well
capitalized” under regulatory guidelines.
  11
  The Bank
may not declare or pay a cash dividend, if the effect of such dividends would be
to cause the capital of the Bank to be reduced below the aggregate amount
required by federal or state law.  The Company may pay a dividend, if
and when declared by its Board of Directors.  Any dividends waived by
the MHC, are subject to approval by the OTS.  Any repurchases of the
Company’s common stock will be conducted in accordance with applicable laws and
regulations.
 
 The
Bank’s actual and required capital amounts and ratios at December 31, 2008 are
as follows:
 
 Minimum Requiredfor Capital
                                
                                
                                to be "WellActual
                                
                                
                                Adequacy
                                
                                
                                Capitalized"Amount
                                
                                
                                Ratio
                                
                                
                                Amount
                                
                                
                                Ratio
                                
                                
                                Amount
                                
                                
                                Ratio(Dollars in Thousands)Stockholders'
      equity of the Bank
                                
                                $
                                8,862
                                
                                
                                
                                9.55
                                %
                                
                                $
                                1,392
                                
                                
                                
                                1.50
                                %General
      valuation allowance
                                
                                
                                165Total
      capital to risk-weighted assets
                                
                                $
                                9,027
                                
                                
                                
                                18.03
                                %
                                
                                $
                                4,005
                                
                                
                                
                                8.00
                                %
                                
                                $
                                5,006
                                
                                
                                
                                10.00
                                %Tier
      1 capital to risk-weighted assets
                                
                                $
                                8,862
                                
                                
                                
                                17.70
                                %
                                
                                $
                                2,003
                                
                                
                                
                                4.00
                                %
                                
                                $
                                3,004
                                
                                
                                
                                6.00
                                %Tier
      1 capital to total assets
                                
                                $
                                8,862
                                
                                
                                
                                9.55
                                %
                                
                                $
                                3,711
                                
                                
                                
                                4.00
                                %
                                
                                $
                                4,638
                                
                                
                                
                                5.00
                                %
 
 Off-Balance
Sheet Arrangements
 
 In the
normal course of operations, we engage in a variety of financial transactions
that, in accordance with U.S. generally accepted accounting principles are not
recorded in our financial statements. These transactions involve, to varying
degrees, elements of credit, interest rate and liquidity risk. Such transactions
are used primarily to manage customers’ requests for funding and take the form
of loan commitments and lines of credit.
 
 For the
nine months ended December 31, 2008, we did not engage in any off-balance sheet
transactions reasonably likely to have a material effect on our financial
condition, results of operations or cash flows.
  12
  Item
      3.
              Quantitative
      and Qualitative Disclosure About Market
Risk
 
 Not
applicable.
 
 Item
      4T.
              Controls
      and Procedures
 
 The
Company’s management, including the Company’s principal executive officer and
principal financial officer, have evaluated the effectiveness of the Company’s
“disclosure controls and procedures,” as such term is defined in Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  Based upon their evaluation, the principal executive officer
and principal financial officer concluded that, as of the end of the period
covered by this report, the Company’s disclosure controls and procedures were
effective for the purpose of ensuring that the information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms and (2) is accumulated and communicated to the Company’s
management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required
disclosure.
 
 During
the quarterly period ended December 31, 2008, there were no changes in the
Company’s internal control over financial reporting which materially affected,
or are reasonably likely to materially affect, the Company’s internal controls
over financial reporting.
  13
  PART
II.  OTHER INFORMATION
 
 Item
      1.
              Legal
      Proceedings
 
 Sugar
Creek Financial Corp. is not involved in any pending legal
proceedings.  Tempo Bank is not involved in any pending legal
proceedings other than routine legal proceedings occurring in the ordinary
course of business.  Such routine legal proceedings, in the aggregate,
are believed by management to be immaterial to its financial condition and
results of operations.
 
 Item
      1A.
              Risk
      Factors
 
 Not
applicable.
 
 Item
      2.
              Unregistered
      Sales of Equity Securities and Use of
Proceeds
  Period
                        
                        (a)
                          Total number
                          ofShares (or
                          Units)
                          Purchased
                        
                        
                        (b)
                          Average Price
                          Paid per Share
                          (or Unit)
                        
                        
                        (c)
                          Total Number of
                          Shares (or units)
                          Purchased as Part
                          of Publicly
                          Announced Plans
                          or Programs
                        
                        
                        (d)
                          Maximum Number (or
                          Appropriate Dollar
                          Value) of Shares (or
                          units) that May Yet Be
                          Purchased Under the
                          Plans or ProgramsMonth #1
                          October 1, 2008
                          through
                          October 31, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Month #2
                          November 1, 2008
                          through
                          November 30, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Month #3
                          December 1, 2008
                          through
                          December 31, 2008
                        
                        
                        16,046
                        (1)
                        
                        $
                        8.16
                        
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        
                        16,046
                        (1)
                        
                        $
                        8.16
                        
                        
                        
                        -
 
 (1)
              On
      December 4, 2008 and December 8, 2008, management purchased a total of
      16,046 shares of Company common stock in open market
      transactions.
 
 
 Item
      3.
              Defaults
      upon Senior Securities
 
 Not Applicable.
 
 Item
      4.
              Submission
      of Matters to a Vote of Security
Holders
 
 Not Applicable.
 
 Item
      5.
              Other
      Information
 
 None.
  14
  Item
      6.
              Exhibits
  3.1
                                    
                                    Charter
      of Sugar Creek Financial  (1)3.2
                                    
                                    Bylaws
      of Sugar Creek Financial  (1)4.0
                                    
                                    Stock
      certificate of Sugar Creek Financial (2)10.1
                                    
                                    Employment
      Agreement by and between Tempo Bank and Robert J. Stroh, Jr., as
      amended10.2
                                    
                                    Employment
      Agreement by and between Sugar Creek Financial Corp. and Robert J. Stroh,
      Jr., as amended10.3
                                    
                                    Employment
      Agreement by and between Tempo Bank and Francis J. Eversman, as
      amended10.4
                                    
                                    Employment
      Agreement by and between Sugar Creek Financial Corp. and Francis J.
      Eversman, as amended10.5
                                    
                                    Tempo
      Bank Employee Severance Compensation Plan, as amended31.0
                                    
                                    Rule
      13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief
      Financial Officer32.0
                                    
                                    Section
      1350
Certification
 
 
  (1)
                      
                      Incorporated
      by reference into this document from the Exhibits filed with the
      Securities and Exchange Commission on the Annual Report on Form 10-KSB
      (File No. 000-52532), filed on June 27, 2007.(2)
                      
                      Incorporated
      by reference into this document from the Exhibits filed with the
      Securities and Exchange Commission on the Registration Statement on Form
      SB-2, (File No. 333-139332) and any amendments
  thereto.
  15
  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.
  SUGAR
      CREEK FINANCIAL CORP.Dated:
                  February 9, 2009
                  
                  By:
                  /s/
      Robert J. Stroh, Jr.Robert
      J. Stroh, Jr.Chairman,
      Chief Executive Officer andChief
      Financial Officer
  16