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 June 30, 2009





OR





o
            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)





(618)
224-9228


(Registrant’s
telephone number)





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 o





Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the Registrant was required to submit
and post such files). Yes o   No
o





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.  (Check one): Large Accelerated
Filer   o   Accelerated
Filer o   Non-accelerated
Filer o   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 o  No x




As of
July 31, 2009 there were 899,009 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 June 30, 2009 and March
      31, 2009 (Unaudited)
              
              1Consolidated
      Statements of Earnings for the three months ended June 30, 2009 and 2008
      (Unaudited)
              
              2Consolidated
      Statements of Cash Flows for the three months ended June 30, 2009 and 2008
      (Unaudited)
              
              3Notes
      to Unaudited Consolidated Financial Statements
              
              4Item
      2.
              Management’s
      Discussion and Analysis of Financial Condition and Results
      of Operations
              
              8Item
      3.
              Quantitative
      and Qualitative Disclosure About Market Risk
              
              15Item
      4.
              Controls
      and Procedures
              
              15PART
      II.  OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              
              16Item
      1A.
              Risk
      Factors
              
              16Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              16Item
      3.
              Defaults
      upon Senior Securities
              
              16Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              
              16Item
      5.
              Other
      Information
              
              16Item
      6.
              Exhibits
              
              16Signatures




i




Part
I.  Financial Information





Item
1. Financial Statements.





SUGAR
CREEK FINANCIAL CORP. AND SUBSIDIARY





Consolidated
Balance Sheets (Unaudited)




June
      30,
              
              
              March
      31,Assets
              
              2009
              
              
              2009Cash
      and due from banks
              
              $
              620,137
              
              
              
              775,208Federal
      funds sold
              
              
              5,551,749
              
              
              
              5,611,104FHLB
      daily investment account
              
              
              4,794,053
              
              
              
              2,543,514Cash
      and cash equivalents
              
              
              10,965,939
              
              
              
              8,929,826Stock
      in Federal Home Loan Bank of Chicago
              
              
              1,660,145
              
              
              
              1,660,145Loans
      receivable, net of allowance for loan lossesof
      $205,323 at June 30, 2009 and $165,323 at March 31, 2009
              
              
              77,253,487
              
              
              
              79,129,004Premises
      and equipment, net
              
              
              1,107,573
              
              
              
              1,130,874Foreclosed
      real estate, net of allowance for losses of $28,000 at June 30,
      2009and
      March 31, 2009
              
              
              485,811
              
              
              
              357,847Accrued
      interest receivable on loans
              
              
              292,348
              
              
              
              315,727Other
      assets
              
              
              154,513
              
              
              
              204,640Total
      assets
              
              $
              91,919,816
              
              
              
              91,728,063Liabilities
      and Stockholders' EquityDeposits
              
              $
              67,319,026
              
              
              
              67,076,374Accrued
      interest payable on deposits
              
              
              186,637
              
              
              
              193,674Advances
      from FHLB of Chicago
              
              
              14,000,000
              
              
              
              14,000,000Advances
      from borrowers for taxes and insurance
              
              
              428,594
              
              
              
              310,026Other
      liabilities
              
              
              285,012
              
              
              
              254,856Income
      taxes payable
              
              
              394,283
              
              
              
              619,429Total
      liabilities
              
              
              82,613,552
              
              
              
              82,454,359Commitments
      and contingenciesStockholders'
      equity:Preferred
      stock, $.01 par value, 1,000,000 sharesauthorized;  none
      issued or outstanding
              
              
              -
              
              
              
              -Common
      stock, $.01 par value, 14,000,000 sharesauthorized;  906,879
      shares issued
              
              
              9,069
              
              
              
              9,069Additional
      paid-in capital
              
              
              3,218,927
              
              
              
              3,213,361Treasury
      stock, at cost, 6,772 shares
              
              
              (56,157
              )
              
              
              (56,157
              )Common
      stock acquired by employee stock ownership plan
              
              
              (296,242
              )
              
              
              (302,167
              )Retained
      earnings - substantially restricted
              
              
              6,430,667
              
              
              
              6,409,598Total
      stockholders' equity
              
              
              9,306,264
              
              
              
              9,273,704Total
      liabilities and stockholders' equity
              
              $
              91,919,816
              
              
              
              91,728,063


See
accompanying notes to consolidated financial statements.
  1




SUGAR
CREEK FINANCIAL CORP. AND SUBSIDIARY





Consolidated
Statements of Earnings (Unaudited)




Three
      Months EndedJune
      30,2009
              
              
              2008Interest
      income:Loans
      receivable
              
              $
              1,172,696
              
              
              
              1,217,877Securities
              
              
              -
              
              
              
              -Other
      interest-earning assets
              
              
              2,333
              
              
              
              9,191Total
      interest income
              
              
              1,175,029
              
              
              
              1,227,068Interest
      expense:Deposits
              
              
              451,759
              
              
              
              490,702Advances
      from FHLB of Chicago
              
              
              170,903
              
              
              
              206,493Total
      interest expense
              
              
              622,662
              
              
              
              697,195Net
      interest income
              
              
              552,367
              
              
              
              529,873Provision
      for loan losses
              
              
              40,000
              
              
              
              -Net
      interest income after provision for loan losses
              
              
              512,367
              
              
              
              529,873Noninterest
      income:Loan
      service charges
              
              
              6,343
              
              
              
              4,556Service
      charges on deposit accounts
              
              
              36,939
              
              
              
              35,116Other
              
              
              5,546
              
              
              
              4,898Total
      noninterest income
              
              
              48,828
              
              
              
              44,570Noninterest
      expense:Compensation
      and benefits
              
              
              272,896
              
              
              
              263,567Occupancy
      expense
              
              
              27,370
              
              
              
              22,203Equipment
      and data processing
              
              
              66,477
              
              
              
              95,051FDIC
      premium expense
              
              
              55,272
              
              
              
              1,628Advertising
              
              
              5,028
              
              
              
              8,997Supplies
      expense
              
              
              9,551
              
              
              
              13,439Professional
      and regulatory fees
              
              
              40,029
              
              
              
              33,378Other
              
              
              46,648
              
              
              
              43,563Total
      noninterest expense
              
              
              523,271
              
              
              
              481,826Earnings
      before income taxes
              
              
              37,924
              
              
              
              92,617Income
      tax expense
              
              
              16,855
              
              
              
              32,836Net
      earnings
              
              $
              21,069
              
              
              
              59,781Basic
      and diluted earnings per share
              
              $
              0.02
              
              
              
              0.07Dividends
      per share
              
              $
              0.00
              
              
              
              0.00
  See
accompanying notes to consolidated financial statements.
  2




SUGAR
CREEK FINANCIAL CORP. AND SUBSIDIARY





Consolidated
Statements of Cash Flows (Unaudited)




Three
      Months EndedJune
      30,2009
              
              
              2008Cash
      flows from operating activities:Net
      earnings
              
              $
              21,069
              
              
              
              59,781Adjustments
      to reconcile net earnings to netcash
      provided by (used for) operating activities:Depreciation
              
              
              25,257
              
              
              
              26,498ESOP
      expense
              
              
              4,519
              
              
              
              5,182Equity
      incentive plan expense
              
              
              6,972
              
              
              
              -Amortization
      of deferred loan fees, net
              
              
              (11,554
              )
              
              
              (6,447
              )Provision
      for loan losses
              
              
              40,000
              
              
              
              -Decrease
      (increase) in accrued interest receivable
              
              
              23,379
              
              
              
              (3,070
              )Decrease  in
      other assets
              
              
              50,127
              
              
              
              89,685Increase
      (decrease) in:Accrued
      interest on deposits
              
              
              (7,037
              )
              
              
              (15,135
              )Other
      liabilities
              
              
              30,156
              
              
              
              (80,326
              )Income
      taxes payable
              
              
              (225,146
              )
              
              
              12,190Net
      cash provided by (used for) operating activities
              
              
              (42,258
              )
              
              
              88,358Cash
      flows from investing activities:Net
      change in loans receivable
              
              
              1,719,107
              
              
              
              (2,651,117
              )Purchase
      of premises and equipment
              
              
              (1,956
              )
              
              
              (191,129
              )Net
      cash provided by (used for) investing activities
              
              
              1,717,151
              
              
              
              (2,842,246
              )Cash
      flows from financing activities:Net
      increase in deposits
              
              
              242,652
              
              
              
              118,015Increase  in
      advances fromborrowers
      for taxes and insurance
              
              
              118,568
              
              
              
              127,803Proceeds
      from advances from FHLB
              
              
              -
              
              
              
              2,500,000Net
      cash provided by (used for) financing activities
              
              
              361,220
              
              
              
              2,745,818Net
      increase (decrease) in cash and cash equivalents
              
              
              2,036,113
              
              
              
              (8,070
              )Cash
      and cash equivalents at beginning of period
              
              
              8,929,826
              
              
              
              3,167,225Cash
      and cash equivalents at end of period
              
              $
              10,965,939
              
              
              
              3,159,155Supplemental
      disclosures - cash paid (received):Interest
      on deposits and advances from FHLB
              
              $
              631,612
              
              
              
              713,410Federal
      and state income taxes
              
              $
              242,000
              
              
              
              -Real
      estate and repossessions acquired in settlement of loans
              
              $
              127,964
              
              
              
              -


See
accompanying notes to consolidated financial statements.
  3




SUGAR
CREEK FINANCIAL CORP. AND SUBSIDIARY





Notes
to the Unaudited Consolidated Financial Statements


Three
Months Ended June 30, 2009 and 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
month period ended June 30, 2009 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.





Subsequent
events have been evaluated through August 10, 2009, which is the date the
financial statements were issued.





(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 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 the 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.





4




(3)        Earnings
Per Share





Earnings
per share are based upon the weighted-average shares
outstanding.  ESOP shares, which have been committed to be released
within the next twelve months, are considered outstanding.  Stock
options, if any, and restricted stock are considered outstanding to the extent
dilutive.  Under the treasury stock method, stock options and
restricted stock are dilutive when the average market price of the Company’s
common stock and effect of any unamortized compensation expense exceeds the
exercise price during the period.  In addition, proceeds from the
assumed exercise of dilutive stock options and restricted stock and related tax
benefit are assumed to be used to repurchase common stock at the average market
price during the period.





Three
      Months EndedJune
      30,2009
              
              
              2008Net
      earnings
              
              $
              21,069
              
              
              
              59,781Weighted-average
      shares - Basic EPS
              
              
              870,187
              
              
              
              874,589Effect
      of dilutive stock awards
              
              
              848
              
              
              
              -Weighted-average
      shares - Diluted EPS
              
              
              871,035
              
              
              
              874,589Basic
      earnings per common share
              
              $
              0.02
              
              
              
              0.07Diluted
      earnings per common share
              
              $
              0.02
              
              
              
              0.07Anti-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 to
fund these awards were repurchased in the open market at an average price of
$8.10.





A
summary of the Company’s restricted stock award expense under the Plan is as
follows:




Three
      Months EndedJune
      30,2009
              
              
              2008Pre-tax
              
              $
              6,972
              
              
              
              -After-tax
              
              
              4,253
              
              
              
              -Basic
      and diluted earnings per share
              
              $
              0.00
              
              
              
              -




At
June 30, 2009, the total unrecognized expense related to restricted stock awards
was   approximately $116,000 and is expected to be recognized
over the weighted-average period of 4.00 years.





5





Non-vested
stock awards activity for the three months ended June 30, 2009 is summarized as
follows:




Weighted-Number
      of
              
              
              AverageNon-vested
              
              
              Grant
      DateShares
              
              
              Fair
      ValueNonvested
      at March 31, 2009
              
              
              -Granted
              
              
              17,774
              
              
              $
              7.90Vested
              
              
              -Forfeited
              
              
              -Nonvested
      at June 30, 2009
              
              
              17,774
              
              
              $
              7.90
  5)       Fair
Value Measurements and Fair Value of Financial Instruments





Fair
Value Measurements




The
Company follows the provisions of Statement of Financial Accounting Standard No.
157 (“SFAS No. 157”), “Fair Value Measurements,” for financial assets and
liabilities.  SFAS No. 157 defines fair value as the price that would
be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.  The
fair value hierarchy prioritizes the assumptions that market participants would
use in pricing the assets or liabilities (the “inputs”) into three broad
levels.
 
 The fair
value hierarchy gives the highest priority (Level 1) to quoted prices in active
markets for identical assets and liabilities and the lowest priority (Level 3)
to unobservable inputs in which little, if any, market activity exists,
requiring entities to develop their own assumptions and data.
 
 Level 2
inputs are inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or
indirectly.  These inputs include quoted prices for similar assets or
liabilities in active markets, quoted prices for identical or similar assets or
liabilities in market areas that are not active, inputs other than quoted prices
that are observable for the asset or liability (such as interest rates,
volatilities, prepayment speeds, credit risks and default rates) or inputs that
are derived principally from or corroborated by observable market data by
correlation or other means.
 
 Valuation
Techniques
 
 Available
for sale securities are carried at fair value utilizing Level 1 and Level 2
inputs.  For debt securities, the Bank obtains fair value measurements
from an independent pricing service.  The fair value measurements
consider observable data that may include dealer quotes, live trading levels,
trade execution data, cash flows, market consensus prepayment speeds, market
spreads, credit information and the U.S. Treasury yield curve.  The
Company had no debt securities at June 30, 2009.
 
 Impaired
loans, as defined under Statement of Financial Accounting Standard No. 114
(“SFAS No. 114”), are carried at fair value utilizing Level 3 inputs, consisting
of appraisals of underlying collateral and discounted cash flow
analysis.  The Bank considers a loan to be impaired when, based on
current information and events, it is probable that the Bank will be unable to
collect all amounts due according to the contractual terms of the loan agreement
on a timely basis.  The types of loans for which impairment is
measured include nonaccrual income property loans, large nonaccrual single-
family loans and troubled debt restructurings.  Valuation allowances
are established for impaired loans for the difference between the loan amount
and the fair value of collateral and estimated selling costs.




6




At June
30, 2009, the Company did not have any available for sale securities or impaired
loans under SFAS No. 114.





Non-financial
assets measured on a non-recurring basis include foreclosed real estate of
$486,000 at June 30, 2009.  There was no provision for losses on these
assets during the three months ended June 30, 2009.




Fair
Value of Financial Instruments




The
following methods and assumptions were used in estimating the fair values shown
below:





·
            Cash
      and cash equivalents are valued at their carrying amounts due to the
      relatively short period to maturity of the
  instruments.




·
            Stock
      in FHLB of Chicago (“FHLBC”) is valued at cost, which represents
      historical redemption value and approximates fair value.  The
      FHLBC has suspended redemption of FHLBC stock.  See “Balance
      Sheet Analysis – Investments”.




·
            Fair
      values are computed for each loan category using market spreads to
      treasury securities for similar existing loans in the portfolio and
      management's estimates of
prepayments.




·
            The
      carrying amounts of accrued interest receivable and payable approximate
      fair value.




·
            Deposits
      with no defined maturities, such as NOW accounts, savings accounts and
      money market deposit accounts, are valued at the amount payable on demand
      at the reporting date.




·
            The
      fair values of certificates of deposit and advances from FHLB are computed
      at fixed spreads to treasury securities with similar
      maturities.




June
      30,
              
              
              March
      31,2009
              
              
              2009Carrying
              
              
              Fair
              
              
              Carrying
              
              
              FairAmount
              
              
              Value
              
              
              Amount
              
              
              ValueNon-trading
      instrumentsand
      nonderivatives:Cash
      and cash equivalents
              
              $
              10,965,939
              
              
              
              10,965,939
              
              
              
              8,929,826
              
              
              
              8,929,826Stock
      in FHLB of Chicago
              
              
              1,660,145
              
              
              
              1,660,145
              
              
              
              1,660,145
              
              
              
              1,660,145Loans
      receivable, net
              
              
              77,253,487
              
              
              
              80,723,580
              
              
              
              79,129,004
              
              
              
              82,770,610Accrued
      interest receivable
              
              
              292,348
              
              
              
              292,348
              
              
              
              315,727
              
              
              
              315,727Deposits
              
              
              67,319,026
              
              
              
              67,259,582
              
              
              
              67,076,374
              
              
              
              66,748,824Accrued
      interest on deposits
              
              
              186,637
              
              
              
              186,637
              
              
              
              193,674
              
              
              
              193,674Advances
      from FHLB of Chicago
              
              $
              14,000,000
              
              
              
              14,715,734
              
              
              
              14,000,000
              
              
              
              14,825,091




Off-balance
sheet assets include the commitments to extend credit for which fair values were
estimated based on interest rates and fees currently charged to enter into
similar transactions.  As a result of the short-term nature of the
outstanding commitments, the fair values of fees on those commitments
approximate the amount collected and the Company has not assigned a value to
such instruments for purpose of this disclosure.
  7





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 months ended June 30, 2009 and 2008 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.





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 single-family residential real estate loans,
commercial and multi-family real estate loans, undeveloped land loans, and, to a
lesser extent, consumer loans.





Overview
– Financial Highlights





Financial Condition.Total
assets at June 30, 2009 were $91.9 million compared to $91.7 million at March
31, 2009. Cash and cash equivalents increased by $2.0 million during the three
month period.  This increase was partially offset by a $1.9 million
decrease in loans receivable.  Deposits increased by
$243,000.  Cash and cash equivalents increased to $11.0 million at
June 30, 2009 primarily due to loan repayments.





Operating Results.Net earnings for the
three months ended June 30, 2009 were $21,000 compared to net earnings of
$60,000 for the same period in 2008. The decrease in net earnings for the
quarter was primarily due to increases in the provision for loan losses and FDIC
premium expense, partially offset by higher net interest income.




8




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




Cash and Cash Equivalents.Cash and cash equivalents increased by $2.0 million to $11.0 million at
June 30, 2009, as loan repayments were temporarily invested in the Federal Home
Loan Bank of Chicago (“FHLBC”) daily investment account, which are not insured
by the Federal Deposit Insurance Corporation (“FDIC”) or any other U.S.
Government agency, and in secured federal funds sold.




Investments. The Bank is a
member of the 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 declared
or paid a dividend since the second quarter of 2007 citing regulatory
requirements, continuing pressure on net interest income, projected earnings
levels, and market conditions.




At June
30, 2009, we owned $1.7 million of FHLBC stock, of which $914,000 was considered
excess or voluntary stock. Tempo Bank expects to redeem a majority of its excess
or voluntary stock, when such redemptions are allowed by the
FHLBC.  At the present time, such redemption date is
uncertain.





FHLBC
stock is evaluated for impairment in accordance with Statement of Position
01-06, “Accounting by Certain Entities (Including Entities with Trade
Receivables) That Lend to or Finance the Activities of
Others.”  Determination of whether the FHLBC stock is impaired is
based on the assessment of the ultimate recoverability of cost rather than by
recognizing declines in value.  The determination of whether a decline
affects the ultimate recoverability of costs is influenced by the significance
of the decline in net assets compared to the capital of the FHLBC and the length
of time this situation has persisted; the ability of the FHLBC to make payments
required by law or regulation and operating performance; the impact of
legislative and regulatory changes on member institutions and customer base and
the liquidity position of the FHLBC.
  9




Management
believes that no impairment charge on the FHLBC stock is necessary at June 30,
2009.





Loans Receivable,
Net.   Loans receivable, net of allowance for loan losses,
decreased to $77.3 million at June 30, 2009 from $79.1 million at March 31,
2009.  The decrease consisted primarily of loan repayments on one-to
four-family residential real estate loans.





Nonaccrual
loans decreased by $52,000 to $1.73 million at June 30, 2009 compared to $1.78
million at March 31, 2009.  The largest nonaccrual loan category at
June 30, 2009 consisted of seven single-family loans aggregating $1.7
million.  Nonaccrual loans resulted from a slowing local and regional
economy, job layoffs, divorce and health issues afflicting our
borrowers.  There were no troubled debt restructurings, loans 90 days
or more past due and still accruing or impaired loans under SFAS No. 114 at
either date.





Nonperforming
Assets
  June
      30,
                
                
                March
      31,(Dollars
      in thousands)
                
                2009
                
                
                2009Nonaccrual
      loans:Residential
      real estate
                
                $
                1,666
                
                
                $
                1,515Commercial
      real estate
                
                
                —
                
                
                
                158Land
                
                
                —
                
                
                
                18Consumer
                
                
                66
                
                
                
                93Total
                
                
                1,732
                
                
                
                1,784Foreclosed
      real estate – residential (1)
                
                
                486
                
                
                
                358Other
      repossessed assets – autos (2)
                
                
                6
                
                
                
                6Total
      nonperforming assets
                
                $
                2,224
                
                
                $
                2,148Total
      nonperforming loans to total loans
                
                
                2.23
                %
                
                
                2.25
                %Total
      nonperforming loans to total assets
                
                
                1.88
                %
                
                
                1.94
                %Total
      nonperforming assets to total assets
                
                
                2.42
                %
                
                
                2.34
                %





_______________________


(1)
Foreclosed real estate at June 30, 2009 consisted of two single-family
residences located in O’Fallon and New Baden, Illinois.





(2) Other
repossessed assets at June 30, 2009 consist of one automobile.





At June
30, 2009, 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.





Premises and Equipment,
Net.Premises and equipment, net decreased $23,000 to $1.1
million at June 30, 2009 primarily as a result of depreciation
expense.





Accrued Interest Receivable on
Loans.Accrued interest receivable on loans decreased by
$23,000 to $292,000 at June 30, 2009 due to the timing of interest receipts and
a lower portfolio balance.





Other
Assets.At June 30, 2009, other assets decreased to $155,000
at June 30, 2009 from $205,000 at March 31, 2009 due primarily to the timing and
payment of certain prepaid items.





Deposits. Deposit balances
increased slightly to $67.3 million at June 30, 2009 from $67.1 million at March
31, 2009.  Deposits increased, in part, due to interest credited to
accounts less withdrawal activity during the period.




10




Borrowings. We use short-term,
cash equivalent FHLB advances as an additional source of liquidity. FHLB
advances remained steady at $14.0 million at June 30, 2009 as compared with
March 31, 2009.




Other
Liabilities.Advances from borrowers for taxes and insurance
increased by $119,000 to $429,000 at June 30, 2009 due to deposits made by
borrowers for real estate taxes and insurance.  Other liabilities
increased by $30,000 to $285,000 at June 30, 2009 as a result of timing and
payment of certain accrual items.  Income taxes payable decreased by
$225,000 to $394,000 at June 30, 2009 due to the timing of income tax
payments.





Results
of Operations for the Three Months Ended June 30, 2009 and 2008.





Net Interest Income.  Net
interest income increased by $22,000 to $552,000 for the three months ended June
30, 2009 from $530,000 for the three months ended June 30, 2008.  The
increase is due primarily to an improved interest rate spread.  The
interest rate spread increased 6 basis points from the comparable period in 2008
to 2.13%, primarily as a result of a 69 basis point decline in the rate paid on
deposits.





Interest Income.Interest income
decreased $52,000 to $1.2 million for the three months ended June 30,
2009.  The decrease was due largely to a reduction in the average
balance of loans of $3.3 million for the June 2009 quarter, when compared to the
same period a year ago.





The
$1.7 million investment in FHLBC stock continues to earn no
dividends.  The Bank does not expect to receive cash or stock
dividends on the FHLBC stock for the foreseeable future.





Lower
rates of return on other interest-earning funds, partially offset by higher
balances, further contributed to the decrease in interest income.  The
average yield on over-night funds decreased 188 basis points to .09% for the
quarter ended June 30, 2009.  The average balance of over-night funds
increased to $9.1 million for the current quarter, compared to $1.8 million for
the June 2008 quarter.





Interest Expense.Interest
expense decreased by $74,000 to $623,000 for the three months ended June 30,
2009 from $697,000 for the comparable period in 2008. The decrease resulted
primarily from a lower average rate paid on deposits and a lower balance of
advances from FHLBC.





The
average rate on deposits was 2.79% for the current quarter, compared to 3.48%
for the June 2008 quarter due to declining market interest
rates.   The average balance of deposits increased to $64.7
million for the three months ended June 30, 2009 from $56.5 million for the same
period in 2008.  Increases in money market accounts and certificates
of deposit resulted from stock market volatility and movement by customers
toward the safety of FDIC insured deposits.





The
average balance of advances from FHLBC decreased to $14.0 million for the June
2009 quarter, compared to $18.2 million for the comparable period last
year.  The average rate on advances from FHLBC increased to 4.89% for
the three months ended June 30, 2009 from 4.54% for the same quarter a year
ago.





11




The
following table summarizes average balances and annualized average yields and
costs for the three months ended June 30, 2009 and 2008.




Three
      Months Ended June 30,2009
                                        
                                        
                                        2008(Dollars
      in thousands)
                                        
                                        Average Balance
                                        
                                        
                                        Interest
      and Dividends
                                        
                                        
                                        Yield/ Cost
                                        
                                        
                                        Average Balance
                                        
                                        
                                        Interest
      and Dividends
                                        
                                        
                                        Yield/ CostAssets:Interest-earning
      assets:Loans
                                        
                                        $
                                        77,892
                                        
                                        
                                        $
                                        1,173
                                        
                                        
                                        
                                        6.02
                                        %
                                        
                                        $
                                        81,156
                                        
                                        
                                        $
                                        1,218
                                        
                                        
                                        
                                        6.00
                                        %Stock
      in FHLB of Chicago
                                        
                                        
                                        1,660
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        1,660
                                        
                                        
                                        
                                        0
                                        
                                        
                                        
                                        -Other
      interest-earning assets
                                        
                                        
                                        9,122
                                        
                                        
                                        
                                        2
                                        
                                        
                                        
                                        0.09
                                        %
                                        
                                        
                                        1,828
                                        
                                        
                                        
                                        9
                                        
                                        
                                        
                                        1.97
                                        %Total
      interest-earning assets
                                        
                                        
                                        88,674
                                        
                                        
                                        
                                        1,175
                                        
                                        
                                        
                                        5.30
                                        %
                                        
                                        
                                        84,644
                                        
                                        
                                        
                                        1,227
                                        
                                        
                                        
                                        5.80
                                        %Noninterest-earning
      assets
                                        
                                        
                                        3,112
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        3,164Total
      assets
                                        
                                        
                                        91,786
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        87,808Liabilities
      and Stockholders’ Equity:Interest-bearing
      liabilities:NOW
      accounts
                                        
                                        $
                                        4,198
                                        
                                        
                                        $
                                        5
                                        
                                        
                                        
                                        0.48
                                        %
                                        
                                        $
                                        4,177
                                        
                                        
                                        $
                                        5
                                        
                                        
                                        
                                        0.48
                                        %Savings
      accounts
                                        
                                        
                                        8,074
                                        
                                        
                                        
                                        14
                                        
                                        
                                        
                                        0.69
                                        %
                                        
                                        
                                        7,328
                                        
                                        
                                        
                                        12
                                        
                                        
                                        
                                        0.66
                                        %Money
      market accounts
                                        
                                        
                                        6,390
                                        
                                        
                                        
                                        34
                                        
                                        
                                        
                                        2.13
                                        %
                                        
                                        
                                        3,825
                                        
                                        
                                        
                                        25
                                        
                                        
                                        
                                        2.61
                                        %Certificates
      of deposit
                                        
                                        
                                        46,027
                                        
                                        
                                        
                                        399
                                        
                                        
                                        
                                        3.47
                                        %
                                        
                                        
                                        41,168
                                        
                                        
                                        
                                        449
                                        
                                        
                                        
                                        4.36
                                        %Total
      interest-bearing deposits
                                        
                                        
                                        64,689
                                        
                                        
                                        
                                        452
                                        
                                        
                                        
                                        2.79
                                        %
                                        
                                        
                                        56,498
                                        
                                        
                                        
                                        491
                                        
                                        
                                        
                                        3.48
                                        %FHLB
      advances
                                        
                                        
                                        14,000
                                        
                                        
                                        
                                        171
                                        
                                        
                                        
                                        4.89
                                        %
                                        
                                        
                                        18,167
                                        
                                        
                                        
                                        206
                                        
                                        
                                        
                                        4.54
                                        %Total
      interest-bearing liabilities
                                        
                                        $
                                        78,689
                                        
                                        
                                        $
                                        623
                                        
                                        
                                        
                                        3.17
                                        %
                                        
                                        $
                                        74,665
                                        
                                        
                                        $
                                        697
                                        
                                        
                                        
                                        3.73
                                        %Noninterest-bearing
      NOW accounts
                                        
                                        
                                        2,377
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        2,632Other
      noninterest-bearing liabilities
                                        
                                        
                                        1,412
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        1,305Total
      liabilities
                                        
                                        
                                        82,478
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        78,602Stockholders’
      equity
                                        
                                        
                                        9,308
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        9,206Total
      liabilities and stockholders’ equity
                                        
                                        $
                                        91,786
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        87,808Net
      interest income
                                        
                                        
                                        
                                        
                                        
                                        $
                                        552
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        $
                                        530Interest
      rate spread
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        2.13
                                        %
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        2.07
                                        %Net
      interest margin
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        2.49
                                        %
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        2.50
                                        %Average
      interest-earning assets to average interest-bearing
      liabilities
                                        
                                        
                                        112.69
                                        %
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        113.37
                                        %




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.





The
$40,000 provision for loan losses for the current quarter was necessary due to a
local economy that continues to weaken, rising unemployment rates, the
increasing number of foreclosures in the Bank’s market area and declining home
prices.  No such provision for loan losses was recognized during the
June 2008 quarter.




12




Noninterest
Income.  Noninterest income includes service charges on deposit
accounts, loan service charges, and other income.  Noninterest income
increased for the three month period ended June 30, 2009 to $49,000 from $45,000
for the comparable period last year due primarily to the Bank’s overdraft
privilege program, which increased service charges on deposit accounts, and
higher loan service charges.




Noninterest Expense.  Noninterest
expense includes compensation and benefits, equipment and data processing,
occupancy, FDIC premiums, professional and regulatory fees and other
expenses.  Noninterest expense increased by $41,000 due primarily to a
higher FDIC premium expense.




FDIC
premium expense increased by $53,000 to $55,000 for the quarter ended June 30,
2009, compared to $2,000 for the June 2008 quarter.  On May 22, 2009,
the FDIC issued a final rule that imposed a special five basis points assessment
on each institution’s assets minus Tier 1 capital as of June 30, 2009, which
will be payable to the FDIC on September 30, 2009.  The cost of this
special assessment to Tempo Bank was $41,000.  If after June 30, 2009,
the reserve ratio of the Deposit Insurance Fund falls to a level that the FDIC
believes would adversely affect public confidence or to a level close to or
below zero, the FDIC may impose an additional special assessment of up to five
basis points on each institution’s assets minus Tier 1 capital for the third and
fourth quarters of 2009 if deemed necessary.




Equipment
and data processing decreased by $29,000 to $66,000 for the three months ended
June 30, 2009 as a result of costs associated with implementation of new
products in the comparable quarter.




Income Tax
Expense.  Income tax expense was $17,000 for the three months
ended June 30, 2009 compared to an expense of $33,000 for the three months ended
June 30, 2008.  The decrease in tax expense is primarily attributable
to lower pre-tax income.




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 June 30, 2009, cash and cash equivalents
totaled $11.0 million.  In addition, at June 30, 2009, we had the
ability to borrow up to a total of $33.2 million from the FHLBC.  At
June 30, 2009, the Bank had $14.0 million in FHLBC advances
outstanding.




13





A
significant use of our liquidity is the funding of loan
originations.  At June 30, 2009, we had $26,000 in one single-family
loan commitment outstanding.  Historically, many of the commitments
expire without being fully drawn; therefore, the total commitment amounts do not
necessarily represent future cash requirements.  Another significant
use of our liquidity is the funding of deposit
withdrawals.  Certificates of deposit due within one year of June 30,
2009 totaled $32.7 million, or 72.2% of certificates of deposit.  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.  With the recent action taken by the Federal Reserve’s
Federal Open Market Committee to leave the Fed funds and Discount Window rates
and their current benchmarks as is, we have been able to attract new money
deposits with targeted pricing.  The local deposit market remains
extremely competitive with both regional and national banking institutions
“buying the market” for liquidity. This has resulted in a very rate sensitive
time deposit base. We have the ability to attract and retain these deposits by
adjusting the interest rates offered.





The
Company is a separate legal entity from the Bank and must provide for its own
liquidity.  In addition to its operating expenses, the Company is
responsible for paying any dividends declared to its shareholders, and interest
and principal on outstanding debt.  The Company also has repurchased
shares of its common stock.  The Company’s primary source of income is
dividends received from the Bank.  The amount of dividends that the
Bank may declare and pay to the Company in any calendar year, without the
receipt of prior approval from the Office of Thrift Supervision but with prior
notice to Office of Thrift Supervision, cannot exceed net income for that year
to date plus retained net income (as defined) for the preceding two calendar
years.  At June 30, 2009, the Company had liquid assets of
$19,000.





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 June 30, 2009, we exceeded
all of our regulatory capital requirements. We are considered “well capitalized”
under regulatory guidelines.





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 Office of Thrift
Supervision.  Any repurchases of the Company’s common stock will be
conducted in accordance with applicable laws and regulations.





On August
3, 2009, the Board of Directors of the Company declared a one-time cash dividend
of $.10 per share.  The dividend will be paid on or about September 1,
2009 to stockholders of record, excluding the MHC, as of August 18,
2009.




14


The
Bank’s actual and required capital amounts and ratios at June 30, 2009 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
              
              $
              8,955
              
              
              
              9.7
              %
              
              $
              1,379
              
              
              
              1.5
              %General
      valuation allowance
              
              
              205Total
      capital to risk-weighted assets
              
              $
              9,160
              
              
              
              19.1
              %
              
              $
              3,837
              
              
              
              8.0
              %
              
              $
              4,797
              
              
              
              10.0
              %Tier
      1 capital to risk-weighted assets
              
              $
              8,955
              
              
              
              18.7
              %
              
              $
              1,919
              
              
              
              4.0
              %
              
              $
              2,878
              
              
              
              6.0
              %Tier
      1 capital to total assets
              
              $
              8,955
              
              
              
              9.7
              %
              
              $
              3,677
              
              
              
              4.0
              %
              
              $
              4,596
              
              
              
              5.0
              %




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
three months ended June 30, 2009, 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.





Item
3.  Quantitative and Qualitative Disclosure About Market
Risk





Not
applicable.





Item
4. 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 June 30, 2009, 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.




15




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





None.





Item
3. Defaults upon Senior Securities





Not
Applicable.





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





None.





Item
5. Other Information





None.





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)31.0
              
              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.




16




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: August
      10, 2009
              By:
              /s/
      Robert J. Stroh, Jr.Robert
      J. Stroh, Jr.
                Chairman, Chief Executive
      Officer
                and Chief Financial
      Officer
 17