UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

 OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

ES BANCSHARES, INC.

(Exact name of small business issuer as specified in its charter)

MARYLAND	20-4663714
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or organization)

68 North Plank Road, Newburgh, New York 12550

(Address of principal executive offices)

(866) 646-0003

Issuer’s telephone number, including area code:

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 [X]. NO [  ].

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 [  ]. NO [  ].

Indicate by check mark whether the registrant is a large 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 [  ]	Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company)	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].

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date.

As of August 12, 2011 there were 2,269,070 issued and outstanding shares of the Registrant’s Common Stock

ES BANCSHARES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011

PART I – FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets at June 30, 2011 and December 31, 2010	1
	Consolidated Statements of Operations for the Three and Six Months Ended
	June 30, 2011, and 2010	2
	Consolidated Statements of Changes in Stockholders’ Equity
	For the Six Months Ended June 30, 2011 and 2010	3
	Consolidated Statements of Cash Flows for the Six Months Ended
	June 30, 2011 and 2010	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4T.	Controls and Procedures	37
PART II – OTHER INFORMATION
Item 1.	Legal Procedures	37
Item 1A	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3	Defaults Upon Senior Securities	38
Item 4.	[Reserved]	38
Item 5.	Other Information	38
Item 6.	Exhibits	38
Signatures		39

ES BANCSHARES, INC

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars In thousands)

	June 30, 2011			December 31, 2010
ASSETS	(Unaudited)
Cash and cash equivalents:
Cash and due from banks	$	12,215		$	13,027
Federal funds sold and other money market investments		11			12
Total cash and cash equivalents		12,226			13,039
Certificates of deposit at other financial institutions		1,055			2,110
Securities available for sale, at fair value		20,811			20,120
Real estate mortgage loans held for sale		907			400
Loans receivable		123,759			122,683
Deferred cost		530			542
Allowance for loan losses		(2,017	)		(2,017	)
Total loans receivable, net		122,272			121,208
Accrued interest receivable		598			608
Federal Reserve Bank stock		407			392
Federal Home Loan Bank stock		522			558
Goodwill		581			581
Premises and equipment, net		1,742			485
Prepaid FDIC Assessment		377			543
Real estate owned		292			325
Other assets		428			441
Total assets	$	162,218		$	160,810
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	19,777		$	17,896
Interest bearing		118,905			120,321
Total deposits		138,682			138,217
Borrowed funds		9,920			10,364
Accrued interest payable		137			141
Other liabilities		2,405			1,310
Total liabilities		151,144			150,032
Commitments and contingencies (Note 7)
Stockholders' equity
Capital stock (par value $0.01; 5,000,000 shares authorized; 2,269,070 shares issued at June 30, 2011  2,269,070 shares issued at December 31, 2010		22			22
Additional paid-in-capital		19,754			19,761
Accumulated deficit		(9,026	)		(9,228	)
Accumulated other comprehensive income		324			223
Total stockholders' equity		11,074			10,778
Total liabilities and stockholders' equity	$	162,218		$	160,810

See accompanying notes to financial statements

1

ES BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2011		2010		2011		2010
Interest and dividend income:
Loans	$	1,675	$	1,622	$	3,363	$	3,186
Securities		197		317		373		648
Certificates of deposit		11		18		23		35
Fed Funds and other earning assets		18		19		37		44
Total interest and dividend income		1,901		1,976		3,796		3,913
Interest expense:
Deposits		531		637		1,061		1,279
Borrowed funds		96		117		194		213
Total interest expense		627		754		1,255		1,492
Net interest income		1,274		1,222		2,541		2,421
Provision for loan losses		130		120		140		179
Net interest income after provision for loan losses		1,144		1,102		2,401		2,242
Non-interest income:
Service charges and fees		172		134		326		239
Gain on sale of securities		-		146		-		146
Net gain on sale of loans		21		22		83		57
Other		200		37		221		62
Total non-interest income		393		339		630		504
Non-interest expense:
Compensation and benefits		669		614		1,334		1,196
Occupancy and equipment		146		191		329		381
Data processing service fees		48		85		145		158
Other		484		488		985		892
Total non-interest expense		1,347		1,378		2,793		2,627
Net income before income taxes		190		63		238		119
Income tax expense		26		-		36		-
Net income	$	164	$	63	$	202	$	119
Other comprehensive income:
Net unrealized gain on available-for-sale securities		115		543		101		726
Comprehensive income	$	279	$	606	$	303	$	845
Weighted average:
Common shares		2,269,070		2,071,070		2,269,070		2,071,070
Earnings per common share:
Basic	$	0.07	$	0.03	$	0.09	$	0.06
Diluted	$	0.07	$	0.03	$	0.09	$	0.06

See accompanying notes to financial statements.

2

ES BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2011 AND 2010

(Unaudited)

(In thousands of dollars except, share data)

	Capital Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Capital			Deficit			Income		Total
Balance at January 1, 2010		2,071,070	$	20	$	18,970		$	(9,716	)	$	207	$	9,481
Stock based compensation, net		-		-		8			-			-		8
Comprehensive income:
Net income for the period		-		-		-			119			-		119
Net unrealized gain on available-for-sale securities		-		-		-			-			726		726
Total comprehensive income														845
Balance at June 30, 2010		2,071,070	$	20	$	18,978		$	(9,597	)	$	933	$	10,334
Balance at January 1, 2011		2,269,070	$	22	$	19,761		$	(9,228	)	$	223	$	10,778
Stock based compensation, net		-		-		(7	)		-			-		(7	)
Comprehensive income:
Net income for the period		-		-		-			202			-		202
Net unrealized gain on available-for-sale securities		-		-		-			-			101		101
Total comprehensive income														303
Balance at June 30, 2011		2,269,070	$	22	$	19,754		$	(9,026	)	$	324	$	11,074

See accompanying notes to financial statements

3

ES BANCSHARES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,

(Unaudited)

(Dollars in thousands)

	2011			2010
Cash flows from operating activities:
Net income for period	$	202		$	119
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		140			179
Depreciation expense		98			132
Amortization (accretion) of deferred fees, discounts and premiums, net		(24	)		(96	)
Mortgage loans originated for sale		(6,457	)		(545	)
Proceeds from sale of mortgage loans held for sale		6,033			-
Net gain on sales of mortgage loans		(83	)		(57	)
Stock based compensation expense		(7	)		8
Net gain on sales of investment securities		-			(146	)
Loss on impairment of foreclosed asset		33			-
Changes in assets and liabilities:
Increase (decrease) in other assets		176			30
(Decrease) increase in accrued expenses and other liabilities		1,048			269
Net cash used in operating activities		1,159			(107	)
Cash flows from investing activities:
Maturity of certificates of deposit at other financial institutions		1,055			1,575
Purchase of available-for-sale securities		(2,494	)		(5,934	)
Proceeds from sales of available-for-sale securities		-			3,511
Proceeds from principal payments and maturities of securities		1,996			3,400
Net disbursements (repayments) for loan originations		(676	)		(5,793	)
Purchases of loans		(540	)		-
Redemption/ (purchase) of Federal Home Loan Bank stock		36			(7	)
Purchase of Federal Reserve Bank stock		(15	)		(64	)
Leasehold improvements and acquisitions of capital assets, net of disposals		(1,355	)		(74	)
Net cash used in investing activities		(1,993	)		(3,386	)
Cash flows from financing activities:
Net increase in deposits		465			4,580
Proceeds of advances from line of credit & FHLB		61			1,130
Repayment of advances		(505	)		(488	)
Net proceeds from common stock issuance		-			-
Net cash provided by financing activities		21			5,222
Net decrease in cash and cash equivalents		(813	)		1,729
Cash and cash equivalents at beginning of period		13,039			14,785
Cash and cash equivalents at end of period	$	12,226		$	16,514
Supplemental cash flow information
Interest paid	$	1,259		$	1,507
Income taxes paid	$	57		$	-

See accompanying notes to financial statements.

4

ES BANCSHARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Nature of Operations

The consolidated financial statements include the accounts of ES Bancshares, Inc. (the Company) and the Bank and Empire Lockbox Settlement Inc., the Company’s wholly owned subsidiaries, and the Bank’s wholly owned subsidiaries, Iron Creek LLC and North Plank Realty Inc. The Company’s financial condition and operating results principally reflect those of the Bank. All intercompany balances and amounts have been eliminated.

Empire State Bank (the “Bank”) was organized under federal law in 2004 as a national bank regulated by the Office of the Comptroller of the Currency (“OCC”). The Bank’s deposits are insured up to legal limits by the FDIC. In March 2009, the Bank converted its charter to a New York State commercial bank charter, with the New York Banking Department becoming its primary state regulator.

During the quarter ended June 30, 2011 the Bank established two subsidiaries. Iron Creek LLC is a single member LLC whose sole purpose is to house the Bank premises building in Newburgh, NY. North Plank Realty Inc. is a C-Corporation whose sole purpose is to house any newly acquired properties as a result of foreclosure or other problem loan resolution.

During the quarter the ended June 30, 2011 the Company formed a subsidiary. Empire Lockbox Settlement Inc. is a C-Corporation whose purpose is to offer lockbox services to companies that offer factoring services to retailers.

The Bank is a full service commercial bank that offers a variety of financial services to meet the needs of communities in its market area. The Bank attracts deposits from the general public and uses such deposits to originate commercial loans, commercial revolving lines of credit and term loans incuding New York City taxi medallion loans and USDA guaranteed loans, commercial real estate, mortgage loans secured by one-to four-family residences, home equity lines, and to a lesser extent construction, land, and consumer installment loans. The Bank also invests in mortgage-backed and other securities permissible for a New York State chartered commercial bank. The Bank’s primary area for deposits includes the Town of Newburgh and the Village of New Paltz, in addition to the communities surrounding those offices, and the borough of Staten Island. The Bank’s primary market area for its lending activities consists of the communities within Orange County, Ulster County, the five boroughs of New York City, and portions of Dutchess, Rockland, Putnam and Westchester Counties, New York.

Note 2.  Basis of Presentation

The consolidated financial statements included herein include the accounts of the Company, the Bank, and all subsidiaries of each, subsequent to the elimination of all significant intercompany balances and transactions, and have been prepared by the Company without audit.  In the opinion of management, the unaudited financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position and results of operations for the periods presented.  Certain information and footnote disclosures normally included in accordance with generally accepted accounting principles of the United States have been condensed or omitted pursuant to the rules and regulations of the SEC, however, the Company believes that the disclosures are adequate to make the information presented not misleading.  The operating results for the periods presented are not necessarily indicative of results to be expected for any other interim period or for the entire year ending December 31, 2011.  The unaudited interim financial statements presented herein should be read in conjunction with the annual financial statements of the Company as of and for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2011.

5

The financial statements have been prepared in conformity with generally accepted accounting principles of the United States.  In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense.  Actual results could differ significantly from these estimates.  Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for losses on loans, and the valuation allowance on deferred tax assets.

Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period.  Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as stock warrants and options) were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.  Diluted earnings per share is computed by dividing net income by the weighted-average number of shares outstanding for the period plus common-equivalent shares computed using the treasury stock method. None of the warrants or stock options were considered in computing diluted earnings per share because their exercise price was greater than our weighted average share price for the periods presented and therefore to do so would have been anti-dilutive.

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
(in thousands, except per share data)
Net income attributable to Common Shareholders	$	164	$	63	$	202	$	119
Average number of Common Shares Outstanding-basic		2,269		2,071		2,269		2,071
Average number of common shares outstanding-diluted		2,269		2,071		2,269		2,071
Income per common share attributable to common shareholders:
Basic	$	0.07	$	0.03	$	0.09	$	0.06
Diluted		0.07		0.03		0.09		0.06

Income Taxes

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities.  Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using tax rates.  Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Realization of deferred tax assets is dependent upon the generation of future taxable income.  A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

The Company follows FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles with respect to accounting for income taxes.  A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur.  The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.  For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.

6

The Company recognizes interest and/or penalties related to income tax matters in income tax expense.  The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of the state of New York. The Company is no longer subject to examination by taxing authorities for years prior to 2007.

At June 30, 2011, the Company assessed its earnings history and trend over the past two years, its estimate of future earnings, and the expiration dates of its net operating loss carryforwards. Based on this assessment, the Company determined that it was more likely than not that a portion of its deferred tax assets will be realized before their expiration. The Company’s net deferred tax asset had a carrying value of $185 thousand at both June 30, 2011 and December 31, 2010.

Adoption of New Accounting Guidance

In April 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2011-2, "A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring" ("ASU 2011-2").  ASU 2011-2 clarifies the guidance for determining whether a loan restructuring constitutes a troubled debt restructuring ("TDR") outlined in Accounting Standards Codification ("ASC") No. 310-40, "Receivables—Troubled Debt Restructurings by Creditors," by providing additional guidance to a creditor in making the following required assessments needed to determine whether a restructuring is a TDR: (i) whether or not a concession has been granted in a debt restructuring; (ii) whether a temporary or permanent increase in the contractual interest rate precludes the restructuring from being a TDR; (iii) whether a restructuring results in an insignificant  delay in payment; (iv) whether a borrower that is not currently in payment default is experiencing financial difficulties; and (v) whether a creditor can use the effective interest rate test outlined in debtor’s guidance on restructuring of payables (ASC Topic No. 470-60-55-10) when evaluating whether or not a restructuring constitutes a TDR.  ASU 2011-2 is effective for interim periods beginning on or after June 15, 2011.  Adoption of ASU 2011-2 is not expected to have a material effect.

In July 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2010-20, "Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses" ("ASU 2010-20").  ASU 2010-20 requires companies to provide a greater level of disaggregated information regarding: (1) the credit quality of their financing receivables; and (2) their allowance for credit losses.  ASU 2010-20 further requires companies to disclose credit quality indicators, past due information, and modifications of their financing receivables. For public companies, ASU 2010-20 is effective for interim and annual reporting periods ending on or after December 15, 2010.  ASU 2010-20 encourages, but does not require, comparative disclosures for earlier reporting periods that ended before initial adoption.  Adoption of ASU 2010-20 did not have a material impact on the Company.

In January 2010, FASB issued Accounting Standards Update No. 2010-06, "Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements" ("ASU 2010-6").  ASU 2010-6 required new disclosures related to transfers in and out of fair value hierarchy Levels 1 and 2, as well as certain activities for assets whose fair value is measured under the Level 3 hierarchy. ASU 2010-6 also provided amendments clarifying the level of disaggregation and disclosures about inputs and valuation techniques along with conforming amendments to the guidance on employers’ disclosures about postretirement benefit plan assets. ASU 2010-6 was effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Adoption of ASU 2010-6 has not had, and is not expected to have, a material impact on the Company.

7

Note 3 – Investment Securities

The following is a summary of the amortized cost, gross unrealized gains and losses, and estimated fair market value of investment securities available-for-sale at June 30, 2011 and December 31, 2010.

	June 30, 2011
			(in thousands)
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Mortgage-backed securities-residential	$	18,372	$	477	$	--	$	18,849
U.S. Government Agencies		600		5		--		605
Trust Preferred Securities		1,300		57		--		1,357
Total	$	20,272	$	539	$	--	$	20,811

	December 31, 2010
			(in thousands)
	Amortized		Gross Unrealized				Fair
	Cost		Gains		Losses		Value
Mortgage-backed securities-residential	$	17,838	$	290	$	--	$	18,128
U.S. Government Agencies		600		14		--		614
Trust Preferred Securities		1,300		78		--		1,378
Total	$	19,738	$	382	$	--	$	20,120

There were no securities held to maturity or trading at June 30, 2011 or December 31, 2010.

The following is a summary of the amortized cost and estimated fair market value of investment securities available-for-sale at June 30, 2011, with amounts shown by remaining term to contractual maturity.  Securities not due at a single maturity date, primarily mortgaged-backed securities, are shown separately.

8

	June 30, 2011
	(in thousands)
	Amortized Cost		Fair Value
Available-for-Sale:
Mortgaged-backed securities	$	18,372	$	18,849
U.S. Government Agencies and Trust Preferred Securities
Due less than one year		600		605
One year to less than three years		--		--
Three years to less than five years		--		--
Five years to ten years		--		--
More than ten years		1,300		1,357
Total	$	20,272	$	20,811

There were no securities in an unrealized loss position at either June 30, 2011 or December 31, 2010.

The Company evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.  Consideration is given to the length of time and the extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.  In analyzing an issuer’s financial condition, the Company may consider whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. At June 30, 2011 we determined that there were no other-than-temporary impairments on securities held in our portfolio.

There were no gains or losses on sales of securities during the six months ended June 30, 2011. Gains on sales of securities during the three and six months ended June 30, 2010 were $146 thousand.

9

Note 4 – Loans

The following is a summary of loans receivable at June 30, 2011 and December 31, 2010.

	June 30, 2011			December 31, 2010
	(In thousands)
Real estate loans:
One-to four family	$	28,429		$	28,037
Commercial
Owner Occupied		20,838			20,039
Non Owner Occupied		16,193			15,552
Multi-family		12,136			11,634
Construction or development		2,907			2,566
Home equity
Open Ended/Revolving		7,704			7,468
Closed Ended		1,532			1,620
Total real estate loans		89,739			86,916
Other loans:
Commercial business
Taxi Medallion		9,054			9,679
USDA Guaranteed*		5,476			5,110
Commercial Lines of Credit and Term Loans		20,001			20,571
Consumer		396			407
Total other loans		34,927			35,767
Total loans		124,666			122,683
Deferred loan costs net		530			542
Allowance for loan losses		(2,017	)		(2,017	)
Total loans receivable, net	$	123,179		$	121,208
* Includes premiums of $495 thousand which are not guaranteed

10

The following tables present loans individually evaluated for impairment by class of loans as of June 30, 2011 and December 31, 2010.

June 30, 2011

	Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated
	(In thousands)
With no related allowance recorded:
Real estate loans:
One-to four family	$	-	$	-	$	-
Commercial
Owner Occupied		-		-		-
Non Owner Occupied		1,118		1,118		-
Multi-family		-		-		-
Construction or development		816		750		-
Home equity
Open Ended/Revolving		75		-		-
Closed Ended		-		-		-
Total real estate loans		2,009		1,868		-
Other loans:
Commercial business
Taxi Medallion		-		-		-
USDA Guaranteed		-		-		-
All Other		719		608		-
Consumer		-		-		-
Total other loans		719		608		-
Total loans	$	2,728	$	2,476	$	-
With an allowance recorded:
Real estate loans:
One-to four family	$	-	$	-	$	-
Commercial
Owner Occupied		-		-		-
Non Owner Occupied		-		-		-
Multi-family		-		-		-
Construction or development		-		-		-
Home equity
Open Ended/Revolving		-		-		-
Closed Ended		-		-		-
Total real estate loans		-		-		-
Other loans:
Commercial business
Taxi Medallion		-		-		-
USDA Guaranteed		-		-		-
All Other		-		-		-
Consumer		-		-		-
Total other loans		-		-		-
Total loans	$	-	$	-	$	-

11

December 31, 2010

	Unpaid Principal Balance		Recorded Investment		Allowance For Loan Losses Allocated
	(In thousands)
With no related allowance recorded:
Real estate loans:
One-to four family	$	-	$	-	$	-
Commercial
Owner Occupied		-		-		-
Non Owner Occupied		1,826		1,826		-
Multi-family		1,068		1,068		-
Construction or development		816		775		-
Home equity
Open Ended/Revolving		-		-		-
Closed Ended		-		-		-
Total real estate loans		3,710		3,669		-
Other loans:
Commercial business
Taxi Medallion		-		-		-
USDA Guaranteed		-		-		-
All Other		668		594		-
Consumer		-		-		-
Total other loans		668		594		-
Total loans	$	4,378	$	4,263	$	-
With an allowance recorded:
Real estate loans:
One-to four family	$	-	$	-	$	-
Commercial
Owner Occupied		-		-		-
Non Owner Occupied		-		-		-
Multi-family		-		-		-
Construction or development		-		-		-
Home equity
Open Ended/Revolving		75		55		3
Closed Ended		-		-		-
Total real estate loans		75		55		3
Other loans:
Commercial business
Taxi Medallion		-		-		-
USDA Guaranteed		-		-		-
All Other		138		138		42
Consumer		-		-		-
Total other loans		138		138		42
Total loans	$	213	$	193	$	45

Included in impaired loans above is $614 thousand in loans whose terms have been modified in troubled debt restructurings as of June 30, 2011. These loans are all performing according to their modified terms at June 30, 2011. As of June 30, 2011, the Company has not committed to lend any additional amounts to customers with outstanding loans that have been modified as troubled debt restructurings.

12

	Average of Individually Impaired Loans During Six Months Ended June 30, 2011		Interest Income Recognized During Impairment		Cash-Basis Interest Income Recognized
Real estate loans:
One-to four family	$	-	$	-	$	-
Commercial
Owner Occupied		-		-		-
Non Owner Occupied		1,468		-		-
Multi-family		711		-		-
Construction or development		771		-		-
Home equity
Open Ended/Revolving		39		-		-
Closed Ended		-		-		-
Total real estate loans		2,989		-		-
Other loans:
Commercial business
Taxi Medallion		-		-		-
USDA Guaranteed		-		-		-
All Other		524		-		-
Consumer		-		-		-
Total other loans		524		-		-
Total loans	$	3,513	$	-	$	-

	Six months ended
	June 30,
	2010
Average of individually impaired loans during period		4,744
Interest income recognized during impairment		1
Cash-basis interest income recognized		-

13

The following tables present the aging of the recorded investment in past due loans as of June 30, 2011 and December 31, 2010 by class of loans:

At June 30, 2011

	30 - 59 Days Past Due		60 - 89 Days Past Due		Loans Past Due Over 90 Days Still Accruing		Non Accrual		Total Past Due		Loans Not Past Due		Total
	(In thousands)
Real estate loans:
One-to four family	$	1,409	$	-	$	-	$	-	$	1,409	$	27,020	$	28,429
Commercial
Owner Occupied		945		-		-		-		945		19,893		20,838
Non Owner Occupied		-		-		-		1,118		1,118		15,075		16,193
Multi-family		-		-		-		-		-		12,136		12,136
Construction or development		-		-		-		750		750		2,157		2,907
Home equity
Open Ended/Revolving		251		151		-		-		402		7,302		7,704
Closed Ended		156		-		-		-		156		1,376		1,532
Total real estate loans		2,761		151		-		1,868		4,780		84,959		89,739
Other loans:
Commercial business
Taxi Medallion		-		-		-		-		-		9,054		9,054
USDA Guaranteed		-		-		-		-		-		5,476		5,476
All Other		-		-		-		608		608		19,393		20,001
Consumer		-		-		-		-		-		396		396
Total other loans		-		-		-		608		608		34,319		34,927
Total loans	$	2,761	$	151	$	-	$	2,476	$	5,388	$	119,278	$	124,666

14

At December 31, 2010

	30 - 59 Days Past Due		60 - 89 Days Past Due		Loans Past Due Over 90 Days Still Accruing		Non Accrual		Total Past Due		Loans Not Past Due		Total
	(In thousands)
Real estate loans:
One-to four family	$	584	$	-	$	-	$	-	$	584	$	27,453	$	28,037
Commercial
Owner Occupied		817		-		-		-		817		19,222		20,039
Non Owner Occupied		-		-		-		1,174		1,174		14,378		15,552
Multi-family		-		-		-		-		-		11,634		11,634
Construction or development		-		-		-		775		775		1,791		2,566
Home equity
Open Ended/Revolving		-		-		-		55		55		7,413		7,468
Closed Ended		278		-		-		-		278		1,342		1,620
Total real estate loans		1,679		-		-		2,004		3,683		83,233		86,916
Other loans:
Commercial business
Taxi Medallion		-		-		-		-		-		9,679		9,679
USDA Guaranteed		-		-		-		-		-		5,110		5,110
All Other		276		-		-		505		781		19,790		20,571
Consumer		-		-		-		-		-		407		407
Total other loans		276		-		-		505		781		34,986		35,767
Total loans	$	1,955	$	-	$	-	$	2,509	$	4,464	$	118,219	$	122,683

At June 30, 2011, the Company had $6.1 million in interest only loans, excluding lines of credit and construction loans, and no loans with potential for negative amortization.

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Company analyzes loans individually by classifying the loans as to credit risk.  This analysis includes all loans, regardless of the outstanding balance, and non-homogenous loans, such as commercial and commercial real estate loans.  This analysis is performed on a monthly basis.  The Company uses the following definitions for risk ratings:

Special Mention.  Loans classified as special mention have a potential weakness that deserves managements close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institutions credit positions at some future date.

Substandard.  Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans so classified have a well defined weakness or weaknesses that jeopardize the liquidation of the debt.  They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful.  Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

15

Loss.            An asset classified as loss is considered uncollectible and of such little value that continuance as an asset on the balance sheet of the institution is not warranted.    If an asset or portion thereof is classified as loss, the Company must either establish specific allowances for loan losses in the amount of 100% of the portion of the asset classified loss, or charge off such amount.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.  Loans listed as not rated are either consumer loans or are included in groups of homogeneous loans.  As of June 30, 2011 and December 31, 2010, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

At June 30, 2011
	Not Classified		Special Mention		Sub- standard		Doubtful		Loss		Total Loans
Real estate loans:
One-to four family	$	27,967	$	-	$	462	$	-	$	-	$	28,429
Commercial
Owner Occupied		15,499		3,993		1,346		-		-		20,838
Non Owner Occupied		14,052		1,022		1,119		-		-		16,193
Multi-family		10,882		188		1,066		-		-		12,136
Construction or development		997		-		1,910		-		-		2,907
Home equity
Open Ended/Revolving		7,102		602		-		-		-		7,704
Closed Ended		1,376		-		156		-		-		1,532
Total real estate loans		77,875		5,805		6,059		-		-		89,739
Other loans:
Commercial business
Taxi Medallion		9,054		-		-		-		-		9,054
USDA Guaranteed		5,476		-		-		-		-		5,476
All Other		18,552		423		1,026		-		-		20,001
Consumer		396		-		-		-		-		396
Total other loans		33,478		423		1,026		-		-		34,927
Total loans	$	111,353	$	6,228	$	7,085	$	-	$	-	$	124,666

16

At December 31, 2010

	Not Classified		Special Mention		Sub- standard		Doubtful		Loss		Total Loans
Real estate loans:
One-to four family	$	27,572	$	-	$	465	$	-	$	-	$	28,037
Commercial
Owner Occupied		15,039		3,661		1,339		-		-		20,039
Non Owner Occupied		13,726		652		1,174		-		-		15,552
Multi-family		10,566		-		1,068		-		-		11,634
Construction or development		1,791		-		775		-		-		2,566
Home equity
Open Ended/Revolving		6,862		551		55		-		-		7,468
Closed Ended		1,463		-		157		-		-		1,620
Total real estate loans		77,019		4,864		5,033		-		-		86,916
Other loans:
Commercial business
Taxi Medallion		9,679		-		-		-		-		9,679
USDA Guaranteed		5,110		-		-		-		-		5,110
All Other		18,969		382		1,220		-		-		20,571
Consumer		407		-		-		-		-		407
Total other loans		34,165		382		1,220		-		-		35,767
Total loans	$	111,184	$	5,246	$	6,253	$	-	$	-	$	122,683

17

Note 5 – Allowance for Loan Losses

Activity in the allowance for loan losses is summarized as follows for the three and six months ended June 30, 2011 and 2010.

	Six Months Ended June 30,						Three Months Ended June 30,
	2011			2010			2011			2010
	(Dollars in thousands)						(Dollars in thousands)
Balance at beginning of year		2,017			1,824			1,926			1,884
Charge-offs
One-to-four family		-			-			-			-
Commercial
Owner Occupied		-			-			-			-
Non Owner Occupied		-			(124	)		-			(124	)
Multi-family		-			-			-			-
Construction or development		(25	)		(40	)		(25	)		(40	)
Home equity
Open Ended / Revolving		(55	)		-			(41	)		-
Closed Ended		-			-			-			-
Commercial business
Taxi Medallion		-			-			-			-
USDA Guaranteed		-			-			-			-
Commercial Business Lines of Credit and Term Loans		(87	)		(94	)		-			(94	)
Consumer		-			(2	)		-			(2	)
Total charge-offs		(167	)		(260	)		(66	)		(260	)
Recoveries
One-to-four family		-			-			-			-
Commercial
Owner Occupied		-			-			-			-
Non Owner Occupied		-			-			-			-
Multi-family		-			-			-			-
Construction or development		-			-			-			-
Home equity
Open Ended / Revolving		-			-			-			-
Closed Ended		-			-			-			-
Commercial business
Taxi Medallion		-			-			-			-
USDA Guaranteed		-			-			-			-
Commercial Business Lines of Credit and Term Loans		26			-			26			-
Consumer		1			1			1			-
Total recoveries		27			1			27			-
Provision for losses		140			179			130			120
Balance at end of period		2,017			1,744			2,017			1,744

18

	For the Three Months Ended June 30, 2011
	One-to-Four Family			Commercial RE Owner Occupied			Commercial RE Non Owner Occupied		Multi-Family		Construction or Development			Home Equity- Open Ended		Home Equity- Closed Ended			Taxi Medallion		USDA Guaranteed		Commercial LOC's/ Term Loans			Consumer		Unallocated		Total
Beginning Balance		136			386			236		237		36			118		6			147		-		412			4		208		1,926
Charge-offs		-			-			-		-		(25	)		-		(41	)		-		-		-			-		-		(66	)
Recoveries		-			-			-		-		-			-		-			-		-		26			1		-		27
Provision for loan losses		(21	)		(19	)		30		5		157			30		38			20		-		(116	)		-		6		130
Ending Balance		115			367			266		242		168			148		3			167		-		322			5		214		2,017

	For the Six Months Ended June 30, 2011
	One-to-Four Family		Commercial RE Owner Occupied		Commercial RE Non Owner Occupied		Multi-Family		Construction or Development			Home Equity- Open Ended		Home Equity- Closed Ended			Taxi Medallion		USDA Guaranteed		Commercial LOC's/ Term Loans			Consumer			Unallocated			Total
Beginning Balance		115		367		224		237		36			116		27			167		-		466			5			257			2,017
Charge-offs		-		-		-		-		(25	)		-		(55	)		-		-		(87	)		-			-			(167	)
Recoveries		-		-		-		-		-			-		-			-		-		26			1			-			27
Provision for loan losses		-		-		42		5		157			32		32			-		-		(83	)		(2	)		(43	)		140
Ending Balance		115		367		266		242		168			148		4			167		-		322			4			214			2,017

The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2011 and December 31, 2010.

19

At June 30, 2011

	1-4 Family Residential Real Estate		Commercial Real Estate		Multifamily Real Estate		Construction or Development		Home Equity		Commercial Business		Consumer		Unallocated		Total
	(In thousands)
Allowance for loan losses:
Ending allowance balance attributable to loans:
Individually evaluated for impairment		-		-		-		-		-		-		-		-		-
Collectively evaluated for impairment		115		633		242		168		152		489		4		214		2,018
Acquired with deteriorated credit quality		-		-		-		-		-		-		-		-		-
Total allowance balance	$	115	$	633	$	242	$	168	$	152	$	489	$	4	$	214	$	2,018
Loans:
Loans individually evaluated for impairment		-		1,093		-		750		-		608		-		-		2,451
Loans collectively evaluated for impairment		28,429		35,938		12,136		2,157		9,236		33,923		396		-		122,215
Loans acquired with deteriorated credit quality		-		-		-		-		-		-		-		-		-
Total ending loans balance	$	28,429	$	37,031	$	12,136	$	2,907	$	9,236	$	34,531	$	396	$	-		124,666

20

At December 31, 2010
	1-4 Family Residential Real Estate		Commercial Real Estate		Multifamily Real Estate		Construction or Development		Home Equity		Commercial Business		Consumer		Unallocated		Total
	(In thousands)
Allowance for loan losses:
Individually evaluated for impairment		-		-		-		-		3		42		-		-		45
Collectively evaluated for impairment		115		591		237		36		140		591		5		257		1,972
Acquired with deteriorated credit quality		-		-		-		-		-		-		-		-		-
Total allowance balance	$	115	$	591	$	237	$	36	$	143	$	633	$	5	$	257	$	2,017
Loans:
Loans individually evaluated for impairment		-		1,826		1,068		775		55		732		-		-		4,456
Loans collectively evaluated for impairment		28,037		33,765		10,566		1,791		9,033		34,628		407		-		118,227
Loans acquired with deteriorated credit quality		-		-		-		-		-		-		-		-		-
Total ending loans balance	$	28,037	$	35,591	$	11,634	$	2,566	$	9,088	$	35,360	$	407	$	-		122,683

Note 6. Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standards describe three levels of inputs that may be used to measure fair values:

Level 1 –	Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 –	Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 –	Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

21

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment Securities: The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).

Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Real Estate Owned:  Nonrecurring adjustments to certain commercial real estate properties classified as real estate owned (REO) are measured at the lower of carrying amount or fair value, less costs to sell. Fair values are generally based on third party appraisals of the property, resulting in a Level 3 classification.   In cases where the carrying amount exceeds the fair value, less costs to sell, an impairment loss is recognized.

Assets measured at fair value on recurring basis are summarized below.

			Fair Value Measurements at
			June 30, 2011 Using:
				Significant
			Quoted Prices in	Other		Significant
			Active Markets for	Observable		Unobservable
	Carrying		Identical Assets	Inputs		Inputs
	Value		(Level 1)	(Level 2)		(Level 3)
(Dollars in thousands)
Financial Assets
Investment securities available-for sale:
Mortgage-backed securities – residential	$	18,849		$	18,849
U.S. government agencies		605			605
Other securities		1,357			1,357
Total available- for-sale		20,811			20,811

			Fair Value Measurements at
			December 31, 2010 Using:
				Significant
			Quoted Prices in	Other		Significant
			Active Markets for	Observable		Unobservable
	Carrying		Identical Assets	Inputs		Inputs
	Value		(Level 1)	(Level 2)		(Level 3)
(Dollars in thousands)
Financial Assets
Investment securities available-for sale:
Mortgage-backed securities – residential	$	18,128		$	18,128
U.S. government agencies		614			614
Other securities		1,378			1,378
Total available- for-sale		20,120			20,120

22

Assets measured at fair value on a non-recurring basis are summarized below:

			Fair Value Measurements
			(in thousands)
			at June 30, 2011 Using
			Identical		Observable		Unobservable
	Carrying		Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired Loans	$	-	$	-	$	-	$	-
REO Property		292		-		-		292

			Fair Value Measurements
			(in thousands)
			at December 31, 2010 Using
			Identical		Observable		Unobservable
	Carrying		Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Impaired Loans	$	148	$	-	$	-	$	148
REO Property		325		-		-		325

Impaired loans: During the period ending June 30, 2011, the Bank had no impaired loans with specific allocations.

Impaired loans with specific allocations, measured for impairment using the fair value of the collateral for collateral dependent loans, had a book value of $193 thousand, with a valuation allowance of $45 thousand at December 31, 2010. This specific allowance was allocated during 2010. General reserves in this amount were reclassified to specific reserves during the year ended December 31, 2010, an amount equal to any collateral shortfall on impaired loans.

Real Estate Owned:  Real estate owned had a net carrying amount of $292 thousand, which is made up of two properties with a total outstanding balance of $855 thousand, net of direct write-downs of $563 thousand, at June 30, 2011.

At December 31, 2010 real estate owned had a net carrying amount of $325 thousand, which is made up of two properties with a total outstanding balance of $855 thousand, net of direct write-downs of $530 thousand.

Carrying amounts and estimated fair values of financial instruments at June 30, 2011 and December 31, 2010 were as follows:

23

	June 30,				December 31,
	2011				2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
	(In thousands)
Financial assets
Cash and due from banks	$	12,215	$	12,215	$	13,027	$	13,027
Federal Funds Sold and money market investments		11		11		12		12
Certificate of deposit placements		1,055		1,055		2,110		2,110
Securities available for sale		20,811		20,811		20,120		20,120
Loans held for sale		907		920		400		404
Loans, net		122,272		124,106		121,208		124,469
Federal Home Loan Bank stock		522		N/A		558		N/A
Federal Reserve Bank stock		407		N/A		392		N/A
Accrued interest receivable		598		598		608		608
Financial Liabilities
Deposits		138,682		139,070		138,217		139,764
Federal Home Loan Bank advances		7,018		7,245		7,523		7,684
Other borrowings		2,902		2,996		2,841		2,902
Accrued interest payable		137		137		141		141

The methods and assumptions used to estimate fair value are described as follows:

Carrying amount is the estimated fair value for cash and cash equivalents, interest bearing deposits, accrued interest receivable and payable, demand deposits, short-term debt, and variable rate loans or deposits that reprice frequently and fully. For fixed rate loans or deposits and for variable rate loans or deposits with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair value of debt is based on current rates for similar financing. It was not practicable to determine the fair value of FHLB or FRB stock due to restrictions placed on its transferability. The fair value of off-balance-sheet items is not considered material.

Note 7.  Commitments and Contingencies

Legal Proceedings

The Company has not been a party to any legal proceedings that may have a material effect on the Company’s results of operations and financial condition.  However, in the normal course of its business, the Company may become involved as plaintiff or defendant in proceedings such as judicial mortgage foreclosures and proceedings to collect on loan obligations and to enforce contractual obligations.

Operating Lease Commitments

The Company is obligated under non-cancelable operating leases for its branch office locations in New Paltz, New York, and Staten Island, New York.  The leases are for initial terms of 15 years and 10 years, respectively and have various renewal options.

Off-Balance Sheet Financial Instruments

The Company’s off-balance sheet financial instruments at June 30, 2011 were limited to loan origination commitments of $2.6 million (including one-to-four family loans held for sale of $296 thousand) and unused lines of credit (principally commercial and home equity lines) extended to customers of $11.4 million.  Substantially all of these commitments and lines of credit have been provided to customers within the Bank’s primary lending area.  Loan origination commitments at June 30, 2011, consisted of adjustable and fixed rate commitments of $2.2 million and $399 thousand  respectively, with interest rates ranging from 4.25% to 6.50%.

24

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Report on Form 10-Q of the Company includes “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, that are based on the current beliefs of, as well as assumptions made by and information currently available to, the management of the Company.  All statements other than statements of historical facts included in this Report, including, without limitation, statements contained under the caption “Management’s Discussion and Analysis” regarding the Company’s business strategy and plans and objectives of the management of the Company for future operations, are forward-looking statements.  When used in this Report, the words “anticipate,” “believe,” “estimate,” “project,” “predict,” “expect,” “intend” or words or phrases of similar import, as they relate to the Company or the Company’s management, are intended to identify forward-looking statements.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such expectations may not prove to be correct.  All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, believed, estimated, projected, predicted, expected or intended including: statements of our goals, intentions and expectations; statements regarding our business plans and prospects and growth and operating strategies; statements regarding the asset quality of our loan and investment portfolios and estimates of our risks and future costs and benefits. Among the factors which could cause our actual results of financial condition to differ materially are those set forth in Item 1A of our Form 10-K as well as the following: our ability to manage the risk in our loan portfolio including new types of loans such as taxi medallion and United States Department of Agriculture (USDA) guaranteed loans; significantly increased competition among depository and other financial institutions; our ability to execute our plan to grow our assets on a profitable basis; our ability to execute on a favorable basis any plan we may have to acquire other institutions or branches or establish new offices; changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments and inflation; general economic conditions, either nationally or in our market area, future deposit premium levels, adverse changes in the securities and national and local real estate markets (including real estate values); our ability to grow our new Staten Island office; legislative or regulatory changes that adversely affect our business; our ability to enter new markets successfully and take advantage of growth opportunities; changes in consumer spending, borrowing and savings habits; the effect of a dramatically slowing economy on our lending portfolio including our commercial real estate, business, construction, multifamily, and home equity loans; the impact of the U.S. government’s economic stimulus program and its various financial institution rescue plans, changes in accounting policies and practices, as may be adopted by the bank regulatory agencies and the authoritative accounting and auditing bodies; and changes in our organization, compensation and benefit plans.

The Company does not intend to update these forward-looking statements.  All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by applicable cautionary statements.

25

Comparison of Financial Condition at June 30, 2011 and December 31, 2010

Total assets at June 30, 2011, amounted to $162.2 million, representing an increase of $1.4 million, or 0.9%, from $160.8 million at December 31, 2010.  The increase in assets consisted primarily of a $1.3 million increase in premises and equipment, a $1.1 million increase in loans receivable, and a $500 thousand increase in loans held for sale. These increases were partially offset by a decrease in cash and cash equivalents of $800 thousand and a $1.1 million decrease in certificate of deposit placement. The increase in premises and equipment is related to the purchase of the Bank premises building in Newburgh, NY.

Overall, loans receivable, net, increased $1.1 million, or 0.93%, to $122.3 million at June 30, 2011, from $121.2 million at December 31, 2010. Commercial loans, including taxi medallion and USDA Guaranteed loans, and commercial lines of credit decreased $829 thousand, or 2.34%, from $35.4 million to $34.5 million, and commercial and multifamily real estate loans increased $1.9 million, or 4.1%, from $47.2 million to $49.2 million.  Home equity and consumer loans increased $137 thousand or 1.4%, from $9.5 million to $9.6 million, over the same three-month period.  Residential real estate mortgage loans, excluding mortgage loans held for sale, increased $392 thousand, or 1.4%, from $28.0 million to $28.4 million. Management continues to emphasize the origination of high quality loans for retention in the loan portfolio.

Total cash and cash equivalents at June 30, 2011 decreased $813 thousand, or 6.2%, to $12.2 million from $13.0 million at December 31, 2010, while certificates of deposit at other financial institutions decreased $1.1 million, or 50.0%, to $1.1 million from $2.1 million during the same period.  Total securities at June 30, 2011 increased $691 thousand, or 3.4%, to $20.8 million from $20.1 million at December 31, 2010.

Total deposits increased by $465 thousand to $138.7 million at June 30, 2011 from $138.2 million at December 30, 2010.  Non-interest bearing deposits increased $1.9 million and interest bearing deposits decreased $1.4 million.  Over this six month period the net deposit activity consisted mainly of an increase in DDA and NOW accounts of $1.8 million and an increase in money market and savings accounts of $300 thousand, partially offset by a decrease in certificates of deposit of $1.6 million. The increase in DDA and NOW accounts is the result of a concerted effort by the Bank to attract and retain transaction-based deposit accounts.

Stockholders’ equity increased by $296 thousand to $11.1 million at June 30, 2011, from $10.8 million at December 31, 2010.  The increase was primarily attributable to the $202 thousand increase in retained earnings and a $101 thousand increase in the net unrealized gain on available-for-sale securities. The ratio of stockholders’ equity to total assets increased to 6.8% at June 30, 2011 from 6.7% at December 31, 2010.  Book value per share increased to $4.88 at June 30, 2011, from $4.75 at December 31, 2010.  See “Liquidity and Capital Resources” for information regarding the Bank’s regulatory capital amounts and ratios.

Loan Composition

The following is a summary of loans receivable at June 30, 2011 and December 31, 2010.

26

	June 30,			December 31,
	2011			2010
	(In thousands)
Real estate loans:
One-to four family	$	28,429		$	28,037
Commercial
Owner Occupied		20,838			20,039
Non Owner Occupied		16,193			15,552
Multi-family		12,136			11,634
Construction or development		2,907			2,566
Home equity
Open Ended/Revolving		7,704			7,468
Closed Ended		1,532			1,620
Total real estate loans		89,739			86,916
Other loans:
Commercial business
Taxi Medallion		9,054			9,679
USDA Guaranteed*		5,476			5,110
Commercial Lines of Credit and Term Loans		20,001			20,571
Consumer		396			407
Total other loans		34,927			35,767
Total loans		124,666			122,683
Deferred loan costs net		530			542
Allowance for loan losses		(2,017	)		(2,017	)
Total loans receivable, net	$	123,179		$	121,208

* Includes premiums of $495 thousand which are not guaranteed

Asset Quality

Delinquency Procedures.  When a borrower fails to make a required payment on a loan, attempts to cure the delinquency are first made by contacting the borrower.  Late notices will be sent when a payment is more than sixteen days past due, and a late charge will generally be assessed at that time.  Additional written and verbal contacts may be made with the borrower between thirty and ninety days after the due date.  If the loan is contractually delinquent over sixty days, a thirty day demand letter is sent to the borrower and, after the loan is contractually delinquent over ninety days, appropriate action begins to foreclose on the property.  If foreclosed, the property will be sold at auction and may be purchased by the Bank.  Delinquent consumer loans are generally handled in a similar manner. Procedures for repossession and sale of consumer collateral are subject to various requirements under New York consumer protection laws.

Real estate acquired as a result of foreclosure or by deed in lieu of foreclosure will be classified as other real estate owned until it is sold.  When property is acquired or expected to be acquired by foreclosure or deed in lieu of foreclosure, it will be recorded at estimated fair value less the estimated cost of disposition, with the resulting write-down charged to the allowance for loan losses.  After acquisition, all costs incurred in maintaining the property will be expensed.  Costs relating to the development and improvement of the property, however, will be capitalized.

27

Classified Assets

Regulations require that the Company classify its assets on a regular basis and establish prudent valuation allowances based on such classifications.  There are three classifications for problem assets: substandard, doubtful, and loss.  Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.  Doubtful assets have the weaknesses of substandard assets, with the additional characteristics that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss.  An asset classified as loss is considered uncollectible and of such little value that continuance as an asset on the balance sheet of the institution is not warranted.    If an asset or portion thereof is classified as loss, the Company must either establish specific allowances for loan losses in the amount of 100% of the portion of the asset classified loss, or charge off such amount.  On the basis of management’s review, at June 30, 2011, the Bank had $7.1 million classified as substandard.  There were no assets classified as doubtful or loss. At December 31, 2010 the Bank had $6.3 million in assets classified as substandard. At such date, there were no assets classified as doubtful or loss.

Non-performing Assets

Loans are reviewed on an ongoing basis and any loan whose collectability is doubtful is placed on nonaccrual status. Loans are placed on nonaccrual status when either principal or interest is 90 days or more past due, unless, in the judgment of management, the loan is well collateralized and in the process of collection.  Interest accrued and unpaid at the time a loan is placed on nonaccrual status is reversed from interest income related to current year income and charged to the allowance for loan losses with respect to income that was recorded in the prior fiscal year.  Subsequent payments are either applied to the outstanding principal balance or recorded as interest income, depending on the assessment of the ultimate collectability of the loan.  At June 30, 2011 the Bank had two foreclosed assets acquired in settlement of loans. The Bank’s non-performing assets decreased to $2.7 million at June 30, 2011 from $2.8 million at December 31, 2010.

The following table sets forth the amount and categories of our non-performing assets at the dates indicated. At June 30, 2011, we had one loan in the amount of $614 thousand which represented a troubled debt restructuring as described below.

28

	At June 30,			At December 31,
	2011			2010
	(Dollars in thousands)
Non-accrual loans:
Real estate loans:
One-to-four family	$	-		$	-
Commercial
Owner Occupied		-			-
Non Owner Occupied		1,093			1,174
Multi-family		-			-
Construction or development		750			775
Home equity
Open Ended / Revolving		-			55
Closed Ended		-			-
Total real estate loans		1,843			2,004
Other Loans:
Commercial business
Taxi Medallion		-			-
USDA Guaranteed		-			-
Commercial Business Lines of Credit and Term Loans		608			505
Consumer		-			-
Total non-performing loans	$	2,451		$	2,509
REO, net		292			325
Total non-performing assets	$	2,743		$	2,834
Ratios:
Non-performing loans to total loans		1.98	%		2.05	%
Non-performing loans to total assets		1.51	%		1.56	%
Non-performing assets to total assets		1.69	%		1.76	%

At June 30, 2011 total non-performing loans were $2.47 million and were comprised of 9 loans. The largest of these is a residential construction loan with 4 prepared lots, one of which is complete with a 1-4 family dwelling in Orange County, New York. This has a balance of $750 thousand and is in the process of foreclosure.

The second largest is a commercial real estate property in Middlesex County, New Jersey which operates as a restaurant. The balance of this loan is $614 thousand and has recently been restructured in the form of a Mortgage Forbearance Modification Agreement.

There were no loans past due greater than 90 days and still on accrual status at either June 30, 2011 or December 31, 2010.

Allowance for Loan Losses.  The allowance for loan losses is established and maintained through a provision for loan losses based on probable incurred losses inherent in the Bank’s loan portfolio.  Management evaluates the adequacy of the allowance on a quarterly basis.   If the allowance for loan losses is not sufficient to cover actual loan losses, the Bank’s earnings could decrease.

The allowance for loan losses consists of amounts specifically allocated to impaired loans as well as allowances determined for each major loan category.  Loan categories such as single-family residential mortgages and consumer loans are generally evaluated on an aggregate or “pool” basis by applying loss factors to the current balances of the various loan categories.  The loss factors are determined by management based on an evaluation of historical loss experience, delinquency trends, volume and type of lending conducted, and the impact of current economic conditions in our market area. Finally, management evaluates and considers the allowance ratios and coverage percentages of both peer group and regulatory agency data.

29

Management’s evaluation of the adequacy of the allowance, which is subject to periodic review by the New York State Banking Department and the Federal Reserve Bank of New York, takes into consideration such factors as the historical loan loss experience, peer group ratios, known and inherent risks in the portfolio, changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, estimated value of underlying collateral, and current economic conditions that may affect borrowers’ ability to pay. Due to our brief period of operations, peer group information is the primary determinant.  Other factors as discussed above will become more prominent in the methodology as we develop a history of experience.  While management believes that it uses the best information available to determine the allowance for loan losses, unforeseen market conditions could result in adjustments to the allowance for loan losses, and net earnings could be significantly affected, if circumstances differ substantially from the estimates made in making the final determination.

The following table summarizes the activity in the Company’s allowance for loan losses for the six month periods ended June 30, 2011 and June 30, 2010:

30

	Six Months Ended
	June 30,
	2011			2010
	(Dollars in thousands)
Balance at beginning of year		2,017			1,824
Charge-offs
One-to-four family		-			-
Commercial
Owner Occupied		-			-
Non Owner Occupied		-			(124	)
Multi-family		-			-
Construction or development		(25	)		(40	)
Home equity
Open Ended / Revolving		(55	)		-
Closed Ended		-			-
Commercial business
Taxi Medallion		-			-
USDA Guaranteed		-			-
Commercial Business Lines of Credit and Term Loans		(87	)		(94	)
Consumer		-			(2	)
Total charge-offs		(167	)		(260	)
Recoveries
One-to-four family		-			-
Commercial
Owner Occupied		-			-
Non Owner Occupied		-			-
Multi-family		-			-
Construction or development		-			-
Home equity
Open Ended / Revolving		-			-
Closed Ended		-			-
Commercial business
Taxi Medallion		-			-
USDA Guaranteed		-			-
Commercial Business Lines of Credit and Term Loans		26			-
Consumer		1			1
Total recoveries		27			1
Provision for losses		140			179
Balance at end of period		2,017			1,744
Ratio of net annualized charge-offs to average total loans		0.23	%		0.46	%
Ratio of allowance for loan losses to total loans		1.62	%		1.55	%

 Analysis of Net Interest Income

 The following table summarizes the Company’s average balance sheet for interest earning assets and interest bearing liabilities, average yields and costs (on an annualized basis), and certain other information for the three months ended June 30, 2011, as compared to the comparable period ended June 30, 2010.  The yields and costs were derived by dividing interest income or expense by the average balance of assets and liabilities for the period shown.  Substantially all average balances were computed based on daily balances.  The yields include deferred fees and discounts, which are considered yield adjustments.

31

				For the Three Months Ended
	June 30,								June 30,
	2011								2010
	Average					Average			Average					Average
	Balance			Interest		Yield/Cost			Balance			Interest		Yield/Cost
Assets
Interest-earning assets:
Loans		123,608		$	1,675		5.42	%		113,693		$	1,622		5.64	%
Fed Funds & other investments		10,760			7		0.24	%		10,832			8		0.29	%
Certificates of deposit		1,722			11		2.53	%		2,947			18		2.45	%
FRB & FHLB stock		932			11		4.58	%		921			11		4.78	%
Securities		20,517			197		3.85	%		31,031			317		4.09	%
Total interest-earning assets	$	157,539		$	1,901		4.83	%	$	159,424		$	1,976		4.90	%
Allowance for loan losses		(1,945	)							(1,831	)
Cash & Due from banks		1,932								1,885
Other Non-interest earning assets		4,402								3,276
Total assets	$	161,928							$	162,754
Liabilities and  Stockholders' Equity
Interest-bearing liabilities:
NOW accounts	$	6,925		$	12		0.71	%	$	6,547		$	17		1.04	%
Money Market accounts		33,731			83		0.99	%		36,858			107		1.16	%
Regular savings accounts		9,754			20		0.84	%		11,405			29		1.02	%
Certficates of Deposit		69,665			416		2.39	%		70,835			484		2.74	%
Total interest-bearing deposits	$	120,075			531		1.77	%	$	125,645			637		2.03	%
Borrowings		9,994			96		3.80	%		10,820			117		4.34	%
Total interest-bearing liabilities	$	130,069		$	627		1.93	%	$	136,465		$	754		2.22	%
Non-interest-bearing liabilities		21,223								16,295					.
Total liabilities		151,292								152,760
Stockholders' equity		10,636								9,994
Total liabilities and stockholders' equity	$	161,928							$	162,754
Net interest income				$	1,274							$	1,222

Average interest rate spread (1)			2.90	%			2.68	%
Net interest margin (2)			3.23	%			3.07	%
Net interest-earning assets (3)	$	27,470			$	22,959
Ratio of average interest-earning assets to average interest-bearing liabilities			121.12	%			116.82	%

32

				For the Six Months Ended
	June 30,								June 30,
	2011								2010
	Average					Average			Average					Average
	Balance			Interest		Yield/Cost			Balance			Interest		Yield/Cost
Assets
Interest-earning assets:
Loans	$	123,302		$	3,363		5.42	%		111,556		$	3,186		5.68	%
Fed Funds & other investments		10,419			23		0.44	%		11,143			19		0.34	%
Certificates of deposit		1,820			14		1.55	%		3,179			35		2.22	%
FRB & FHLB stock		469			23		9.81	%		910			25		5.49	%
Securities		20,076			373		3.72	%		31,153			648		4.16	%
Total interest-earning assets	$	156,086		$	3,796		4.84	%	$	157,941		$	3,913		4.93	%
Allowance for loan losses		(1,983	)							(1,670	)
Cash & Due from banks		1,949								1,574
Other Non-interest earning assets		3,879								3,256
Total assets	$	159,931							$	161,101
Liabilities and  Stockholders' Equity
Interest-bearing liabilities:
NOW accounts	$	7,158		$	24		0.69	%	$	6,338		$	24		0.76	%
Money Market accounts		33,757			164		0.98	%		36,914			220		1.20	%
Regular savings accounts		9,825			45		0.93	%		10,657			55		1.04	%
Certficates of Deposit		68,755			828		2.43	%		71,052			980		2.78	%
Total interest-bearing deposits	$	119,495			1,061		1.79	%	$	124,961			1,279		2.06	%
Borrowings		10,101			194		3.82	%		10,444			213		4.11	%
Total interest-bearing liabilities	$	129,596		$	1,255		1.95	%	$	135,405		$	1,492		2.22	%
Non-interest-bearing liabilities		19,824								16,004					.
Total liabilities		149,420								151,409
Stockholders' equity		10,511								9,692
Total liabilities and stockholders' equity	$	159,931							$	161,101
Net interest income				$	2,541							$	2,421

Average interest rate spread (1)			2.91	%			2.71	%
Net interest margin (2)			3.26	%			3.07	%
Net interest-earning assets (3)	$	26,490			$	22,536
Ratio of average interest-earning assets to average interest-bearing liabilities			120.44	%			116.64	%

__________________

(1) Average interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(2) Net interest margin represents net interest income divided by average total interest-earning assets.

(3) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

Results of Operations for the Quarters Ended June 30, 2011 and June 30, 2010

General.  For the quarter ended June 30, 2011, the Company recognized net income of $164 thousand, or $0.07 per basic and diluted share, as compared to net income of $63 thousand, or $0.03 per basic and diluted share, for the quarter ended June 30, 2010.

Interest Income.  Interest income remained relatively unchanged at $1.9 million for the quarter ended June 30, 2011 compared to $2.0 million for the quarter ended June 30, 2010.  A modest decrease of $75 thousand was primarily attributable to a $120 thousand decrease in interest income from securities partially offset by a $53 thousand increase in loan interest income.

33

The average balance of the loan portfolio increased to $123.6 million for the three months ended June 30, 2011 from $113.7 million for the three months ended June 30, 2010, while the average yield decreased from 5.64% for the quarter ended June 30, 2010 to 5.42% for the quarter ended June 30, 2011.   The average balance and yield of the Bank’s investment securities for the quarter ended June 30, 2011, was $20.5 million and 3.85%, respectively, as compared to an average balance of $31.0 million and a yield of 4.09% for the comparable quarter ended one-year earlier.

Interest Expense.  Total interest expense for the quarter ended June 30, 2011, decreased by $127 thousand to $627 thousand, from $754 thousand for the prior year period.  Average balances of total interest-bearing liabilities decreased $6.4 million to $130.1 million for the quarter ended June 30, 2011, from $136.5 million for the quarter ended June 30, 2010. The average cost for those liabilities decreased to 1.93% from 2.22% for the same respective period one year earlier reflecting lower market interest rates.

The average balances of the Bank’s certificates of deposit portfolio decreased to $69.7 million at an average cost of 2.39% over the quarter ended June 30, 2011, from $70.8 million at an average cost of 2.74% over the same quarter ended one-year earlier.  The $1.2 million decrease was primarily attributable to the maturing and renewing of certificate of deposits in a lower interest rate environment.  Regular savings account average balances decreased to $9.8 million, or $1.7 million, from $11.4 million for the quarter ended June 30, 2010. These had an average cost of 0.84% for the quarter ended June 30, 2011 compared to an average cost of 1.02% for the quarter ended June 30, 2010.

Average money market account balances decreased $3.1 million to $33.7 million at an average cost of 0.99% for the quarter ended June 30, 2011, from $36.9 million at an average cost of 1.16% for the quarter ended June 30, 2010.

For the quarter ended June 30, 2011, the average balance of the Company’s borrowed funds was $10.0 million and its average cost was 3.80%, as compared to $10.8 million and an average cost of 4.34% for the quarter ended June 30, 2010.  At June 30, 2011, the weighted average term to maturity of our borrowings was approximately 1.3 years.

Net Interest Income.  Net interest income was approximately $1.3 million for the quarter ended June 30, 2011, as compared to $1.2 million for the same quarter in the prior year.  Our average interest rate spread increased to 2.90% for the quarter ended June 30, 2011, from 2.68% for the quarter ended June 30, 2010, while our net interest margin increased to 3.24% from 3.07%, over the same respective periods. These increases were primarily attributable to decreased cost of deposits.

Provision for Loan Losses.  For the three months ended June 30, 2011, management recorded a $130 thousand provision for loan losses. The Company does not have substantial historical loan loss experience, however, management records loan loss provisions to reflect the overall growth in the portfolio as well as the evaluated risk in the portfolio. Comparatively, the provision was $120 thousand for the quarter ended June 30, 2010.

Non-Interest Income.  Non-interest income for the quarter ended June 30, 2011 increased $54 thousand to approximately $393 thousand as compared to $339 thousand for the quarter ended June 30, 2010.  Service charges and fees increased by $38 thousand, from $134 thousand for the quarter ended June 30, 2010, to $172 thousand for the quarter ended June 30, 2011, primarily as a result of servicing a greater number of deposit and loan customers.  The net gain on the sales of real estate mortgage loans remained relatively unchanged, decreasing $1 thousand, to $21 thousand for the quarter ended June 30, 2011. Other non-interest income increased to $200 thousand for the quarter ended June 30, 2011, from $37 thousand for the same quarter in 2010, resulting from the receipt of a partial dividend in the amount of $182 thousand on a prior charge-off of a certificate of deposit placement in a failed bank as previously disclosed on the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2011.

34

Non-Interest Expense.  Non-interest expense for the quarter ended June 30, 2011 decreased $31 thousand when compared to the same quarter in 2010, primarily resulting from decreases in occupancy and data processing fees partially offset by an increase in compensation and benefits.

Income Tax Expense.  Income tax expense was $26 thousand for the quarter ended June 30, 2011 as compared to $0 for the quarter ended June 30, 2010 resulting from our increased net income in the 2011 quarter.

Results of Operations for the Six Months Ended June 30, 2011 and June 30, 2010

General.  For the six months ended June 30, 2011, the Company recognized net income of $202 thousand, or $0.09 per basic and diluted share, as compared to net income of $119 thousand, or $0.06 per basic and diluted share, for the six months ended June 30, 2010.

Interest Income.  Interest income decreased by $117 thousand, from $3.9 million to $3.8 million, for the six months ended June 30, 2011 and June 30, 2010.  This decrease was primarily attributable to a $275 thousand decrease in interest income from securities, partially offset by a $177 thousand increase in loan interest income.

The average balance of the loan portfolio increased to $123.3 million for the six months ended June 30, 2011 from $111.6 million for the six months ended June 30, 2010, while the average yield decreased from 5.68% for the six months ended June 30, 2010 to 5.42% for the six ended June 30, 2011.   The average balance and yield of the Bank’s investment securities for the six months ended June 30, 2011, was $20.1 million and 3.73%, respectively, as compared to an average balance of $31.2 million and a yield of 4.16% for the comparable six month period one-year earlier.

Interest Expense.  Total interest expense for the six months ended June 30, 2011, decreased by $237 thousand, from $1.5 million to $1.3 million, when compared to the prior year period.  Average balances of total interest-bearing liabilities decreased $5.8 million to $129.6 million for the six months ended June 30, 2011, from $135.4 million for the six months ended June 30, 2010. The average cost for those liabilities decreased to 1.95% from 2.22% for the same respective period one year earlier reflecting lower market interest rates.

The average balances of the Bank’s certificates of deposit portfolio decreased to $68.8 million at an average cost of 2.43% over the six months ended June 30, 2011, from $71.1 million at an average cost of 2.78% over the same period one-year earlier.  The $2.3 million decrease was primarily attributable to the maturing and renewing of certificate of deposits in a lower interest rate environment.  Regular savings account average balances decreased by $832 thousand to $9.8 million. These had an average cost of 0.93% for the six months ended June 30, 2011 compared to an average cost of 1.04% for the six months ended June 30, 2010.

Average money market account balances decreased $3.2 million to $33.8 million at an average cost of 0.98% for the six months ended June 30, 2011, from $36.9 million at an average cost of 1.20% for the six months ended June 30, 2010.

For the six months ended June 30, 2011, the average balance of the Company’s borrowed funds was $10.1 million and its average cost was 3.82%, as compared to $10.4 million and an average cost of 4.11% for the six months ended June 30, 2010.   At June 30, 2011, the weighted average term to maturity of our borrowings was approximately 1.3 years.

35

Net Interest Income.  Net interest income was approximately $2.5 million for the six months ended June 30, 2011, as compared to $2.4 million for the same period in the prior year.  Our average interest rate spread increased to 2.91% for the six months ended June 30, 2011, from 2.71% for the six months ended June 30, 2010, while our net interest margin increased to 3.26% from 3.07%, over the same respective periods. These increases were primarily attributable to decreased cost of deposits.

Provision for Loan Losses.  For the six months ended June 30, 2011, management recorded a $140 thousand provision for loan losses. The Company does not have substantial historical loan loss experience, however, management records loan loss provisions to reflect the overall growth in the portfolio as well as the evaluated risk in the portfolio. Comparatively, the provision was $179 thousand for the six months ended June 30, 2010.

Non-Interest Income.  Non-interest income for the six months ended June 30, 2011 increased $126 thousand to approximately $630 thousand as compared to $504 thousand for the six months ended June 30, 2010.  Service charges and fees increased by $87 thousand, from $239 thousand for the six months ended June 30, 2010, to $326 thousand for the six months ended June 30, 2011, primarily as a result of servicing a greater number of deposit and loan customers.  The net gain on the sales of real estate mortgage loans increased $26 thousand to $83 thousand for the six months ended June 30, 2011, as compared to $57 thousand for the six months ended June 30, 2010. This increase is due to the sale of a Small Business Administration guaranteed loan into the secondary market during the first quarter of 2011. Other non-interest income increased to $221 thousand for the six months ended June 30, 2011, from $62 thousand for the same period in 2010, an increase of $159 thousand. This increase was primarily attributable to a partial dividend in the amount of $182 thousand received from a prior charge-off of a certificate deposit placement in a failed bank.

Non-Interest Expense.  Non-interest expense for the six months ended June 30, 2011 increased $166 thousand when compared to the same period in 2010, primarily resulting from an increase in compensation and benefits of $138 thousand and other non-interest expense of $93 thousand.  The increase in compensation and benefits is related to the allocation of additional customer service resources to assist in marketing the bank’s existing and newly developed products.  The increase in other expense is related to charges incurred for certain death benefits paid to a former employee and a partial write down of the carrying value of real estate owned during the first six months of 2011.

Income Tax Expense.  Income tax expense was $36 thousand for the six months ended June 30, 2011 as compared to $0 for the six months ended June 30, 2010.

Liquidity and Capital Resources

The primary sources of funds are deposits, capital, proceeds from the sale of loans, and principal and interest payments on loans and securities.  While maturities and scheduled payments on loans and securities provide an indication of the timing of the receipt of funds, other sources of funds such as loan prepayments and deposit inflows are less predictable due to the effects of changes in interest rates, economic conditions and competition.

The primary investing activities of the Company are the origination of loans and the purchase of investment securities.  For the six months ended June 30, 2011, the net activity of originated loans, sales and principal payments increased the loan portfolio by $1.1 million.  At June 30, 2011, the Company had outstanding loan origination commitments of $2.6 million (including one-to-four-family real estate mortgage loans held for sale of $296 thousand) and undisbursed lines of credit and construction loans in process of $11.4 million.  The Company anticipates that it will have sufficient funds available to meet its current loan originations and other commitments.

36

At June 30, 2011, total deposits were approximately $138.7 million of which approximately $67.3 million were in certificates of deposit.  Certificates of deposit scheduled to mature in one year or less from June 30, 2011, totaled $34.6 million.  Based on past experience the Company anticipates that most of these certificates of deposit can be renewed upon their expiration.

The Company has a line of credit with a correspondent bank for an amount of up to $3.2 million.  This credit facility is secured by 100% of the outstanding shares of the Bank for an original period of two years. During August 2010 the Company exercised its option to renew the facility for an additional year. This facility matures on August 31, 2011. As of June 30, 2011, the outstanding balance was $2.9       million. The Company utilized this credit facility primarily to provide funds to the Company to downstream to the Bank to enable it to maintain strong capital ratios and leverage the balance sheet by increasing assets.  The line of credit also repaid the amounts due to the same correspondent bank on its previously drawn line of credit, to fund operating expenses and to provide funds for an interest reserve to be applied toward monthly interest payments.  Under the debt covenants on this line of credit, the Bank is required to remain well capitalized under the regulatory definition.

The Bank does borrow based upon its need for funds and the cost of deposits as an alternative source of funds.  In general, the Bank manages its liquidity by maintaining sufficient levels of short-term investments so that funds are available for investment in loans when needed.  The Bank monitors its liquidity on a regular basis.  Excess liquidity is invested in overnight federal funds sold and other short-term investments.  The Bank has a line of credit with the same correspondent bank for an amount of up to $5.0 million.  This credit facility is on a secured basis for $2.5 million for a period of one hundred eighty (180) calendar days and an unsecured basis of $2.5 million for a period of fourteen (14) calendar days.  The Bank did not utilize this credit facility at any time during the quarter ending June 30, 2011.

The Bank is subject to the risk based capital guidelines administered by bank regulatory agencies.  The guidelines require the Bank to maintain a minimum leverage ratio of core (Tier 1) capital to total adjusted tangible assets of 5.0%, and a minimum ratio of total capital (core capital and supplementary capital) to risk-weighted assets of 6.0%, of which 4.0% must be core (Tier 1) capital.  As of June 30, 2011, the Bank’s risk weighted capital to risk weighted assets was 12.96%; its Tier I capital to risk weighted assets was 11.71% and its Tier I capital to average assets capital ratio was 8.13%.  As of December 31, 2010, the Bank’s risk weighted capital to risk weighted assets, Tier I capital to risk weighted assets and Tier I capital to average assets capital ratios were 13.0%, 11.8% and 8.0%, respectively.

Recent Legislative Developments

In July 2010, President Obama signed into law the financial regulatory reform act entitled the “Dodd-Frank Wall Street Reform and Consumer Protection Act” (the Act). The Act implements far-reaching changes to the regulation of the financial services industry, including provisions that, among other things will:

· Centralize responsibility for consumer financial protection by creating a new agency.

· Apply the same leverage and risk-based capital requirements that currently apply to insured depository institutions to bank holding companies.

· Require the FDIC to adjust capital timing requirements so that the amount of capital required to be maintained increases in times of economic expansion and decreases in times of economic contraction.

· Change the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital.

· Implement corporate governance revisions, including with regard to executive compensation and proxy access by shareholders, that apply to all public companies, not just financial institutions.

37

· Make permanent the $250 thousand limit for federal deposit insurance and increase the cash limit of Securities Investor Protection Corporation protection from $100 thousand to $250 thousand, and provide unlimited federal deposit insurance until January 1, 2013, for non-interest bearing demand transaction accounts at all insured depository institutions.

· Repeal the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.

· Increase the authority of the Federal Reserve.

Many aspects of the Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on the Company, its customers or the financial industry more generally.  Provisions in the legislation that affect deposit insurance assessments and payment of interest on demand deposits could increase the costs associated with deposits as well as place limitations on certain revenues those deposits may generate.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

This item is not applicable to Smaller Reporting Company.

Item 4T.  Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Co-Chief Executive Officers and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2011. Based on that evaluation, the Company’s management, including the Co-Chief Executive Officers and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

The Company has adopted interim disclosure controls and procedures designed to facilitate the Company’s financial reporting. The interim disclosure controls currently consist of communications among the Co-Chief Executive Officers, the Chief Financial Officer and each department head to identify any transactions, events, trends, risks or contingencies which may be material to the Company’s operations. In addition, the Co-Chief Executive Officers, Chief Financial Officer and the Audit Committee meet on a quarterly basis and discuss the Company’s material accounting policies.  The Company’s Co-Chief Executive Officers and Chief Financial Officer have evaluated the effectiveness of these interim disclosure controls as of June 30, 2011, and found them to be adequate.

The Company maintains internal control over financial reporting. There have not been any changes in such internal control over financial reporting that have materially been affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

Item 1.  Legal Proceedings

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business.  At June 30, 2011, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.

Item 1A.  Risk Factors

A smaller reporting company is not required to provide the information required of this item.

38

Item 2.  Unregistered Sales of Securities and Use of Proceeds

None

Item 3.  Defaults Upon Senior Securities

None

Item 4.  [Reserved]

Item 5.  Other Information

None

Item 6.  Exhibits

Exhibit Number	Document	Reference to Previous Filing, If Applicable
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**	XBRL Instance
101.SCH**	XBRL Taxonomy Extension Schema
101.CAL**	XBRL Taxonomy Extension Calculation
101.DEF**	XBRL Taxonomy Extension Definition
101.LAB**	XBRL Taxonomy Extension Labels
101.PRE**	XBRL Taxonomy Extension Presentation

**   XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

39

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, as of August 12, 2011.

	ES Bancshares, Inc.
Date:  August 12, 2011	By:  /s/ Philip Guarnieri
	Philip Guarnieri
	President and Co-Chief Executive Officer

Date:  August 12, 2011	By:  /s/ Thomas Sperzel
	Thomas Sperzel
	Senior Vice President and Chief Financial Officer

40