First Niles Financial (FNFI) 10QSB/A 2006 Q1 Quarterly report (small business) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

to

FORM 10-QSB

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

For the quarterly period ended March 31, 2006

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            .

Commission File Number: 0-24849

FIRST NILES FINANCIAL, INC.

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

Delaware	34-1870418
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
55 North Main Street, Niles, Ohio	44446
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number, including area code: (330) 652-2539

Shares of common stock, par value $.01 per share, outstanding as of May 5, 2006: 1,384,553

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

Transitional Small business Disclosure Format (check one):    Yes  ¨    No  x

The registrant is filing this amendment solely for the purpose of disclosing that the registrant is not a shell company as defined in Rule 12b-2 of the Exchange Act by checking the appropriate box on the cover page of this form.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FIRST NILES FINANCIAL, INC.
	Registrant
Date: June 19, 2006	By:	/s/ William L. Stephens
		William L. Stephens
		President and Chief Executive Officer
		(Duly Authorized Representative)
Date: June 19, 2006	By:	/s/ Thomas G. Maley
		Thomas G. Maley
		Controller
		(Principal Accounting Officer)

INDEX TO EXHIBITS

No.	Document
3	The Certificate of Incorporation and Bylaws, filed on July 10, 1998 as Exhibits 3.1 and 3.2, respectively, to Registrant’s Registration Statement on Form SB-2 (File No.333-58883), are incorporated by reference.
4	Registrant’s Specimen Stock Certificate, filed on July 10, 1998 as Exhibit 4 to Registrant’s Registration Statement on Form SB-2 (File No.333-58883), are incorporated by reference.
10.1	Employment Agreement between Registrant’s operating bank subsidiary and William L. Stephens and Lawrence Safarek filed as Exhibits 10.1 and 10.3 to Registrant’s Report on Form 10-KSB for the fiscal year ended December 31, 1998 (File No.0-24849), is incorporated herein by reference.
10.2	Registrant’s 1999 Stock Option and Incentive Plan, filed on November 12, 1999 as Appendix A to Registrant’s Proxy Statement on Schedule 14A (FILE No. 0-24849), is incorporated herein by reference.
10.3	Registrant’s 1999 Recognition and Retention Plan filed on November 12, 1999 as Appendix B to Registrant’s Proxy Statement on Schedule 14A (FILE No. 0-24849), is incorporated herein by reference.
11	Statement re computation of earnings per share (see Note C of the Notes to Financial Statements included in this Form 10-QSB).
31.1	Rule 13a-14(a) Certification for the Registrant’s Chief Executive Officer.
31.2	Rule 13a-14(a) Certification for the Registrant’s Chief Financial Officer.
32	Section 1350 Certifications