Timothy Plan Small Cap Value Fund (TPLNX) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number     811-08228                                                                                      

The Timothy Plan                                                                                                                  

(Exact name of registrant as specified in charter)

1055 Maitland Center Commons, Maitland, FL 32751                   ��                                               

            (Address of principal executive offices)            (Zip code)

Art Ally, The Timothy Plan                                                                                          

1055 Maitland Center Commons, Maitland, FL 32751

                                         (Name and address of agent for service)

Registrant’s telephone number, including area code:         800-846-7526                                         

Date of fiscal year end:   9/30

Date of reporting period: 9/30/13

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1.  Reports to Stockholders.

The Registrant’s audited annual financial reports transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 are as follows:

ANNUAL REPORT

September 30, 2013

TIMOTHY PLAN FAMILY OF FUNDS

Letter from the President

September 30, 2013

Arthur D. Ally

Dear Shareholder,

As you review the details on the following pages, you should be pleased to see that all of our funds turned in, in our opinion, anywhere from respectable to good performance for the twelve months of our past fiscal year (10-1-12 thru 9-30-13). Of course, as you probably know, past performance does not guarantee future results.

However as I reported last year, although we cannot guarantee any actual outcome, I remain confident that all of our sub-advisors remain, in our opinion, among the best in the industry and they each continue to honor our overall policy that they manage their respective funds both in accordance with our screening restrictions and with a conservative bias.

Please find each of our sub-advisors’ annual review letters along with their economic outlook in the pages that follow.

Finally, I would once again like to thank you for your moral convictions that led you to becoming part of the Timothy Plan Family.

Yours in Christ,

ARTHUR D. ALLY,

President

Timothy Plan Fund Performance

[2]

Letter from the Manager

September 30, 2013

Aggressive Growth Fund

We are pleased to report that the Aggressive Growth fund advanced 29% over the last 12 months ending September 30, 2013. This is a 1.5 percentage-point outperformance against our benchmark, the Russell Midcap Growth index, which rose 27.5% over the same period.

In a similar script to the analogous period last year, we are somewhat surprised at the strength of the overall market exhibited in the trailing twelve-month period. It has been driven by a combination of the removal – or tempering – of some key concerns, like the Fiscal Cliff, Europe’s sovereign debt crisis, budget battles, “tapering”, Syria, etc., as well as the emergence of some positives. Those positives include a solid rebound in housing, meaningful improvement in labor conditions (though far from targeted levels), the appointment of a new Fed chairperson, and of course, the continuation of Q.E. As Q.E. is gradually removed, however, the market might be challenged to maintain current levels, judging from what we saw last spring/summer just from the talk of tapering.

For the portfolio, there has been no change to our time-tested, bottom-up fundamental approach to managing small and mid-cap growth investments, although we have increased our turnover around market rallies and pullbacks. Our commitment to identifying quality investments at a time of unprecedented challenges is unaltered and should be rewarded as leading companies gain market share, protect margins, and manage ample capital for shareholder benefit over time.

CHARTWELL INVESTMENT PARTNERS, L.P.

Performance data quoted above is historical. Past performance does not guarantee future results and current performance may be lower or higher than the performance data quoted. Class A shares performance quoted excludes sales charge.

Timothy Plan Fund Performance

[3]

Fund Performance | Aggressive Growth

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			5 Year Average Annual Return			10 Year Average Annual Return
Timothy Aggressive Growth Fund - Class A (With Sales Charge)		19.84	%		10.30	%		6.61	%
Russell Mid-Cap Growth Index		27.53	%		13.92	%		10.16	%
Timothy Aggressive Growth Fund - Class C *		25.82	%		10.76	%		5.60	%	(a)
Russell Mid-Cap Growth Index		27.53	%		13.92	%		8.88	%	(a)
Timothy Aggressive Growth Fund - Class I		N/A			N/A			1.58	%	(b)
Russell Mid-Cap Growth Index		N/A			N/A			1.06	%	(b)

(a) For the period February 3, 2004 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan Aggressive Growth Fund vs. Russell Mid-Cap Growth Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the Russell Mid-Cap Growth Index on September 30, 2003 and held through September 30, 2013. The Russell Mid-Cap Growth Index is a widely recognized, unmanaged index of common stock prices. Performance figures include the change in value of the stocks in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[4]

Letter from the Manager

September 30, 2013

International Fund

The Fund navigated well through a period that included significant changes from monetary policy in Japan, the improving fortunes of European economies, the worries over Chinese growth, and the looming Fed decision of whether to reduce its bond buying program, or tapering as it is more commonly referred.

Japan’s Prime Minister Shinzo Abe announced a major sea change for Japanese monetary policy during the 4^th quarter of 2012 and into the first few months of 2013, which translated to a sharp rally in Japanese equities. With the goal of doubling the monetary base and aiming to reach a level of inflation of 2%, the markets cheered the new targets. As time passed, the third leg of PM Abe’s strategy, that of structural reforms, proved to be a longer term more difficult task leading Japanese stocks to give back some of their earlier gains. With better than expected economic data from China and data suggesting the Eurozone had finally clawed its way back from a six quarter long recession, European and emerging markets appeared to take over leadership from Japanese stocks in the third quarter of 2013 leading to broader gains in equity prices in those regions.

Sector allocation proved more difficult for the Fund during this period while stock selection was more neutral to performance. Underweight positions in the Fund to the Financials and Consumer Discretionary sectors hurt performance as those two sectors performed well on the back of better than expected economic news in Europe and China. An underweight to the Utilities sector added to performance as utilities in Europe struggled to keep up with benchmark returns on the back of weak electricity prices and bloated balance sheets. On the stock selection front, the portfolio had great attribution from individual stocks in the Consumer Discretionary and Industrials sectors. In particular in Discretionary was the portfolio’s exposure to auto parts companies Valeo SA in Europe and Magna Int’l in Canada which rallied on the back of rising margins and improving auto demand. In Industrials, good stock performance was led by Canadian Pacific, a rail company that is focusing on improving capital returns and from Copa Airlines, a Latin American airline benefitting from capacity expansions and growth in number of passengers.

The Fund added exposure to Japan and companies benefitting from the European recovery through this period and maintains a good allocation to both regions. Valuations are attractive in several parts of the world including Europe and the emerging markets and the Fund continues to have exposures to these areas. Global economic growth should perform better in 2014 than 2013 as Japan and Europe add to the recovery while growth in the emerging economies is likely to remain volatile but at high levels throughout the coming year.

EAGLE GLOBAL ADVISORS, LLC

Timothy Plan Fund Performance

[5]

Fund Performance | International

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			5 Year Average Annual Return			Average Annual Return Since Inception
Timothy International Fund - Class A (With Sales Charge)		12.63	%		2.08	%		-1.88	%	(a)
MSCI EAFE Index		20.35	%		3.20	%		-3.18	%	(a)
Timothy International Fund - Class C *		18.32	%		2.47	%		-1.77	%	(a)
MSCI EAFE Index		20.35	%		3.20	%		-3.18	%	(a)
Timothy International Fund - Class I		N/A			N/A			2.25	%	(b)
MSCI EAFE Index		N/A			N/A			4.39	%	(b)

(a) For the period May 3, 2007 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan International Fund vs. MSCI EAFE Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the MSCI EAFE Index on May 3, 2007 and held through September 30, 2013. The MSCI EAFE Index is a widely recognized unmanaged index of equity prices and is representative of equity market performance of developed countries, excluding the U.S. and Canada. Performance figures include the change in value of the stocks in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[6]

Letter from the Manager

September 30, 2013

Large/Mid Cap Growth Fund

We are pleased to report that the fund advanced 23.7% over the last 12 months ending September 30, 2013, outpacing the return of the benchmark, the Russell Growth Index, by 4.4 percentage points (R1G +19.3%) for the same period.

In a similar script to the analogous period last year, we are somewhat surprised at the strength of the overall market exhibited in the trailing twelve-month period. It has been driven by a combination of the removal – or tempering – of some key concerns, like the Fiscal Cliff, Europe’s sovereign debt crisis, budget battles, “tapering”, Syria, etc., as well as the emergence of some positives. Those positives include a solid rebound in housing, meaningful improvement in labor conditions (though far from targeted levels), the appointment of a new Fed chairperson, and of course, the continuation of Q.E. As Q.E. is gradually removed, however, the market might be challenged to maintain current levels, judging from what we saw last spring/summer just from the talk of tapering.

For the portfolio, there has been no change to our time-tested, bottom up fundamental approach to managing large and mid-cap growth investments, although we have increased our turnover around market rallies and pullbacks. Our commitment to identifying quality investments at a time of unprecedented challenges is unaltered and should be rewarded as leading companies gain market share, protect margins, and manage ample capital for shareholder benefit over time.

CHARTWELL INVESTMENT PARTNERS, L.P.

Performance data quoted above is historical. Past performance does not guarantee future results and current performance may be lower or higher than the performance data quoted. Class A shares performance quoted excludes sales charge.

Timothy Plan Fund Performance

[7]

Fund Performance | Large/Mid Cap Growth

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			5 Year Average Annual Return			10 Year Average Annual Return
Timothy Large/Mid Cap Growth Fund - Class A (With Sales Charge)		15.00	%		9.54	%		6.18	%
Russell 1000 Growth Index		19.27	%		12.07	%		7.82	%
Timothy Large/Mid Cap Growth Fund - Class C *		20.74	%		9.96	%		4.37	%	(a)
Russell 1000 Growth Index		19.27	%		12.07	%		6.74	%	(a)
Timothy Large/Mid Cap Growth Fund - Class I		N/A			N/A			0.72	%	(b)
Russell 1000 Growth Index		N/A			N/A			1.22	%	(b)

(a) For the period February 3, 2004 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan Large/Mid Cap Growth Fund vs. Russell 1000 Growth Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the Russell 1000 Growth Index on September 30, 2003 and held through September 30, 2013. The Russell 1000 Growth Index is a widely recognized, unmanaged index of common stock prices. Performance figures include the change in value of the stocks in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[8]

Letter from the Manager

September 30, 2013

Small Cap Value Fund

We are pleased to provide you with our report for the Timothy Plan Small-Cap Value Fund for the twelve months ending September 30, 2013 and would like to thank you for entrusting your assets with us.

Over the past twelve months equity markets, while withstanding a brief correction in late 2012, generally moved higher beginning in November 2012. Equity markets then moved forward and generally produced strong gain throughout the rest of fiscal 2013, propelled higher by rising investor confidence. Confidence was fueled by improving US economic data, relative stability in the US fiscal situation, better than expected 4Q corporate earnings, and assurances of continued stimulus to be provided by central banks around the globe.

For the twelve months ending September 30, 2013, the Timothy Plan Small-Cap Value Fund again produced a strong return of 39.9%, while the Russell 2000 Index produced a return of 30.1%. Smaller market capitalization company stocks, which tend to have revenues that are more sensitive to the business cycle, outperformed the broad US market. Security selection was the primary driver of relative outperformance and centered in the Energy, Materials & Processing, Producer Durables and Technology sectors. Optimism aided the performance of economically- sensitive companies. Specifically, KapStone Paper and Packaging Corp., US Silica Holdings Inc. and Roadrunner Transportation Systems Inc. surged along with an improvement in investor sentiment and confidence in the U.S. economy. Energy holdings Bonanza Creek Energy Inc. and Matrix Service Co. surged along with rising crude oil prices.

Security selection in Health Care coupled with an overweight in REITs and an underweight in Consumer Discretionary detracted from relative performance. The Health Care index sector outperformed the market and our holdings failed to keep pace. Specifically, Natus Medical Inc. fell on concerns of spending cuts for hospitals while Orthofix International suffered on the news they canceled their earnings call and announced that they found some accounting irregularities. Other detractors included Children’s Place Retail Stores Inc. due to concerns about the impact of Hurricane Sandy, as 31% of the company’s business will be impacted by the storm and Matador Resources Co., which reported disappointing well results in the Eagle Ford field.

Investors have sought out economically-sensitive and global firms during much of the fiscal year, while the safe-haven, high-yielding securities led the market during times of uncertainty, such as in the 2nd quarter. We have historically outperformed for many years following an economic recovery, and even though the recovery has taken longer due to the depth of the financial crisis, we are pleased that our small-cap strategy has performed well. As we take on the next fiscal year, we will, as long-term investors, remain disciplined, keep emotions in check and be opportunistic.

We thank you for your continued confidence in the Westwood process and investment teams and we look forward to serving your investment needs through the years ahead.

WESTWOOD MANAGEMENT CORPORATION

Performance data quoted above is historical. Past performance does not guarantee future results and current performance may be lower or higher than the performance data quoted. Class A shares performance quoted excludes sales charge.

Timothy Plan Fund Performance

[9]

Fund Performance | Small Cap Value

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			5 Year Average Annual Return			10 Year Average Annual Return
Timothy Small Cap Value Fund - Class A (With Sales Charge)		30.36	%		9.59	%		8.62	%
Russell 2000 Index		30.06	%		11.15	%		9.64	%
Timothy Small Cap Value Fund - Class C *		36.98	%		10.00	%		6.90	%	(a)
Russell 2000 Index		30.06	%		11.15	%		7.99	%	(a)
Timothy Small Cap Value Fund - Class I		N/A			N/A			3.10	%	(b)
Russell 2000 Index		N/A			N/A			1.58	%	(b)

(a) For the period February 3, 2004 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan Small Cap Value Fund vs. Russell 2000 Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the Russell 2000 Index on September 30, 2003 and held through September 30, 2013. The Russell 2000 Index is a widely recognized, unmanaged index of common stock prices. Performance figures include the change in value of the stocks in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[10]

Letter from the Manager

September 30, 2013

Large/Mid Cap Value Fund

We are pleased to provide you with our report for the Timothy Plan Large/Mid-Cap Value Fund for the twelve months ending September 30, 2013 and would like to thank you for entrusting your assets with us.

Over the past twelve months equity markets, while withstanding a brief correction in late 2012, generally moved higher beginning in November 2012. Equity markets then moved forward and generally produced strong gain throughout the rest of fiscal 2013, propelled higher by rising investor confidence. Confidence was fueled by improving US economic data, relative stability in the US fiscal situation, better than expected 4Q corporate earnings, and assurances of continued stimulus to be provided by central banks around the globe.

For the twelve months ending September 30, 2013, the Timothy Plan Large/Mid-Cap Value Fund produced a return of 24.5%, while the S&P 500 Index produced a return of 19.3%. Security selection in Technology, Energy and Consumer Discretionary aided relative performance. The Technology sector has been a strong performer, which produced significant relative outperformance for the fund. Many of the fund’s top performers were in sectors levered to economic growth. Optimism aided the performance of pro-cyclical, global companies, such as Western Digital Corp., Flowserve Corp., TE Connectivity Ltd., Eaton Vance Corp. and Union Pacific Corp.

Security selection in Health Care, Financial Services and Consumer Staples was the largest detractor to relative performance in the prior twelve months. Index sectors Health Care and Financial Services sectors outperformed the market and our holdings failed to keep pace. Health Care holding DaVita HealthCare Partners Inc. and St. Jude Medical Inc. suffered as investors grew concerned about a potential cut in Medicare reimbursement rates and concern surrounding litigation with a supplier, respectively. REIT holding, Ventas Inc. suffered as investors reduced exposure to higher yielding securities in the face of a rising interest rate environment.

The Timothy Plan Large/Mid-Cap Value Fund has performed well in this strong US equity market, producing a gross total return of more than 20% in fiscal 2013. This compares favorably to the return of the S&P 500. Importantly, we have outperformed on almost all days in which the index has declined by 1% or more, which is evidence of our strong focus on risk management. Near-term concerns for the US equity market would include the potential government shutdown, as US legislators negotiate over the fiscal budget and debt ceiling. In addition, we need to continue to see improvement in the economy, specifically the job market, and wait for additional clarity on how the Fed will ultimately handle QE (Quantitative Easing) tapering. QE tapering, regardless of the degree or timing, will likely lead to higher rates and could force capital out of bonds and into stocks, but revenue growth for US companies is likely to remain challenged. The fund is oriented toward companies with high earnings visibility and good levels of ROIC, which should demand a premium in this environment. As a result, we believe we are well-positioned for the near term. Also, as stock correlations have fallen and the prospect of additional P/E multiple expansion has declined, it becomes much more important to practice sound, fundamental security selection in order to beat the market.

We thank you for your continued confidence in the Westwood process and investment teams and we look forward to serving your investment needs through the years ahead.

WESTWOOD MANAGEMENT CORPORATION

Performance data quoted above is historical. Past performance does not guarantee future results and current performance may be lower or higher than the performance data quoted. Class A shares performance quoted excludes sales charge.

Timothy Plan Fund Performance

[11]

Fund Performance | Large/Mid Cap Value

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			5 Year Average Annual Return			10 Year Average Annual Return
Timothy Large/Mid Cap Value Fund - Class A (With Sales Charge)		16.25	%		7.77	%		8.77	%
S&P 500 Index		19.34	%		10.02	%		7.57	%
Timothy Large/Mid Cap Value Fund - Class C *		22.12	%		8.17	%		7.69	%	(a)
S&P 500 Index		19.34	%		10.02	%		6.33	%	(a)
Timothy Large/Mid Cap Value Fund - Class I		N/A			N/A			-0.33	%	(b)
S&P 500 Index		N/A			N/A			-1.10	%	(b)

(a) For the period February 3, 2004 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan Large/Mid Cap Value Fund vs. S&P 500 Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the S&P 500 Index on September 30, 2003 and held through September 30, 2013. The S&P 500 Index is a widely recognized, unmanaged index of common stock prices. Performance figures include the change in value of the stocks in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[12]

Letter from the Manager

September 30, 2013

Fixed Income Fund

The Federal Reserve (Fed.), and the speculation surrounding the continuation of their Quantitative Easing (QE) program, was a primary force behind the fixed income market’s performance over the past 12 months. The third phase of the Fed’s monetary stimulus program, which began in September 2012, sent rates lower over the remainder of the year and into the spring of 2013. However, worries surrounding the possibility of ending the program emerged on May 22nd, after Fed Chairman Ben Bernanke made reference to a possible ‘tapering’ of purchases that would begin in September. His reference shocked the bond market and launched a sharp increase in interest rates. Though the ‘tapering’ of the QE program did not occur, and the Fed continues its current $85B per month Treasury and MBS purchase program, the interest rate market remained extremely volatile throughout the summer and into early September 2013. This volatility saw the 10-year U.S. Treasury yield reach a 2013 YTD low of 1.63% on May 1st, only to rise to 3.00% by September 5th.

Despite having convinced most of the market in May that bond purchases would eventually be reduced in the fall, the Fed’s September 17th meeting produced a surprise announcement that they would not begin to ‘taper’ the QE program. This announcement spurred a relief rally in the bond market, as rates declined from their September peak and the Barclays Aggregate Index generated its first positive quarterly return since the fourth quarter of 2012. The Federal Reserve’s decision to back away from tapering was motivated by a U.S. economy that has continuously struggled to maintain a self-sustaining growth trajectory. The 12 months leading up to September saw quarterly GDP and inflation figures continue to trail the Fed’s targeted goals, with only short-lived catalysts driving upward change. Although the housing market experienced resurgence in many regions of the country, the rising mortgage rates that followed May’s QE-taper speculation revealed the fragility of the sector’s bounce back. The combination of these factors, as well as the likelihood of a turbulent fiscal debate and government shutdown in Washington, convinced the Fed to continue its QE program.

Interest rate volatility and an unstable economic environment motivated the Timothy Fixed Income Fund to maintain a conservative stance. The fund’s A shares fell by -2.91% during the one-year period ending September 30, 2013, versus the -1.68% mark posted by the Barclays Aggregate Index. An overweight to corporate issuers supported relative performance as Treasury returns struggled amidst the period’s rate volatility. On a relative basis, the fund’s Industrial holdings outperformed those of the index, benefitting returns. Although security selection within Financials supported returns, an underweight to the sector detracted from the Fund’s performance as Financials were the best performing sector for the period. An overweight to GNMA issues, which lagged the remaining portion of the mortgage sector, also hurt the Fund’s performance.

The strategy continues to maintain a cautious risk posture given the uncertainty of the current market environment. An overweight to corporate credit remains a bias in the portfolio in an effort to provide an attractive yield through the selection of fundamentally strong issuers. The Fund’s Treasury Inflation Protected Securities (TIPS) position was liquidated during the period to avoid further exposure to the volatile rates market. The Fund’s GNMA issues continue to provide the opportunity to earn a spread over Treasuries, while maintaining the full faith and credit guarantee of the U.S. Treasury.

BARROW, HANLEY, MEWHINNEY & STRAUSS

Performance data quoted above is historical. Past performance does not guarantee future results and current performance may be lower or higher than the performance data quoted. Class A shares performance quoted excludes sales charge.

Timothy Plan Fund Performance

[13]

Fund Performance | Fixed Income

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			5 Year Average Annual Return			10 Year Average Annual Return
Timothy Fixed Income Fund - Class A (With Sales Charge)		-7.18	%		3.33	%		2.91	%
Barclays Capital U.S. Aggregate Bond Index		-1.68	%		5.41	%		4.59	%
Timothy Fixed Income Fund - Class C *		-3.57	%		3.50	%		2.63	%	(a)
Barclays Capital U.S. Aggregate Bond Index		-1.68	%		5.41	%		4.64	%	(a)
Timothy Fixed Income Fund - Class I		N/A			N/A			0.90	%	(b)
Barclays Capital U.S. Aggregate Bond Index		N/A			N/A			0.98	%	(b)

(a) For the period February 3, 2004 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan Fixed Income Fund vs. Barclays Capital U.S. Aggregate Bond Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the Barclays Capital U.S. Aggregate Bond Index on September 30, 2003 and held through September 30, 2013. The Barclays Capital U.S. Aggregate Bond Index is a widely recognized, unmanaged index of bond prices. Performance figures include the change in value of the bonds in the index and the reinvestment of interest. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[14]

Letter from the Manager

September 30, 2013

High Yield Bond Fund

The Federal Reserve and its Quantitative Easing (QE) program were the primary instigators of volatility in all markets over the past year, including high yield fixed income. Just as rates were driven downward, and returns upward, by the launch of the program, speculation surrounding its end weighed negatively on markets over the past six months. Worries regarding QE began in earnest in May, after Fed Chairman Ben Bernanke’s May 22 reference to a possible ‘tapering’ of purchases shocked the bond market and launched a sharp increase in interest rates. Though the ‘tapering’ of QE has yet to come to fruition, and the Fed continues its current $85B per month Treasury and MBS purchase program, the interest rate market was extremely volatile throughout the summer and into September.

The Fed’s QE program, and the resulting suppression of potential fixed income returns, continues to propel the “search for yield” that has supported demand in the high yield market. The 12 month period saw strong investor inflows force the spread of the Barclays Ba/B Index over comparable Treasuries lower by 0.75%. The willingness of investors to finance the riskier portion of the bond market in search of higher returns has been a constant theme throughout the Fed’s post-crisis monetary stimulus.

The one year period ending September 30, 2013 saw the Timothy High Yield Fund A shares post a return of 4.30% compared to the 6.75% mark turned in by the Barclays Ba/B High Yield Index. Financials, particularly Bank issuers, led the way for the index, and the Fund’s underweight to the sector was the primary driver of underperformance. Security selection in Basic Industry, Capital Goods, and Consumer Products, within Industrials, benefitted performance as these issues outpaced the performance of the respective sub-sectors in the index. The Fund’s performance was particularly strong during the third quarter of 2013, as the high-quality high yield issuers favored by the strategy rebounded relative to their low-quality peers. The potential removal of the Fed’s QE support from the market provided an overall headwind to high yield returns in the latter half of the 12 month period.

Outside of the Federal Reserve’s effect on the market, corporate fundamentals remain strong and default rates below their historical average, but a keen focus on individual securities is always required in the high yield market. The portfolio will maintain a conservative risk position, striving to avoid potential rating downgrades, as market data indicates some firms have begun to re-lever in a race to finance themselves while low rates are still available. The Fund will continue to focus on credits that maintain healthy fundamentals and strong operations, giving them a greater probability of eventual ratings upgrades.

BARROW, HANLEY, MEWHINNEY & STRAUSS

Performance data quoted above is historical. Past performance does not guarantee future results and current performance may be lower or higher than the performance data quoted. Class A shares performance quoted excludes sales charge.

Timothy Plan Fund Performance

[15]

Fund Performance | High Yield Bond

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			5 Year Average Annual Return			Average Annual Return Since Inception
Timothy High Yield Bond Fund - Class A (With Sales Charge)		-0.33	%		8.82	%		4.85	%	(a)
Barclays Ba/B High Yield Index		6.07	%		12.00	%		7.68	%	(a)
Timothy High Yield Bond Fund - Class C *		3.54	%		8.98	%		4.81	%	(a)
Barclays Ba/B High Yield Index		6.07	%		12.00	%		7.68	%	(a)
Timothy High Yield Bond Fund - Class I		N/A			N/A			0.15	%	(b)
Barclays Ba/B High Yield Index		N/A			N/A			0.29	%	(b)

(a) For the period May 7, 2007 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan High Yield Bond Fund vs. Barclays Ba/B High Yield Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the Barclays Capital U.S. Corporate High Yield Bond Index on May 7, 2007 and held through September 30, 2013. The Barclays Capital U.S. Corporate High Yield Bond Index is a widely recognized unmanaged index of non-investment grade, fixed rate, taxable corporate bonds. Performance figures include the change in value of the bonds in the index and the reinvestment of interest. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[16]

Letter from the Manager

September 30, 2013

Israel Common Values Fund

The Fund performed very well in absolute and relative terms during this period. Israel’s economic performance continued to support rising asset prices as unemployment declined, GDP grew at healthy levels of over 3% and inflation remained under control. One major achievement of the country was the startup of production of the large offshore natural gas field Tamar. This new production is a significant boost to the future energy independence and growth of the country but also adds an economic challenge of a stronger currency. The shekel was one of the best performing currencies in the world versus the dollar during this twelve month period. This forced the central bank to lower interest rates and provide additional monetary stimulus to try and cap the strength of the currency. A strong currency is a headwind to Israeli exports which account for one third of GDP growth.

The Timothy Plan Israel Common Values Fund performed very well during this period on an absolute basis and relative to the Israel TA-100 index. Good allocation and strong stock selection led to the outperformance. Although an overweight to the IT sector and underweight to the Telecom Services sector were negative, an underweight to Health Care and an overweight to Consumer Staples more than offset this negative effect leading to positive allocation effect overall. From a stock selection standpoint, great stock selection in the Materials sector added to performance as a strong rally in leading flavors and ingredients company Frutarom Industries aided performance while an underweight to underperforming potash producer Israel Chemicals benefitted the Fund as well. Good performance from supermarket chain Rami Levi also helped the Fund during this period.

The prospects for Israel remain robust as the newfound natural gas reserves provide a boost to economic performance while the significant innovative drive of the corporate sector continues to birth new companies and give new life to established global leaders. The Fund maintains a strategic overweight to the IT sector while the Health Care sector remains the largest underweight. The improving global economic backdrop should lead to rising global trade which would be a good tailwind for Israeli export growth in the coming year.

EAGLE GLOBAL ADVISORS, LLC

Timothy Plan Fund Performance

[17]

Fund Performance | Israel Common Values

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			Average Annual Return Since Inception
Timothy Israel Common Values Fund - Class A (With Sales Charge)		17.94	%		9.67	%	(a)
Israel TA 100 Index		20.19	%		10.49	%	(a)
Timothy Israel Common Values Fund - Class C *		23.89	%		11.99	%	(a)
Israel TA 100 Index		20.19	%		10.49	%	(a)
Timothy Israel Common Values Fund - Class I		N/A			3.77	%	(b)
Israel TA 100 Index		N/A			5.75	%	(b)

(a) For the period October 12, 2011 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan Israel Common Values Fund vs. Israel Tel Aviv 100 Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the Israel TA 100 Index on October 12, 2011 and held through September 30, 2013. The Israel Tel Aviv 100 Index is an unmanaged index of equity prices representing the 100 most highly capitalized companies listed on the Tel Aviv Stock Exchange . Performance figures include the change in value of the stocks in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[18]

Letter from the Manager

September 30, 2013

Defensive Strategies Fund

Dear Shareholder,

The Defensive Strategies Fund has been designed and managed to do what its name implies, i.e. hedge against a possible scenario of hyper-inflation which could result from our nation’s leadership’s proven unwillingness to address our core problems of too much spending, too much taxation and too many onerous government regulations. We have, therefore, built in the flexibility to either adjust to a possible risk of extreme deflation with the ability to convert our inflation sensitive assets to cash and fixed income securities that should perform well during a deflationary environment or to a more normal, traditional investment strategy. As I stated in last year’s report, although we will do our very best to be successful, we cannot guarantee results in any of these scenarios.

I would also like to point out that, since there does not exist an appropriate benchmark index with which to compare our performance, we have created a blended index comprised of roughly 1/3 each of U.S. Government TIPs, FTSE NAREIT Equity Index and Dow Jones UBS Commodity Index. We believe this better matches the makeup of our fund than the previously used Dow Jones US Moderate 40 Index which contains no commodities.

While no one can predict future events, as I stated in my President’s letter, I remain confident that our sub-advisors (i.e. money management firms that manage the various sleeves of this Fund) are, in our opinion, among the best in the industry and they each continue to honor our overall policy that they manage their respective Fund sleeve both in accordance with our screening restrictions and with a conservative bias.

Finally, I would once again like to thank you for your moral convictions that led you to become part of the Timothy Plan Family.

Yours in Christ,

ARTHUR D. ALLY

Fund Advisor

Timothy Plan Fund Performance

[19]

Fund Performance | Defensive Strategies

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			Average Annual Return Since Inception
Timothy Defensive Strategies Fund - Class A (With Sales Charge)		-13.17	%		4.16	%	(a)
Dow Jones Moderately Conservative U.S. Portfolio Index		14.26	%		12.53	%	(a)
Timothy Defensive Strategies Fund Blended Index (c)		-5.24	%		7.42	%	(a)
Timothy Defensive Strategies Fund - Class C *		-8.75	%		4.91	%	(a)
Dow Jones Moderately Conservative U.S. Portfolio Index		14.26	%		12.53	%	(a)
Timothy Defensive Strategies Fund Blended Index (c)		-5.24	%		7.42	%	(a)
Timothy Defensive Strategies Fund - Class I		N/A			0.00	%	(b)
Dow Jones Moderately Conservative U.S. Portfolio Index		N/A			0.18	%	(b)
Timothy Defensive Strategies Fund Blended Index (c)		N/A			-0.32	%	(b)

(a) For the period November 4, 2009 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

(c) The Timothy Defensive Strategies Fund Blended Index reflects an unmanaged portfolio of 33% of the Barclays U.S. TIPs Index, 33% of the FTSE NAREIT ALL REITs Index and 34% of the Dow Jones Commodity Total Return Index.

 * With Maximum Deferred Sales Charge

Timothy Plan Defensive Strategies Fund vs. Dow Jones Moderately Conservative U.S. Portfolio Index vs. The Timothy Defensive Strategies Fund Blended Index (c)

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares, Dow Jones Moderately Conservative U.S. Portfolio Index and the Timothy Defensive Strategies Fund Blended Index (c) on November 4, 2009 and held through September 30, 2013. The Dow Jones Moderately Conservative U.S. Portfolio Index is a widely recognized unmanaged index of stocks, bonds and cash. Performance figures include the change in value of the asset classes in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[20]

Letter from the Manager

September 30, 2013

Strategic Growth Fund

Dear Strategic Growth Fund Shareholder:

The Timothy Plan Strategic Growth Fund is simply an asset allocation fund that invests in a number of Timothy Plan underlying funds. Although the allocation percentages will vary somewhat from time to time as a result of changing economic conditions, the allocation at September 30, 2013 was as follows:

•   Large/Mid-Cap Growth Fund	(14.91%)	•   Small-Cap Value Fund	(6.35%)
•   Large/Mid-Cap Value Fund	(14.39%)	•   Aggressive Growth Fund	(5.77%)
•   International Fund	(15.18%)	•   High-Yield Bond Fund	(12.71%)
•   Defensive Strategies Fund	(14.42%)	•   Israel Common Values	(5.12%)
•   Emerging Markets Fund	(5.97%)	•   Cash	(5.30%)

This year as last year, I am pleased to report that performance was, in our opinion, quite respectable over the past twelve months and reasonably comparable to the fund’s market benchmark - the Dow Jones Global Moderate Index. We plan to continue to manage this fund conservatively as we attempt to adjust to (what could be) rapidly changing economic conditions.

We continue to realize that the volatility and uncertainty of the markets may have been unsettling for many investors; however as a group, although our sub-advisors expect this pattern to continue into 2014, they also expect a somewhat upward bias with respect to performance in our underlying funds.

As you know, no one can guarantee future performance. However, the one thing that I can assure you of is that every one of our sub-advisors is doing their very best and our team here at Timothy is working very hard to provide you an investment with which you can feel comfortable.

Sincerely,

ARTHUR D. ALLY,

President

Timothy Plan Fund Performance

[21]

Fund Performance | Strategic Growth

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			5 Year Average Annual Return			10 Year Average Annual Return
Timothy Strategic Growth Fund - Class A (With Sales Charge)		6.62	%		4.31	%		4.90	%
Dow Jones Global Moderately Aggressive Portfolio Index		16.54	%		9.53	%		8.70	%
Timothy Strategic Growth Fund - Class C *		11.94	%		4.64	%		3.04	%	(a)
Dow Jones Global Moderately Aggressive Portfolio Index		16.54	%		9.53	%		7.46	%	(a)

(a) For the period February 3, 2004 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan Strategic Growth Fund vs. Dow Jones Global Moderately Aggressive Portfolio Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the Dow Jones Global Moderately Aggressive Portfolio Index on September 30, 2003 and held through September 30, 2013. The Dow Jones Global Moderately Aggressive Portfolio Index is a widely recognized index that measures global stocks, bonds and cash which are in turn represented by multiple sub-indexes. Performance figures include the change in value of the investments in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[22]

Letter from the Manager

September 30, 2013

Conservative Growth Fund

Dear Conservative Growth Fund Shareholder:

The Timothy Plan Conservative Growth Fund is simply an asset allocation fund that invests in a number of Timothy Plan underlying funds. Although the allocation percentages will vary slightly from time to time as a result of changing economic conditions, the allocation at September 30, 2013 was as follows:

•   Large/Mid-Cap Growth Fund	(10.19%)	•   Small-Cap Value Fund	(5.33%)
•   Large/Mid-Cap Value Fund	(12.65%)	•   Aggressive Growth Fund	(2.26%)
•   International Fund	(4.98%)	•   High-Yield Bond Fund	(8.47%)
•   Defensive Strategies Fund	(14.92%)	•   Fixed Income Fund	(29.21%)
•   Israel Common Values Fund	(4.10%)	•   Cash	(5.20%)
•   Emerging Markets Fund	(2.99%)

This year as last year, I am pleased to report that performance was, in our opinion, quite respectable over the past twelve months and reasonably comparable to the fund’s market benchmark - the Dow Jones Global Moderate Index. We plan to continue to manage this fund conservatively as we attempt to adjust to (what could be) rapidly changing economic conditions.

We continue to realize that the volatility and uncertainty of the markets may have been unsettling for many investors; however as a group, although our sub-advisors expect this pattern to continue into 2014, they also expect a somewhat upward bias with respect to performance in our underlying funds.

As you know, no one can guarantee future performance. However, the one thing that I can assure you of is that every one of our sub-advisors is doing their very best and our team here at Timothy is working very hard to provide you an investment with which you can feel comfortable.

Sincerely,

ARTHUR D. ALLY,

President

Timothy Plan Fund Performance

[23]

Fund Performance | Conservative Growth

September 30, 2013 - (Unaudited)

Fund/Index	1 Year Total Return			5 Year Average Annual Return			10 Year Average Annual Return
Timothy Conservative Growth Fund - Class A (With Sales Charge)		0.58	%		4.15	%		4.35	%
Dow Jones Global Moderate Portfolio Index		11.46	%		8.56	%		7.66	%
Timothy Conservative Growth Fund - Class C *		5.61	%		4.56	%		3.38	%	(a)
Dow Jones Global Moderate Portfolio Index		11.46	%		8.56	%		6.69	%	(a)

(a) For the period February 3, 2004 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan Conservative Growth Fund vs. Dow Jones Global Moderate Portfolio Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the Dow Jones Global Moderate Portfolio Index on September 30, 2003 and held through September 30, 2013. The Dow Jones Global Moderate Portfolio Index is a widely recognized index that measures global stocks, bonds and cash which are in turn represented by multiple sub-indexes. Performance figures include the change in value of the investments in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[24]

Letter from the Manager

September 30, 2013

Emerging Markets Fund

We will discuss sector-, country- and stock-specific factors that affected the Fund’s performance and describe changes in the Fund’s composition during the fiscal year ended September 30^th, 2013. In addition, we will share insight into how the Fund is currently positioned for the future.

A number of investor concerns continued to drive volatility in emerging markets over the past year. After moving up cautiously in the fourth quarter of 2012, emerging-market equities - as represented by the MSCI Emerging Market Index - experienced unfavorable performance in the first half of 2013. News such as worse-than-expected economic growth in China and India contributed to negative market sentiment.

Market confidence returned after several positive developments from around the world, including the Federal Reserve’s announcement to continue its quantitative easing program and the expected euro zone recovery. The subsequent rebound of the MSCI Emerging Markets Index helped the index to deliver its overall positive performance for the period.

The Fund’s positions in materials, industrials and financials served as the biggest contributors to outperformance. In each of these sectors, we saw the benefit of a bottom-up stock selection as the Fund’s holdings in these areas generally outperformed those of the benchmark.

Notably strong individual performers included Singapore-domiciled electronics manufacturing services company Flextronics, South Korea’s Hyundai Motor and Austria-based commercial bank Erste Group Bank - each up more than 40% for the 12-month period. In our view, the Fund’s allocations to both Flextronics and Erste Group Bank highlight our distinctive investment approach that maintains the flexibility to invest in companies which are based outside of emerging markets, but conduct a significant portion of their business within such countries. We believe this approach could provide us with more opportunities to tap into potentially undervalued emerging-market investments.

From a country perspective, the Fund benefited most from its positions in South Korea, Singapore and Austria - where returns were mainly driven by the top performers mentioned above.

Offsetting some of the Fund’s strong performance were its Mexico-based holdings, among which homebuilders Urbi Desarrollos Urbanos and Desarrolladora Homex detracted most from performance. The Fund’s holdings in three electric utility providers - Russia-based RusHydro, Brazil-based Eletrobras and India-based Reliance Infrastructure - also hurt returns.

During the period, we sold select holdings as their prices appreciated toward our estimates of their intrinsic value in order to pursue what we believed were more attractive opportunities. For example, we exited the Fund’s positions in UAE-based Air Arabia and DP World, and Brazilian-based Itau Unibanco Holding. Another decision made during the period included initiating a position in Indonesian telecommunication services provider XL Axiata.

Amid the ups and downs of emerging-market equities over the past year, we believe the asset class remains attractive for patient, long-term investors. As of September 30, 2013, on a price-to-book (P/B) basis, the MSCI Emerging Markets Index was trading at a 20% discount to its 10-year average and a 25% discount to developed-market equities as represented by the MSCI World Index. The Timothy Plan Emerging Markets Fund offered even lower valuation metrics - trading at a 40% discount to the MSCI Emerging Market Index on a P/B basis.

With the general appeal of emerging-market equities growing, in our view it is important to discriminate between individual opportunities in the asset class. We believe our focus on company-specific fundamentals could help us largely avoid areas that are potentially overvalued and identify individual companies that might be undervalued.

We are excited about the prospect for the Timothy Plan Emerging Markets Fund and thank you for the trust you have placed in us.

BRANDES INVESTMENT PARTNERS, L.P.

Timothy Plan Fund Performance

[25]

Fund Performance | Emerging Markets

September 30, 2013 - (Unaudited)

Fund/Index	Average Annual Return Since Inception
Timothy Emerging Markets Fund - Class A (With Sales Charge)		-0.47	%	(a)
MSCI Emerging Markets Index		-2.01	%	(a)
Timothy Emerging Markets Fund - Class C *		4.80	%	(a)
MSCI Emerging Markets Index		-2.01	%	(a)
Timothy Emerging Markets Fund - Class I		5.72	%	(b)
MSCI Emerging Markets Index		3.49	%	(b)

(a) For the period December 3, 2012 (commencement of investment in accordance with objective) to September 30, 2013.

(b) For the period August 1, 2013 (commencement of investment in accordance with objective) to September 30, 2013.

 * With Maximum Deferred Sales Charge

Timothy Plan Emerging Markets Fund vs. MSCI Emerging Markets Index

The chart shows the value of a hypothetical initial investment of $10,000 in the Fund’s Class A shares and the MSCI Emerging Markets Index on December 3, 2013 and held through September 30, 2013. The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets. The MSCI Emerging Markets Index consists of the following 21 emerging market country indices: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand, and Turkey Performance figures include the change in value of the stocks in the index and the reinvestment of dividends. The index return does not reflect expenses, which have been deducted from the Fund’s return. The returns shown do not reflect deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. THE FUND’S RETURN REPRESENTS PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.

[26]

Fund Profile

As of September 30, 2013 - (Unaudited)

Aggressive Growth Fund

Top Ten Industries
(% of Net Assets)
Commercial Services	13.6%
Retail	9.7%
Financial/Investment Services	6.9%
Software	6.5%
Healthcare	6.1%
Oil & Natural Gas	5.7%
Banks	5.6%
Apparel	5.1%
Telecommunications	4.8%
Electronics	4.2%
Other Assets in Excess of Liabilities	31.8%
	100.0%

Large/Mid Cap Growth Fund

Top Ten Industries
(% of Net Assets)
Electronics	10.9%
Retail	9.9%
Semiconductors	8.8%
Oil & Natural Gas	6.2%
Healthcare	5.1%
Commercial Services	5.0%
Software	4.3%
Miscellaneous Manufacturing	4.0%
Banks	3.8%
Diversified Financial Services	3.4%
Other Assets in Excess of Liabilities	38.1%
	99.5%

Large/Mid Cap Value Fund

Top Ten Industries
(% of Net Assets)
Oil & Natural Gas	10.3%
Healthcare	8.6%
Banks	6.1%
Chemicals	6.1%
Retail	5.7%
REITs	5.2%
Insurance	5.1%
Food	4.6%
Electric Power	4.1%
Electronics	4.1%
Other Assets in Excess of Liabilities	40.1%
	100.0%

International Fund

Top Ten Industries
(% of Net Assets)
Banks	10.8%
Telecommunications	9.0%
Food	7.5%
Insurance	7.4%
Oil & Natural Gas	7.1%
Healthcare	5.6%
Automotive	5.5%
Household Products	4.1%
Minerals & Mining	3.8%
Machinery	3.5%
Other Assets in Excess of Liabilities	35.7%
	100.0%

Small Cap Value Fund

Top Ten Industries
(% of Net Assets)
Banks	14.6%
REITs	9.2%
Oil & Natural Gas	6.4%
Building Materials	6.0%
Electric & Equipment	5.9%
Insurance	4.5%
Electric Power	4.4%
Machinery	4.3%
Software	4.1%
Computers	3.1%
Other Assets in Excess of Liabilities	37.5%
	100.0%

Fixed Income Fund

Top Ten Industries
(% of Net Assets)
Corporate Bonds	37.1%
Government Mortgage - Backed Securities	31.4%
Government Notes & Bonds	27.8%
Other Assets in Excess of Liabilities	3.7%
	100.0%

[27]

Fund Profile

As of September 30, 2013 - (Unaudited)

(Continued)

High Yield Bond Fund

Top Ten Industries
(% of Net Assets)
Corporate Bonds	95.1%
Other Assets in Excess of Liabilities	4.9%
	100.0%

Defensive Strategies Fund

Top Ten Industries
(% of Net Assets)
REITs	31.1%
TIPS	28.1%
Exchange Traded Funds	8.9%
Oil & Gas	8.7%
Chemicals	7.3%
Mining	4.1%
Oil & Gas Services	1.9%
Government Mortgage- Backed Securities	1.9%
Pipelines	0.9%
Agriculture	0.7%
Other Assets in Excess of Liabilities	6.4%
	100.0%

Conservative Growth Fund

Top Ten Industries
(% of Net Assets)
Mutual Funds	95.1%
Other Assets in Excess of Liabilities	4.9%
	100.0%

Israel Common Values Fund

Top Ten Industries
(% of Net Assets)
Real Estate	16.2%
Oil & Natural Gas	12.4%
Banks	11.8%
Telecommunications	8.1%
Food	7.7%
Software	6.4%
Chemicals	4.2%
Semiconductors	4.1%
Electronics	4.0%
Healthcare Products	3.5%
Other Assets in Excess of Liabilities	21.6%
	100.0%

Strategic Growth Fund

Top Ten Industries
(% of Net Assets)
Mutual Funds	94.8%
Other Assets in Excess of Liabilities	5.2%
	100.0%

Emerging Markets Fund

Top Ten Industries
(% of Net Assets)
Banks	18.0%
Oil & Natural Gas	8.5%
Diversified Financial Services	6.8%
Electric	6.8%
Telecommunications	6.7%
Food	6.2%
Iron/Steel	6.2%
Chemicals	5.5%
Semiconductors	4.9%
Preferred Stock	3.8%
Other Assets in Excess of Liabilities	26.6%
	100.0%

[28]

Timothy Plan Family of Funds Aggressive Growth

Schedule of Investments As of September 30, 2013

Common Stocks – 95.0%		Shares		Fair Value
AEROSPACE/DEFENSE – 0.8%
B/E Aerospace, Inc.	*		2,215		$	163,511
APPAREL – 5.1%
Carter’s, Inc.			1,975			149,883
Hanesbrands, Inc.			4,915			306,254
Steven Madden, Ltd.	*		6,250			336,438
Oxford Industries, Inc.			1,800			122,364
VF Corp.			665			132,368
						1,047,307
BANKS – 5.6%
Cardinal Financial Corp.			5,605			92,651
Cathay General Bancorp.			4,850			113,345
First Horizon National Corp.			7,090			77,919
Huntington Bancshares, Inc.			26,320			217,403
PacWest Bancorp.			3,675			126,273
Synovus Financial Corp.			75,525			249,232
Zions Bancorp.			9,640			264,329
						1,141,152
BIOTECHNOLOGY – 2.7%
Aegerion Pharmaceuticals, Inc.	*		625			53,569
Alexion Pharmaceuticals, Inc.	*		1,025			119,064
Coronado Biosciences, Inc.	*		3,175			22,289
Incyte Corp, Ltd.	*		2,730			104,149
NPS Pharmaceuticals, Inc.	*		2,150			68,392
Vertex Pharmaceuticals, Inc.	*		2,475			187,655
						555,118
COMMERCIAL SERVICES – 13.6%
Cardtronics, Inc.	*		5,780			214,438
Euronet Worldwide, Inc.	*		4,840			192,632
EVERTEC, Inc.			5,775			128,263
FleetCor Technologies, Inc.	*		2,109			232,327
H&E Equipment Services, Inc.	*		4,900			130,144
H&R Block, Inc.			15,575			415,228
Information Services Group, Inc.	*		14,050			58,167
K12, Inc.	*		5,000			154,400
KAR Auction Services, Inc.			4,000			112,840
LifeLock, Inc.	*		4,550			67,477
MAXIMUS, Inc.			1,350			60,804
SEI Investments Co.			4,865			150,377
United Rentals, Inc.	*		3,645			212,467
Vantiv, Inc. – Cl. A	*		9,100			254,254
Verisk Analytics, Inc.	*		2,385			154,930
WNS Holdings, Ltd. – Cl. A	*		12,195			258,778
						2,797,526
COMPUTERS – 2.8%
Cognizant Technology Solutions Corp.	*		2,960			243,075
IHS, Inc.	*		1,525			174,125
Manhattan Associates, Inc.	*		690			65,861
Mentor Graphics Corp.			4,380			102,361
						585,422

Common Stocks (Continued)		Shares		Fair Value
DISTRIBUTION/WHOLESALE – 1.9%
MWI Veterinary Supply, Inc.	*		470		$	70,199
Wesco International, Inc.	*		4,310			329,844
						400,043
ELECTRICAL – 1.5%
Acuity Brands, Inc.			1,225			112,725
AMETEK, Inc.			2,680			123,334
Hubbell, Inc. – Cl. B			730			76,460
						312,519
ELECTRONICS – 4.2%
Amphenol Corp. – Cl. A			3,535			273,538
FEI Co.			1,280			112,384
Mettler-Toledo International, Inc.	*		530			127,247
Trimble Navigation, Ltd.	*		4,410			131,021
Waters Corp.	*		2,130			226,227
						870,417
ENVIRONMENTAL CONTROL – 1.4%
Mine Safety Appliances Co.			2,530			130,573
Waste Connections, Inc.			3,510			159,389
						289,962
FINANCIAL / INVESTMENT SERVICES – 6.9%
Affiliated Managers Group, Inc.	*		620			113,237
Discover Financial Services			3,025			152,883
Evercore Partners, Inc.			2,925			143,998
IntercontinentalExchange, Inc.	*		2,340			424,523
Invesco, Ltd.			17,695			564,471
Silvercrest Asset Management Group, Inc.	*		1,675			22,830
						1,421,942
HEALTHCARE – 6.1%
Cepheid, Inc.	*		1,375			53,680
Cyberonics, Inc.	*		945			47,949
Globus Medical, Inc.	*		6,500			113,490
ICON PLC	*		9,975			408,277
ICU Medical, Inc.	*		675			45,853
Luminex Corp.	*		4,900			98,000
Masimo Corp.			3,100			82,584
Sirona Dental Systems, Inc.	*		1,227			82,123
Tornier NV	*		5,295			102,352
Trinity Biotech PLC			3,275			71,264
Volcano Corp.	*		3,500			83,720
Wright Medical Group, Inc.	*		2,875			74,980
						1,264,272
HOUSEHOLD PRODUCTS – 0.1%
Helen of Troy, Ltd.	*		475			20,995
INSURANCE – 2.5%
Assured Guaranty, Ltd.			13,325			249,844
Radian Group, Inc.			19,308			268,960
						518,804
INTERNET – 0.7%
Equinix, Inc.	*		795			146,002

[29] (continued)

Timothy Plan Family of Funds Aggressive Growth (Continued)

Schedule of Investments As of September 30, 2013

Common Stocks (Continued)		Shares		Fair Value
LEISURE – 0.4%
Brunswick Corp.			2,235		$	89,199
MACHINERY-DIVERSIFIED – 1.4%
Flowserve Corp.			1,925			120,101
Nordson Corp.			2,150			158,304
						278,405
METAL FABRICATE/HARDWARE – 0.2%
Rexnord Corp.	*		1,600			33,280
MISCELLANEOUS MANUFACTURING – 2.3%
Actuant Corp. – Cl. A			2,675			103,897
Hexcel Corp.	*		4,975			193,030
Trimas Corp.	*		4,510			168,223
						465,150
OIL & NATURAL GAS – 5.7%
Approach Resources, Inc.	*		3,850			101,178
Cabot Oil & Gas Corp. – Cl. A			2,480			92,554
Concho Resources, Inc.	*		1,675			182,257
Denbury Resources, Inc.	*		13,575			249,916
Gulfport Energy Corp.	*		3,940			253,499
Kodiak Oil & Gas Corp.	*		15,175			183,010
Rex Energy Corp.	*		5,199			115,938
						1,178,352
PHARMACEUTICALS – 1.6%
Akorn, Inc.	*		5,502			108,279
BioMarin Pharmaceutical, Inc.	*		1,325			95,692
Infinity Pharmaceutical, Inc.	*		4,425			77,216
ViroPharma, Inc.	*		1,225			48,142
						329,329
REAL ESTATE – 1.0%
HFF, Inc. – Cl. A			9,250			231,712
RETAIL – 9.7%
Cheesecake Factory, Inc.			2,900			127,455
Del Frisco’s Restaurant Group, Inc.	*		10,395			209,667
Dick’s Sporting Goods, Inc.			2,450			130,781
Domino’s Pizza, Inc.			2,124			144,326
Express, Inc.	*		5,435			128,212
GNC Holdings, Inc. – Cl. A			2,850			155,696
Group 1 Automotive, Inc.			5,480			425,686
Krispy Kreme Doughnuts, Inc.	*		2,020			39,067
Mattress Firm Holding Corp.	*		850			27,030
MSC Industrial Direct Co., Inc			1,700			138,295
Pier 1 Imports, Inc.			4,450			86,864
Rush Enterprises, Inc.	*		9,250			245,217
Stage Stores, Inc.			5,975			114,720
Wet Seal, Inc.	*		4,325			16,997
						1,990,013
SEMICONDUCTORS – 1.7%
MaxLinear, Inc.	*		7,689			63,742
MKS Instruments, Inc.			4,020			106,892
ON Semiconductor Corp.	*		11,180			81,614
Semtech Corp.	*		3,265			97,917
						350,165

Common Stocks (Continued)		Shares			Fair Value
SOFTWARE – 6.5%
Aspen Technology, Inc.	*			2,090		$	72,210
Cerner Corp.	*			2,100			110,355
Fair Isaac Corp.				1,910			105,585
Informatica Corp.	*			3,500			136,395
Interactive Intelligence Group, Inc.	*			785			49,840
MedAssets, Inc.	*			5,990			152,266
Progress Software Corp.	*			1,575			40,761
PTC, Inc.	*			10,970			311,877
SS&C Technologies Holdings, Inc.	*			2,875			109,537
Synchronoss Technologies, Inc.	*			1,675			63,750
Tangoe, Inc.	*			7,850			187,301
							1,339,877
TELECOMMUNICATIONS – 4.8%
Aruba Networks, Inc	*			6,210			103,334
CalAmp Corp.	*			3,700			65,231
Finisar Corp.	*			7,760			175,609
SBA Communications Corp. – Cl. A	*			8,050			647,703
							991,877
TRANSPORTATION – 3.8%
Genesse & Wyoming, Inc. – Cl A	*			3,160			293,785
Old Dominion Freight Line, Inc.	*			10,640			489,334
							783,119
Total Common Stocks (Cost $15,878,274)						$	19,595,470
Master Limited Partnerships – 0.6%			Shares			Fair Value
Lazard, Ltd. – Cl. A (Cost $112,902)				3,235		$	116,525
REITs – 0.3%			Shares			Fair Value
Lexington Realty Trust (Cost $70,328)				5,800		$	65,134
Money Market Fund – 4.7%			Shares			Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $964,764)	(A)			964,764		$	964,764
Total Investments (Cost $17,026,268) – 100.6%	(B)					$	20,741,893
Liabilities in Excess of Other Assets – (0.6)%							(122,593	)
Net Assets – 100.00%						$	20,619,300

[30] (continued)

Timothy Plan Family of Funds Aggressive Growth (Continued)

Schedule of Investments As of September 30, 2013

* Non-income producing securities.

REIT – Real Estate Investment Trust.

(A) Variable rate security; the rate shown represents the yield at September 30, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $17,074,749 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	3,835,575
Unrealized depreciation		(168,431	)
Net unrealized appreciation	$	3,667,144

The accompanying notes are an integral part of these financial statements.

[31]

Timothy Plan Family of Funds International

Schedule of Investments As of September 30, 2013

Common Stocks – 96.1%	Shares		Fair Value
AIRLINES – 1.7%
Copa Holdings SA – Cl. A		5,100		$	707,217
AUTOMOTIVE – 5.5%
Magna International, Inc.		11,800			974,208
Valeo SA (ADR)		30,000			1,280,100
					2,254,308
BANKS – 10.8%
Bank of East Asia, Ltd. (ADR)		107,000			448,330
Bank Hapoalim BM (ADR)		18,000			455,580
DBS Group Holdings, Ltd. (ADR)		20,139			1,056,291
Sumitomo Mitsui Financial Group, Inc.		122,700			1,193,871
Sberbank of Russia (ADR)		62,000			745,860
Swedbank AB (ADR)		22,100			516,477
					4,416,409
BUILDING MATERIALS – 2.0%
Lafarge SA		47,000			814,510
CHEMICALS – 3.0%
Agrium, Inc.		6,300			529,389
Syngenta AG (ADR)		8,500			691,050
					1,220,439
DISTRIBUTION / WHOLESALE – 2.3%
ITOCHU Corp. (ADR)		38,000			937,080
ELECTRIC POWER – 0.9%
Power Assets Holdings, Ltd. (ADR)		38,900			345,821
ELECTRICAL – 2.1%
Hitachi, Ltd. (ADR)		13,000			862,550
FINANCIAL / INVESTMENT SERVICES – 3.4%
ORIX Corp. (ADR)		17,200			1,407,304
ENGINEERING & CONSTRUCTION – 2.3%
Vinci SA (ADR)		65,000			941,850
FOOD – 7.5%
Kerry Group PLC (ADR)		14,000			849,800
Marine Harvest ASA (ADR)		26,000			552,084
Seven & I Holdings Co., Ltd. (ADR)		10,500			767,235
WM Morrison Supermarkets PLC (ADR)		40,000			911,200
					3,080,319
HAND / MACHINE TOOLS – 1.8%
Techtronic Industries Co. (ADR)		55,100			721,369
HEALTHCARE – 5.6%
Fresenius Medical Care AG & Co. (ADR)		30,000			971,400
Smith & Nephew PLC (ADR)		21,000			1,310,820
					2,282,220
HOME BUILDERS – 2.4%
Sekisui House, Ltd. (ADR)		65,000			872,950
HOUSEHOLD PRODUCTS – 4.1%
Henkel AG & Co. (ADR)		19,000			1,679,207

Common Stocks (continued)		Shares		Fair Value
INSURANCE – 7.4%
Aegon NV (ADR)			120,000		$	888,000
Ageas (ADR)			25,000			1,013,750
Muenchener Keuckversicherungs AG (ADR)			37,200			728,004
Zurich Insurance Group AG (ADR)			15,900			408,471
						3,038,225
MACHINERY – 3.5%
Assa Abloy AB (ADR)			18,000			413,460
Atlas Copco AB (ADR)			24,000			632,640
CNH Global NV	*		31,772			397,155
						1,443,255
MINERALS & MINING – 3.8%
BHP Billiton PLC (ADR)			13,000			765,180
Vale SA (ADR)			55,700			791,497
						1,556,677
MISCELLANEOUS MANUFACTURING – 2.6%
FUJIFILM Holdings Corp. (ADR)			34,050			818,562
Vesuvius PLC (ADR)			35,000			253,243
						1,071,805
OFFICE / BUSINESS EQUIPMENT – 0.7%
Canon, Inc. (ADR)			9,000			288,000
OIL & NATURAL GAS – 7.1%
Afren PLC (ADR)	*		50,000			559,910
Lukoil OAO (ADR)			14,000			889,840
Statoil ASA (ADR)			40,868			926,886
Transocean, Ltd.			12,000			534,000
						2,910,636
OIL & GAS SERVICE – 2.0%
Subsea 7 SA (ADR)			39,288			815,226
PHARMACEUTICAL – 2.6%
Shire PLC (ADR)			8,800			1,055,032
SOFTWARE – 0.5%
Open Text Corp.			3,000			223,950
TELECOMMUNICATIONS – 9.0%
Globe Telecom, Inc. (ADR)			15,000			551,217
Nippon Telegraph & Telephone Corp. (ADR)			16,000			416,960
Philippine Long Distance Telephone Co. (ADR)			10,500			712,320
Singapore Telecommunications, Ltd. (ADR)			47,500			1,423,100
Softbank Corp. (ADR)			16,852			587,292
						3,690,889
TRANSPORTATION – 1.5%
Canadian Pacific Railway, Ltd.			5,000			616,500
Total Common Stocks (Cost $31,383,407)					$	39,253,748

[32] (continued)

Timothy Plan Family of Funds International (Continued)

Schedule of Investments As of September 30, 2013

Money Market Fund – 3.8%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $1,534,760)	(A)		1,534,760		$	1,534,760
Total Investments (Cost $32,918,167) – 99.9%	(B)				$	40,788,508
Other Assets in Excess of Liabilities – 0.1%						90,013
Net Assets – 100.00%					$	40,878,521

* Non-income producing securities.

(ADR) American Depositary Receipt.

(A) Variable rate security; the rate shown represents the yield at September 30, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $33,520,463 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	7,701,732
Unrealized depreciation		(433,687	)
Net unrealized appreciation	$	7,268,045

Diversification of Assets

Country	% of Net Assets
Belgium		2.48%
Brazil		1.94%
Canada		5.73%
France		7.43%
Germany		8.27%
Hong Kong		3.71%
Ireland		4.66%
Israel		1.11%
Japan		19.94%
Netherlands		3.14%
Norway		3.62%
Panama		1.73%
Philippines		3.09%
Russia		4.00%
Singapore		6.07%
Sweden		3.82%
Switzerland		4.00%
United Kingdom		11.29%
Total		96.03%
Money Market Fund		3.80%
Other Assets in Excess of Liabilities		0.17%
Grand Total		100.00%

The accompanying notes are an integral part of these financial statements.

[33]

Timothy Plan Family of Funds Large/Mid Cap Growth

Schedule of Investments As of September 30, 2013

Common Stocks – 95.3%		Shares		Fair Value
AEROSPACE/DEFENSE – 3.7 %
B/E Aerospace, Inc.	*		6,050		$	446,611
General Dynamics Corp.			17,650			1,544,728
						1,991,339
APPAREL – 1.8%
Carter’s, Inc.			4,225			320,635
Hanesbrands, Inc.			5,245			326,816
VF Corp.			1,560			310,518
						957,969
BANKS – 3.8 %
BB&T Corp.			30,330			1,023,637
Huntington Bancshares, Inc.			61,975			511,913
Zions Bancorp.			17,925			491,503
						2,027,053
BIOTECHNOLOGY – 0.9%
Alexion Pharmaceuticals, Inc.	*		2,575			299,112
Vertex Pharmaceuticals, Inc.	*		2,675			202,818
						501,930
CHEMICALS – 2.2 %
Praxair, Inc.			9,810			1,179,260
COMMERCIAL SERVICES – 5.0 %
FleetCor Technologies, Inc.	*		2,467			271,765
H&R Block, Inc.			16,225			432,559
KAR Auction Services, Inc.			9,700			273,637
SEI Investments Co.			9,075			280,508
United Rentals, Inc.	*		6,240			363,730
Vantiv, Inc. – Cl. A	*		22,745			635,495
Verisk Analytics, Inc. – Cl. A	*		6,070			394,307
						2,652,001
COMPUTERS – 2.0 %
Cognizant Technology Solutions Corp. – Cl. A	*		8,825			724,709
IHS, Inc. – Cl. A	*		3,075			351,103
						1,075,812
DISTRIBUTION/WHOLESALE – 0.9%
Wesco International, Inc.	*		6,240			477,547
DIVERSIFIED FINANCIAL SERVICES – 3.4%
Affiliated Managers Group, Inc.	*		1,495			273,047
Discover Financial Services			6,910			349,231
IntercontinentalExchange, Inc.	*		3,190			578,730
Invesco, Ltd.			19,244			613,884
						1,814,892
ELECTRICAL COMPONENTS & EQUIPMENT – 0.9 %
AMETEK, Inc.			6,320			290,846
Hubbell, Inc.			1,680			175,963
						466,809
ELECTRONICS – 10.9%
Amphenol Corp. – Class A			20,720			1,603,314
FEI Co.			1,775			155,845

Common Stocks (Continued)		Shares		Fair Value
ELECTRONICS (continued)
Jabil Circuit, Inc.			60,035		$	1,301,559
Mettler-Toledo International, Inc.	*		1,130			271,302
Thermo Fisher Scientific, Inc.			19,845			1,828,717
Trimble Navigation, Ltd.	*		9,670			287,296
Waters Corp.	*		3,380			358,990
						5,807,023
ENTERTAINMENT – 2.3%
Cinemark Holdings, Inc.			39,295			1,247,223
ENVIRONMENTAL CONTROL – 0.7%
Waste Connections, Inc.			8,370			380,082
FOOD – 1.8%
JM Smucker and Co.			8,890			933,806
HEALTHCARE – 5.1%
Covidien PLC			24,825			1,512,834
ICON PLC	*		12,150			497,300
Sirona Dental Systems, Inc.	*		10,925			731,210
						2,741,344
INSURANCE – 3.2%
ACE, Ltd.			15,475			1,447,841
Assured Guaranty, Ltd.			12,650			237,188
						1,685,029
INTERNET – 0.6%
Equinix, Inc.	*		1,700			312,205
MACHINERY – 3.0%
Flowserve Corp.			3,925			244,881
Nordson Corp.			4,525			333,176
Rockwell Automation, Inc.			9,665			1,033,575
						1,611,632
MINING – 2.9%
Freeport – McMoRan Copper & Gold, Inc.			46,125			1,525,815
MISCELLANEOUS MANUFACTURING – 4.0 %
Actuant Corp. – Cl. A			9,825			381,603
Danaher Corp.			25,180			1,745,478
						2,127,081
OIL & NATURAL GAS – 6.2%
Cabot Oil & Gas Corp. – Cl. A			5,970			222,800
Concho Resources, Inc.	*		4,590			499,438
Denbury Resources, Inc	*		22,700			417,907
Gulfport Energy Corp.	*		4,650			299,181
Occidental Petroleum Corp.			20,180			1,887,637
						3,326,963
PHARMACEUTICALS – 1.8%
AmerisourceBergen Corp.			12,325			753,057
BioMarin Pharmaceutical, Inc.	*		2,775			200,411
						953,468

[34] (continued)

Timothy Plan Family of Funds Large/Mid Cap Growth (Continued)

Schedule of Investments As of September 30, 2013

Common Stocks (Continued)		Shares		Fair Value
RETAIL – 9.9%
AutoZone Inc.	*		3,320		$	1,403,464
Cheesecake Factory, Inc.			6,125			269,194
Dick’s Sporting Goods, Inc.			5,300			282,914
Domino’s Pizza, Inc.			2,234			151,800
GNC Holdings, Inc. – Cl. A			6,125			334,609
Group 1 Automotive, Inc.			6,375			495,210
Lowe’s Cos., Inc.			21,990			1,046,944
MSC Industrial Direct Co., Inc.			2,550			207,443
PetSmart, Inc.			14,445			1,101,576
						5,293,154
SEMICONDUCTORS – 8.8%
Linear Technology Corp.			42,620			1,690,309
Maxim Integrated Products, Inc.			29,430			877,014
NVIDIA Corp.			65,270			1,015,601
ON Semiconductor Corp.	*		23,795			173,704
Xilinx Inc.			20,555			963,207
						4,719,835
SOFTWARE – 4.3 %
Cerner Corp.	*		4,425			232,534
Informatica Corp.	*		14,705			573,054
PTC, Inc.	*		20,810			591,628
Vmware, Inc. – Cl. A	*		11,290			913,361
						2,310,577

Common Stocks (Continued)		Shares		Fair Value
TELECOMMUNICATIONS – 1.3%
SBA Communcations Corp. Cl. A	*		8,725		$	702,014
TRANSPORTATION – 3.8%
Genesee & Wyoming, Inc. – Class A	*		3,280			304,942
Norfolk Southern Corp.			16,350			1,264,672
Old Dominion Freight Line, Inc.	*		9,890			454,841
						2,024,455
Total Common Stocks (Cost $42,878,485)					$	50,846,318
Master Limited Partnerships – 0.5%		Shares		Fair Value
Lazard, Ltd. – Cl. A (Cost $238,871)			7,010		$	252,500
Money Market Fund – 3.7%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $1,983,876)	(A)		1,983,876		$	1,983,876
Total Investments (Cost $45,101,232) – 99.4%	(B)				$	53,082,694
Other Assets in Excess of Liabilities – 0.6%						368,706
Net Assets – 100.00%					$	53,451,400

* Non-income producing securities.

(A) Variable rate security; the rate shown represents the yield at September 30, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $45,176,581 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	8,053,717
Unrealized depreciation		(147,604	)
Net unrealized appreciation	$	7,906,113

The accompanying notes are an integral part of these financial statements.

[35]

Timothy Plan Family of Funds Small Cap Value

Schedule of Investments As of September 30, 2013

Common Stocks – 87.3%		Shares		Fair Value
AEROSPACE EQUIPMENT – 2.1%
Moog, Inc. – Class A	*		25,802		$	1,513,804
APPAREL – 2.0%
Wolverine World Wide, Inc.			24,300			1,414,989
BANKS – 14.6%
Bancfirst Corp.			14,323			774,445
BBCN Bancorp, Inc.			101,099			1,391,122
Chemical Financial Corp.			53,247			1,486,656
Columbia Banking System, Inc.			57,908			1,430,328
First Financial Bancorp			63,800			967,846
Pacific Continental Corp.			61,657			808,323
PrivateBancorp, Inc.			74,907			1,603,010
State Bank Financial Corp.			48,354			767,378
Wintrust Financial Corp.			33,254			1,365,742
						10,594,850
BUILDING MATERIALS – 6.0%
Apogee Enterprises, Inc.			42,011			1,246,886
Boise Cascade Co.	*		57,450			1,548,278
Trex Co., Inc.	*		31,613			1,565,792
						4,360,956
COMMERCIAL SERVICES – 2.0%
Kelly Services, Inc. – Cl. A			72,800			1,417,416
COMPUTERS – 3.1%
CACI International, Inc.	*		10,534			728,005
J2 Global, Inc.			29,900			1,480,648
						2,208,653
DISTRIBUTION/WHOLESALE – 2.2%
Beacon Roofing Supply, Inc.	*		43,700			1,611,219
ELECTRIC POWER – 4.4%
Allete, Inc.			33,400			1,613,220
NorthWestern Corp.			34,200			1,536,264
						3,149,484
ELECTRIC & EQUIPMENT – 5.9%
EnerSys			13,612			825,296
Coherent, Inc.			17,210			1,057,555
Littelfuse, Inc.			20,345			1,591,386
Watts Water Technologies, Inc.			14,300			806,091
						4,280,328
ENGINEERING & CONSTRUCTION – 1.1%
Foster Wheeler AG	*		31,000			816,540
FOOD – 1.1%
J & J Snack Food Corp.			9,463			763,853
FOREST PRODUCTS & PAPER – 2.2%
KapStone Paper and Packaging Corp.			37,700			1,613,560
HEALTHCARE – 1.2%
Given Imaging, Ltd.	*		43,406			834,697
HOLDING COMPANY – 1.0%
National Bank Holdings Corp. – Cl. A			35,100			720,954

Common Stocks (Continued)		Shares		Fair Value
HOME BUILDERS – 2.2%
Thor Industries, Inc.			27,000		$	1,567,080
HOME FURNISHING – 2.2%
DTS, Inc.	*		76,843			1,613,703
INSURANCE – 4.5%
AMERISAFE, Inc.			26,245			931,960
Employers Holdings, Inc.			26,600			791,084
Endurance Specialty Holdings, Ltd.			15,000			805,800
Safety Insurance Group, Inc.			14,197			752,015
						3,280,859
INTERNET – 2.2%
CyrusOne, Inc.			77,198			1,465,218
LEISURE – 1.0%
Arctic Cat, Inc.			12,506			713,467
MACHINERY – 4.3%
Gorman-Rupp Co.			41,876			1,680,065
Hurco Cos, Inc.			23,405			605,253
Hyster-Yale Materials Handling, Inc. – Cl. A			8,976			804,878
						3,090,196
MINING – 1.1%
US Silica Holdings, Inc	.*		30,867			768,588
OFFICE FURNISHINGS – 1.1%
Knoll, Inc.			48,215			816,762
OIL & NATURAL GAS – 6.4%
Bonanza Creek Energy, Inc.	*		34,012			1,641,419
Carrizo Oil & Gas, Inc.	*		10,000			372,900
Kodiak Oil & Gas Corp.	*		69,000			832,140
Rex Energy Corp.	*		35,400			789,420
Synergy Resources Corp.	*		101,028			985,023
						4,620,902
OIL & GAS SERVICES – 2.3%
Matrix Service Co.	*		83,344			1,635,209
PIPELINES – 1.3%
Primoris Services Corp.			35,700			909,279
RETAIL – 2.2%
Children’s Place Retail Stores	*		12,400			717,464
Lithia Motors, Inc.			11,500			839,040
						1,556,504
SOFTWARE – 4.1%
AVG Technologies NV	*		61,700			1,477,098
Omnicell, Inc.	*		61,621			1,459,185
						2,936,283
TRANSPORTATION – 1.9%
Roadrunner Transportation Systems, Inc.	*		48,600			1,372,463
TRUCKING & LEASING – 2.2%
TAL International Group, Inc.			34,596			1,616,671
Total Common Stocks (Cost $48,059,123)					$	63,264,487

[36] (continued)

Timothy Plan Family of Funds Small Cap Value (Continued)

Schedule of Investments As of September 30, 2013

Master Limited Partnerships – 2.3%		Shares		Fair Value
EQT Midsteam Partners LP			15,621		$	769,022
World Point Terminals LP	*		44,600			892,000
Total Master Limited Partnerships (Cost $1,305,900)					$	1,661,022
REITs – 9.2%		Shares		Fair Value
Coresite Realty Corp.			24,105		$	818,124
CubeSmart			44,000			784,960
Inland Real Estate Corp.			73,100			747,813
PS Business Parks, Inc.			19,100			1,425,242
Potlatch Corp.			38,500			1,527,680
Summit Hotel Properties, Inc.			149,497			1,373,877
Total REITs (Cost $5,869,769)					$	6,677,696

Money Market Fund – 2.0%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $1,414,034)	(A)		1,414,034		$	1,414,034
Total Investments (Cost $56,648,826) – 100.8%	(B)				$	73,017,239
Liabilities in Excess of Other Assets – (1.3)%						(506,331	)
Net Assets – 100.00%					$	72,510,908

* Non-income producing securities.

REIT – Real Estate Investment Trust.

(A) Variable rate security; the rate shown represents the yield at September 30, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $56,698,849, and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	16,678,519
Unrealized depreciation		(360,129	)
Net unrealized appreciation	$	16,318,390

The accompanying notes are an integral part of these financial statements.

[37]

Timothy Plan Family of Funds Large/Mid Cap Value

Schedule of Investments As of September 30, 2013

Common Stocks – 90.5%		Shares		Fair Value
AEROSPACE / DEFENSE – 2.0%
General Dynamics Corp.			29,500		$	2,581,840
AUTO – 2.0%
BorgWarner, Inc.			25,200			2,555,028
BANKS – 6.1%
CIT Group, Inc.	*		50,800			2,477,516
East West Bancorp, Inc.			85,700			2,738,115
SVB Financial Group	*		29,786			2,572,617
						7,788,248
BEVERAGES – 2.0%
Dr. Pepper Snapple Group, Inc.			56,900			2,550,258
CHEMICALS – 6.1%
Rockwood Holdings, Inc.			38,500			2,575,650
Sherwin-Williams Co.			14,400			2,623,392
Sigma-Aldrich Corp.			30,000			2,559,000
						7,758,042
COMPUTERS – 1.0%
Western Digital Corp.			19,900			1,261,660
DISTRIBUTION / WHOLESALE – 3.2%
WESCO International, Inc.	*		16,600			1,270,398
WW Grainger, Inc.			10,700			2,800,297
						4,070,695
DIVERSIFIED FINANCIAL SERVICES – 3.5%
Eaton Vance Corp.			32,200			1,250,326
Franklin Resources, Inc.			27,100			1,369,905
Invesco, Ltd.			59,200			1,888,480
						4,508,711
ELECTRIC POWER – 4.1%
Dominion Resources, Inc.			43,500			2,717,880
NextEra Energy, Inc.			31,900			2,557,104
						5,274,984
ELECTRONICS – 4.1%
Amphenol Corp.			33,100			2,561,278
Garmin, Ltd.			33,500			1,513,865
TE Connectivity, Ltd.			23,800			1,232,364
						5,307,507
FOOD – 4.6%
JM Smucker Co.			23,400			2,457,936
McCormick & Co., Inc.			34,900			2,258,030
Sysco Corp.			38,800			1,235,004
						5,950,970
HEALTHCARE – 8.6%
Covidien PLC			40,500			2,468,070
CR Bard, Inc.			21,400			2,465,280
DaVita HealthCare Partners, Inc.	*		40,000			2,276,000
DENTSPLY International, Inc.			28,800			1,250,208
Varian Medical Systems, Inc.	*		34,800			2,600,604
						11,060,162

Common Stocks (Continued)		Shares		Fair Value
HOUSEHOLD PRODUCTS/WARES – 1.1%
Tupperware Brands Corp.			16,300		$	1,407,831
INSURANCE – 5.1%
ACE, Ltd.			28,700			2,685,172
Axis Capital Holdings, Ltd.			59,000			2,555,290
Unumprovident Corp.			41,100			1,251,084
						6,491,546
LEISURE TIME- 1.1%
Polaris Industries, Inc.			11,200			1,446,816
MACHINERY – 2.1%
Flowserve Corp.			43,000			2,682,770
METAL FABRICATE/HARDWARE – 2.0%
Precision Castparts Corp.			11,500			2,613,260
MISCELLANEOUS MANUFACTURING – 3.1%
AO Smith Corp.			58,300			2,635,160
SPX Corp.			15,600			1,320,384
						3,955,544
OIL & NATURAL GAS – 10.3%
Anadarko Petroleum Corp.			27,000			2,510,730
EQT Corp.			14,700			1,304,184
Marathon Petroleum Corp.			34,700			2,231,904
National Oilwell Varco, Inc.			16,100			1,257,571
Oasis Petroleum, Inc.	*		68,200			3,350,666
Occidental Petroleum Corp.			27,900			2,609,766
						13,264,821
PACKAGING & CONTAINERS – 1.7%
Rock Tenn Co.			22,000			2,227,940
PHARMACEUTICALS – 2.1%
Express Scirpts Holding Co.	*		42,700			2,638,006
Mallinckrodt PLC	*		1			44
						2,638,050
RETAIL – 5.7%
Advance Auto Parts, Inc.			41,900			3,464,292
Family Dollar Stores, Inc.			35,200			2,535,104
PetSmart, Inc.			17,900			1,365,054
						7,364,450
SEMICONDUCTORS – 4.1%
Avago Technologies, Ltd.			63,500			2,738,120
Microchip Technology, Inc.			32,000			1,289,280
Skyworks Solutions, Inc.	*		48,300			1,199,772
						5,227,172
TEXTILES – 2.2%
Mohawk Industries, Inc.	*		21,400			2,787,350
TRANSPORTATION – 2.6%
Canadian National Railway Co.			32,700			3,314,799
Total Common Stocks (Cost $90,458,473)					$	116,090,454

[38] (continued)

Timothy Plan Family of Funds Large/Mid Cap Value (Continued)

Schedule of Investments As of September 30, 2013

Master Limited Partnerships – 1.0%		Shares			Fair Value
Lazard, Ltd. – Cl. A (Cost $934,664)			34,600		$	1,246,292
REITs – 5.2%	Shares			Fair Value
HCP, Inc.			51,100		$	2,092,545
Public Storage, Inc.			8,593			1,379,606
Regency Centers Corp.			26,600			1,286,110
Ventas, Inc.			31,500			1,937,250
(Cost $5,729,841)					$	6,695,511

Money Market Fund – 3.3%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $4,287,834)	(A)		4,287,834		$	4,287,834
Total Investments (Cost $101,410,812) – 100.0%	(B)				$	128,320,091
Liabilities in Excess of Other Assets – 0.0%						(13,311	)
Net Assets – 100.00%					$	128,306,780

* Non-income producing securities.

REIT – Real Estate Investment Trust.

(A) Variable rate security; the rate shown represents the yield at September 30, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $101,448,604 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	28,014,842
Unrealized depreciation		(1,143,355	)
Net unrealized appreciation	$	26,871,487

The accompanying notes are an integral part of these financial statements.

[39]

Timothy Plan Family of Funds Fixed Income

Schedule of Investments As of September 30, 2013

Bonds and Notes – 96.3%	Par Value			Fair Value
CORPORATE BONDS – 37.1%
ABB Finance USA, Inc., 2.875%, 5/08/2022		$	1,000,000		$	967,502
Altera Corp., 1.75%, 5/15/2017			1,000,000			992,535
Analog Devices, Inc., 3.00%, 4/15/2016			740,000			771,836
Boardwalk Pipelines LP, 5.75%, 9/15/2019			1,000,000			1,113,383
Cameron International Corp., 6.375%, 7/15/2018			1,000,000			1,177,850
Canadian National Railway Co., 5.80%, 6/01/2016			750,000			838,005
Cliffs Natural Resources Inc., 4.875%, 4/01/2021			750,000			708,650
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA, 2.125%, 10/13/2015			1,000,000			1,024,974
Covidien International Finance SA, 2.80%, 6/15/2015			500,000			516,421
Eaton Corp., 5.60%, 5/15/2018			325,000			371,182
Energy Transfer Partners LP, 6.70%, 7/01/2018			1,000,000			1,172,349
Enterprise Products Operating, LLC, 6.125%, 10/15/2039			500,000			555,081
ERP Operating LP, 5.125%, 3/15/2016			900,000			984,827
Health Care REIT, Inc., 3.75%, 3/15/2023			1,000,000			947,774
Husky Energy, Inc., 3.95%, 4/15/2022			750,000			754,195
John Sevier Combined Cycle Generation LLC, 4.626%, 1/15/2042			980,535			991,686
Johnson Controls, Inc., 5.00%, 3/30/2020			750,000			823,394
Kennametal Inc., 3.875%, 2/15/2022			1,000,000			968,838
Kinder Morgan Energy Partners LP, 5.125%, 11/15/2014			750,000			785,985
Marathon Oil Corp., 6.00%, 10/01/2017			750,000			862,610
Nisource Finance Corp., 5.40%, 7/15/2014			750,000			776,940
Oneok, Inc., 4.25%, 2/01/2022			500,000			468,443
Oneok, Inc., 5.20%, 6/15/2015			500,000			530,930
Petrobras Intl. Financial Co., 3.50%, 2/06/2017			1,000,000			1,017,951
Phillips 66, 2.95%, 5/01/2017			1,000,000			1,035,981
Plains All American Pipeline, 3.65%, 6/01/2022			1,000,000			989,546

Bonds and Notes (Continued)	Par Value			Fair Value
CORPORATE BONDS (continued)
Rio Tinto Finance USA, Ltd., 2.50%, 5/20/2016		$	750,000		$	772,627
Simon Property Group LP, 6.125%, 5/30/2018			1,000,000			1,174,075
Teck Cominco Ltd. – Cl. B, 6.00%, 8/15/2040			500,000			466,179
Transocean, Inc., 6.00%, 3/15/2018			500,000			563,939
Trinity Acquisition PLC, 4.625%, 8/15/2013			750,000			740,474
Tyco Electronics Group SA, 6.55%, 10/01/2017			750,000			865,571
Valero Energy Corp., 6.625%, 6/15/2037			500,000			544,753
Weatherford International, Ltd., 4.95%, 10/15/2013			750,000			750,951
Total Corporate Bonds (Cost $27,507,855)						28,027,437
U.S. GOVERNMENT & AGENCY OBLIGATIONS – 59.2%
GOVERNMENT NOTES & BONDS – 27.8%
Federal Farm Credit Bank, 4.875%, 1/17/2017			1,500,000			1,695,163
Federal Farm Credit Bank, 5.125%, 8/25/2016			2,500,000			2,819,040
Federal Home Loan Bank, 5.00%, 11/17/2017			1,000,000			1,153,231
U.S. Treasury Bond, 4.50%, 2/15/2036			2,500,000			2,889,845
U.S. Treasury Note, 3.125%, 5/15/2021			9,000,000			9,620,856
U.S. Treasury Note, 3.875%, 5/15/2018			2,000,000			2,236,876
U.S. Treasury Note, 4.75%, 5/15/2014			550,000			565,963
Total Government Notes & Bonds (Cost $21,232,716)						20,980,974
GOVERNMENT MORTGAGE-BACKED SECURITIES – 31.4%
GNMA Pool 3584, 6.00%, 7/20/2034			55,547			61,827
GNMA Pool 3612, 6.50%, 9/20/2034			136,790			155,209
GNMA Pool 3625, 6.00%, 10/20/2034			411,066			454,978
GNMA Pool 3637, 5.50%, 11/20/2034			157,532			174,719
GNMA Pool 3665, 5.50%, 1/20/2035			262,433			291,065
GNMA Pool 3679, 6.00%, 2/20/2035			138,780			159,554

[40] (continued)

Timothy Plan Family of Funds Fixed Income (Continued)

Schedule of Investments As of September 30, 2013

Bonds and Notes (Continued)	Par Value			Fair Value
GOVERNMENT MORTGAGE-BACKED SECURITIES (Continued)
GNMA Pool 3711, 5.50%, 5/20/2035		$	304,024		$	337,210
GNMA Pool 3865, 6.00%, 6/20/2036			257,739			284,169
GNMA Pool 3910, 6.00%, 10/20/2036			181,048			199,673
GNMA Pool 4058, 5.00%, 12/20/2037			365,240			398,882
GNMA Pool 4072, 5.50%, 1/20/2038			418,113			461,188
GNMA Pool 4520, 5.00%, 8/20/2039			1,292,864			1,416,391
GNMA Pool 4541, 5.00%, 9/20/2039			817,476			895,947
GNMA Pool 4947, 5.00%, 2/20/2041			1,475,881			1,617,542
GNMA Pool 5204, 4.50%, 10/20/2041			597,477			646,597
GNMA Pool 585163, 5.00%, 2/15/2018			15,426			16,466
GNMA Pool 585180, 5.00%, 2/15/2018			14,489			15,467
GNMA Pool 592492, 5.00%, 3/15/2018			9,873			10,508
GNMA Pool 599821, 5.00%, 1/15/2018			12,743			13,561
GNMA Pool 604182, 5.50%, 4/15/2033			225,517			249,333
GNMA Pool 663776, 6.50%, 1/15/2037			173,834			204,375
GNMA Pool 701961, 4.50%, 6/15/2039			1,865,324			2,015,945
GNMA Pool 734437, 4.50%, 5/15/2041			547,314			593,308

Bonds and Notes (Continued)		Par Value			Fair Value
GOVERNMENT MORTGAGE-BACKED SECURITIES (Continued)
GNMA Pool 737556, 4.50%, 10/15/2040			$	1,384,446		$	1,495,905
GNMA Pool 781694, 6.00%, 12/15/2031				57,302			63,887
GNMA Pool 783060, 4.00%, 8/15/2040				1,371,241			1,454,680
GNMA Pool AD8801, 3.50%, 3/15/2043				4,123,219			4,253,777
GNMA Pool MA0155, 4.00%, 6/20/2042				2,745,724			2,914,261
GMNA Pool MA0220, 3.50%, 7/20/2042				2,723,198			2,814,113
Total Government Mortgage-Backed Securities (Cost $23,614,047)							23,670,537
Total U.S. Government & Agency Obligations (Cost $44,846,763)							44,651,511
Total Bonds and Notes (Cost $72,354,618)						$	72,678,948
Money Market Fund – 3.0%		Shares			Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $2,260,955)	(A)			2,260,955		$	2,260,955
Total Investments (Cost $74,615,573) – 99.3%	(B)					$	74,939,903
Other Assets in Excess of Liabilities – 0.7%							575,455
Net Assets – 100.00%						$	75,515,358

GNMA – Government National Mortgage Association.

(A) Variable rate security; the rate shown represents the yield at September 30, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $74,615,573 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	1,975,371
Unrealized depreciation		(1,651,041	)
Net unrealized appreciation	$	324,330

The accompanying notes are an integral part of these financial statements.

[41]

Timothy Plan Family of Funds High Yield Bond

Schedule of Investments As of September 30, 2013

Corporate Bonds – 95.1%		Par Value			Fair Value
Actuant Corp., 5.625%, 6/15/2022			$	500,000		$	502,500
AmeriGas Partners LP, 7.00%, 5/20/2022				500,000			522,500
Anixter, Inc., 5.625%, 5/01/2019				500,000			517,500
ArcelorMittal, 6.75%, 2/25/2022	(B)			500,000			528,750
Atlas Pipeline Partners LP, 5.875%, 8/01/2023	(A)			500,000			472,500
Ball Corp., 4.00%, 11/15/2023				250,000			225,625
Basic Energy Services, Inc., 7.75%, 10/15/2022				500,000			486,250
Biomet, Inc., 6.50%, 8/01/2020				450,000			466,875
Bombardier, Inc., 6.125%, 1/15/2023	(A)			250,000			251,250
Calfrac Holdings LP, 7.50%, 12/01/2020	(A)			500,000			506,250
Calumet Specialty Product Partners, 9.375%, 5/01/2019				500,000			551,250
Cemex Finance LLC, 9.50%, 12/14/2016	(A)			165,000			175,931
Cloud Peak Energy Resources LLC, 8.50%, 12/15/2019				500,000			542,500
CommScope, Inc., 8.25%, 1/15/2019	(A)			500,000			548,750
Concho Resources, Inc., 5.50%, 4/01/2023				100,000			99,250
Continental Resouces, Inc., 4.50%, 4/15/2023				200,000			197,250
Corrections Corp. of America, 4.125%, 4/01/2020				125,000			119,062
Crestwood Midstream Partners LP, 7.75%, 4/01/2019				500,000			527,500
Crosstex Energy LP, 8.875%, 2/15/2018				500,000			533,750
DCP Midstream, LLC., 5.85%, 5/21/2043	(A)			500,000			460,000
Digicel, Ltd., 6.00%, 4/15/2021	(A)			500,000			471,250
DuPont Fabros Technology LP, 5.875%, 9/15/2021	(A)			100,000			100,500
Eldorado Gold Corp., 6.125%, 12/15/2020	(A)			500,000			485,000
Energy Transfer Equity LP, 7.50%, 10/15/2020				500,000			537,500
EV Energy Partners/Fin, 8.00%, 4/15/2019				500,000			502,500
FMG Resources August 2006 Pty, Ltd., 7.00%, 11/01/2015	(A)			500,000			516,875
Forest Oil Corp., 7.25%, 6/15/2019				500,000			502,500

Corporate Bonds (Continued)		Par Value				Fair Value
FTI Consulting, Inc., 6.00%, 11/15/2022			$	500,000			$	498,750
FTS International Services LLC, 8.125%, 11/15/2018	(A) (B)			320,000				348,800
General Cable Corp., 5.75%, 10/01/2022	(A)			250,000				240,625
Genesis Energy LP, 5.75%, 2/15/2021				500,000				492,500
Geo Group, Inc., 5.125%, 4/01/2023	(A)			200,000				184,000
Gibraltar Industries, Inc., 6.25%, 2/01/2021	(B)			500,000				507,500
Hawk Acquisition Sub, Inc., 4.25%, 10/15/2020	(A)			250,000				239,062
Hercules Offshore, Inc., 8.75%, 7/15/2021	(A)			500,000				532,500
Hologic, Inc., 6.25%, 8/01/2020				500,000				523,125
Hornbeck Offshore Services, Inc., 5.00%, 3/01/2021				500,000				481,250
Hypermarcas SA, 6.50%, 4/20/2021	(A)			500,000				511,250
Inergy Midstream LP, 6.00%, 12/15/2020	(A)			500,000				498,750
ION Geophysical Corp., 8.125%, 5/15/2018	(A)			500,000				470,000
Iron Mountain, 6.00%, 8/15/2023				750,000				748,125
Jabil Circuit, Inc., 4.70%, 9/15/2022				500,000				481,250
Jaguar Land Rover PLC, 8.125%, 5/15/2021	(A)			500,000				558,750
Kindred Healthcare, 8.25%, 6/01/2019				500,000				535,000
Kodiak Oil & Gas Corp., 5.50%, 2/01/2022	(A)			500,000				490,000
Land O’ Lakes, Inc., 6.00%, 11/15/2022	(A)			500,000				512,500
LKQ Corp., 4.75%, 5/15/2023	(A)			125,000				116,250
Macquarie Bank, Ltd., 6.625%, 4/07/2021	(A)			500,000				545,963
Martin Midstream Partners LP, 7.25%, 2/15/2021				500,000				508,125
Mcron Finance Sub LLC, 8.375%, 5/15/2019	(A)			500,000				548,750
MedAssets, Inc., 8.00%, 11/15/2018				500,000				541,250
Millicom International Cellular SA, 4.75%, 5/22/2020	(A)			500,000				466,250
MPT Operating Partnership LP, 6.375%, 2/15/2022				500,000	��			508,750
Navistar International Corp., 8.25%, 11/01/2021				449,000				456,858

[42] (continued)

Timothy Plan Family of Funds High Yield Bond (Continued)

Schedule of Investments As of September 30, 2013

Corporate Bonds (Continued)		Par Value			Fair Value
NuStar Logistics LP, 6.75%, 2/01/2021			$	300,000		$	306,750
NXP Funding, LLC., 5.75%, 2/15/2021	(A)			100,000			102,000
Omnicare, Inc., 7.75%, 6/01/2020				500,000			550,313
Pacific Drilling V, Ltd., 5.375%, 6/01/2020	(A)			500,000			488,750
Parker Drilling Co., 7.50%, 8/01/2020	(A)			250,000			250,937
Pinnacle Foods Finance, LLC., 4.875%, 5/01/2021	(A)			250,000			233,750
PolyOne Corp., 7.375%, 9/15/2020				500,000			551,875
Polypore International, Inc., 7.50%, 11/15/2017				250,000			266,250
QBE Capital Funding III Ltd., 7.25%, 5/24/2041	(A)			500,000			527,774
Regency Energy Partners LP, 4.50%, 11/01/2023	(A)			500,000			455,000
Resolute Energy Corp., 8.50%, 5/01/2020				500,000			517,500
Reynolds Group Issuer, Inc., 9.00%, 4/15/2019				500,000			527,500
Sabra Health Care LP, 8.125%, 11/01/2018				325,000			351,000
Samson Investment Co., 9.75%, 2/15/2020	(A)			500,000			532,500
Sanmina-SCI Corp., 7.00%, 5/15/2019	(A)			500,000			528,750
Schaeffler Finance BV, 8.50%, 2/15/2019	(A)			500,000			560,000
Sealed Air Corp., 6.50%, 12/01/2020	(A)			200,000			210,500
Sealed Air Corp., 5.25%, 4/01/2023	(A)			500,000			476,250

Corporate Bonds (Continued)		Par Value			Fair Value
SemGroup LP, 7.50%, 6/15/2021	(A)		$	250,000		$	256,250
Servicemaster Co., 8.00%, 2/15/2020				500,000			497,500
Steel Dynamics, Inc., 5.25%, 4/15/2023	(A)			100,000			94,750
Suncoke Energy, 7.625%, 8/01/2019				500,000			538,750
Targa Resources Partners LP, 4.25%, 11/15/2023	(A)			500,000			455,000
Tesoro Corp., 5.375%, 10/01/2022				500,000			480,000
Tesoro Logistics LP, 5.875%, 10/01/2020				250,000			250,625
United States Steel Corp., 7.50%, 3/15/2022				500,000			515,000
USG Corp., 9.75%, 1/15/2018				500,000			581,250
VeriSign, Inc., 4.625%, 5/01/2023	(A)			500,000			472,500
VimpelCom Holdings BV, 5.95%, 2/13/2023	(A)			500,000			475,330
Total Corporate Bonds (Cost $35,425,794)						$	35,951,655
Money Market Fund – 3.1%		Shares			Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $1,177,355)	(B)			1,177,355		$	1,177,355
Total Investments (Cost $36,603,149) – 98.2%	(C)					$	37,129,010
Other Assets in Excess of Liabilities – 1.8%							684,517
Net Assets – 100.00%						$	37,813,527

(A) 144A Security – Security exempt from registration under Rule 144A of the Securities Act of 1933. The 144A securities represent 43.3% of total net assets. The securities may be resold in transactions exempt from registration typically only to qualified institutional buyers. Unless otherwise indicated, these securities are not considered to be illiquid.

(B) Variable rate security; the rate shown represents the yield at September 30, 2013.

(C) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $36,603,149 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	1,086,131
Unrealized depreciation		(560,270	)
Net unrealized appreciation	$	525,861

The accompanying notes are an integral part of these financial statements.

[43]

Timothy Plan Family of Funds Israel Common Values

Schedule of Investments As of September 30, 2013

Common Stocks – 93.8%		Shares		Fair Value
AEROSPACE/DEFENSE – 3.3%
Elbit Systems, Ltd.			7,001		$	374,344
BANKS – 11.8%
Bank Hapoalim BM (ADR)			13,400			339,154
Bank Leumi Le-Israel BM	*		65,000			241,505
First International Bank of Israel BM			19,300			316,667
Israel Discount Bank, Ltd.	*		120,000			216,121
Mizrahi Tefahot, Ltd.			19,000			209,087
						1,322,534
CHEMICALS – 4.2%
Frutarom Industries, Ltd.			17,000			309,884
Israel Chemicals, Ltd. (ADR)			19,400			165,676
						475,560
COMMERCIAL SERVICES – 2.0%
Nitsba Holdings, Ltd.	*		17,000			219,286
COMPUTERS – 1.0%
Matrix IT, Ltd.			19,500			110,779
				��
ELECTRONICS – 4.0%
Ituran Location and Control, Ltd.			12,296			226,861
Orbotech, Ltd.	*		18,700			224,213
						451,074
ENERGY-ALTERNATE SOURCES – 2.1%
Ormat Industries, Ltd.	*		35,300			230,274
FOOD – 7.7%
Osem Investments, Ltd.			13,000			290,212
Rami Levi Chain Stores			5,700			320,098
Shufersal, Ltd.			59,000			253,852
						864,162
HEALTHCARE PRODUCTS – 3.5%
Given Imaging , Ltd.	*		13,000			249,990
Syneron Medical, Ltd.	*		17,000			146,540
						396,530
HOME BUILDERS – 2.4%
Bayside Land Corp., Ltd.			1,000			268,847
HOUSEHOLD PRODUCTS/WARES – 1.4%
SodaStream International, Ltd.	*		2,600			162,214
INTERNET – 3.1%
MagicJack VocalTec, Ltd.	*		7,600			97,812
Perion Network, Ltd.	*		19,000			250,040
						347,852
OIL & NATURAL GAS – 12.4%
Delek Drilling – LP	*		50,000			246,327
Isramco Negev 2 LP	*		1,536,664			282,421
Noble Energy, Inc.			4,400			294,889
Paz Oil Co., Ltd.	*		1,900			311,907
Ratio Oil Exploration LP	*		2,100,000			251,347
						1,386,891

Common Stocks (Continued)		Shares		Fair Value
REAL ESTATE – 16.2%
Alony Hetz Properties & Investments			28,000		$	180,351
Amot Investments, Ltd.			86,000			257,819
Azrieli Group			7,500			238,031
Gazit-Globe, Ltd.			17,000			228,014
Industrial Buildings Corp.			120,000			212,037
Jerusalem Economy, Ltd.			40,000			401,611
Melisron, Ltd.			11,366			301,174
						1,819,037
SEMICONDUCTORS – 4.1%
Mellanox Technologies, Ltd.	*		6,000			227,760
Nova Measuring Instruments, Ltd.	*		25,933			230,026
						457,786
SOFTWARE – 6.5%
Check Point Software Technologies, Ltd.	*		3,700			209,272
Magic Software Enterprises, Ltd.			45,400			312,806
RADWARE, Ltd.	*		14,500			202,275
						724,353
TELECOMMUNICATIONS – 8.1%
Cellcom Israel, Ltd.	*		18,500			204,425
EZChip Semiconductor, Ltd.	*		7,500			184,800
NICE Systems, Ltd. (ADR)			6,500			268,905
Partner Communications Co., Ltd. (ADR)	*		32,500			256,425
						914,555
Total Common Stocks (Cost $8,333,543)					$	10,526,078
Investment Companies – 1.9%		Shares		Fair Value
The Israel Corp., Ltd. (Cost – $239,420)	*		400		$	211,129
Money Market Fund – 5.1%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $574,276)	(A)		574,276		$	574,276
Total Investments (Cost $9,147,239) – 100.8%	(B)				$	11,311,483
Liabilities in Excess of Other Assets – (0.8)%						(72,805	)
Net Assets – 100.00%					$	11,238,678

[44] (continued)

Timothy Plan Family of Funds Israel Common Values (Continued)

Schedule of Investments As of September 30, 2013

* Non-income producing securities.

(ADR) American Depositary Receipt.

(A) Variable rate security; the rate shown represents the yield at September 30, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $9,850,689 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	1,567,803
Unrealized depreciation		(107,009	)
Net unrealized appreciation	$	1,460,794

The accompanying notes are an integral part of these financial statements.

[45]

Timothy Plan Family of Funds Defensive Strategies

Schedule of Investments As of September 30, 2013

Common Stocks – 24.5%		Shares		Fair Value
AGRICULTURE – 0.7%
Bunge, Ltd.			6,088		$	462,140
CHEMICALS – 7.3%
Agrium, Inc.			3,996			335,784
American Vanguard Corp.			959			25,816
CF Industries Holdings, Inc.			4,448			937,772
Intrepid Potash, Inc.	*		5,759			90,301
K+S AG			7,983			207,009
Mosaic Co.			10,698			460,227
Potash Corp. Of Saskatchewan, Inc.			32,771			1,025,077
Sociedad Quimica y Minera de Chile SA			3,862			117,984
Syngenta AG (ADR)			18,774			1,526,326
Uralkali OJSC			10,796			283,096
						5,009,392
COAL – 0.0%
Peabody Energy Corp.			1,103			19,027
FOOD – 0.3%
Ingredion, Inc.			3,387			224,118
IRON / STEEL – 0.6%
Allegheny Technologies, Inc.			2,356			71,905
JFE Holdings, Inc.			1			26
Nippon Steel & Sumitomo Metal Corp.			9,828			33,361
POSCO (ADR)			979			72,094
Severstal OAO			11,215			97,959
ThyssenKrupp AG	*		2,358			56,422
Vale SA (ADR)			6,234			97,313
						429,080
MACHINERY – 0.6%
AGCO Corp. (ADR)			6,646			401,551
CNH Global NV *			2,316			28,949
						430,500
MINING – 4.1%
Allied Nevada Gold Corp.	*		3,102			12,966
Anglo American PLC			7,252			178,195
AngloGold Ashanti, Ltd. (ADR)			82			1,089
Antofagasta PLC			2,159			28,605
Barrick Gold Corp.			11,543			214,931
BHP Billiton PLC (ADR)			234			13,773
Cameco Corp.			451			8,150
Cia de Minas Buenaventura SA			8,295			97,134
Coeur d’Alene Mines Corp.	*		1,877			22,618
Eldorado Gold Corp.			7,567			50,775
First Quantum Minerals, Ltd.			1,198			22,341
Freeport-McMoRan Copper & Gold, Inc.			12,994			429,842
Glencore International PLC			54,923			299,339
Goldcorp, Inc.			909			23,643
Harmony Gold Mining Co., Ltd. (ADR)			7,047			23,819
Hecla Mining Co.			5,932			18,626
IAMGOLD Corp.			6,495			30,851
Kazakhmys PLC			549			2,364
Kinross Gold Corp.			39,028			197,091
MMC Norilsk Nickel OJSC			5,670			81,364

Common Stocks (Continued)		Shares		Fair Value
MINING (continued)
New Gold, Inc.	*		4,211		$	25,182
Newmont Mining Corp.			8,197			230,336
Pan American Silver Corp.			359			3,787
Randgold Resources, Ltd. (ADR)			746			53,361
Rio Tinto PLC (ADR)			6,310			307,676
Royal Gold, Inc.			136			6,618
Sesa Goa, Ltd.	*		987			11,123
Silver Wheaton Corp.			8,490			210,297
Southern Copper Corp.			5,122			139,523
Yamana Gold, Inc.			7,265			75,556
						2,820,975
OIL & GAS – 8.7%
Anadarko Petroleum Corp.			492			45,751
Apache Corp.			5,352			455,669
BG Group PLC			23,465			448,387
Canadian Natural Resources, Ltd.			1,428			44,896
Chesapeake Energy Corp.			901			23,318
ConocoPhillips			5,403			375,563
Devon Energy Corp.			2,644			152,717
Encana Corp.			1,870			32,407
Ensco PLC – Cl. A			1,233			66,274
EOG Resources, Inc.			384			65,004
Inpex Corp.			30,400			358,850
Lukoil OAO			8,352			529,517
Marathon Oil Corp.			14,378			501,505
Noble Energy, Inc.			647			43,355
NovaTek OAO			4,297			568,063
Occidental Petroleum Corp.			4,215			394,271
Petroleo Brasileiro SA (ADR)			14,022			217,201
Pioneer Natural Resources Co.			244			46,067
Reliance Industries, Ltd.			5,915			155,505
Rosneft OAO (ADR)			26,168			211,961
Southwestern Energy Co.	*		2,812			102,301
Total SA			14,122			819,840
Transocean, Ltd.			2,350			104,575
Valero Energy Corp.			5,633			192,367
						5,955,364
OIL & GAS SERVICES – 1.9%
Baker Hughes, Inc.			2,827			138,806
Cameron International Corp.	*		2,899			169,215
Halliburton Co.			14,031			675,593
National Oilwell Varco, Inc.			4,145			323,766
						1,307,380
PIPELINES – 0.3%
Kinder Morgan, Inc.			3,591			127,732
TransCanada Corp.			1,592			70,042
						197,774
RETAIL – 0.0%
CST Brands, Inc.			626			18,655
Total Common Stocks (Cost $17,634,622)					$	16,874,405

[46] (continued)

Timothy Plan Family of Funds Defensive Strategies (Continued)

Schedule of Investments As of September 30, 2013

REITs – 31.1%		Shares		Fair Value
Acadia Realty Trust			5,500		$	135,740
Apartment Investment & Management Co. – Cl. A			4,400			122,936
AvalonBay Communities, Inc.			4,850			616,386
Boston Properties, Inc.			9,500			1,015,550
Brandywine Realty Trust			11,800			155,524
BRE Properties, Inc.			6,000			304,560
Camden Property Trust			5,700			350,208
CBL & Associates Properties, Inc.			14,300			273,130
Colonial Properties Trust			12,800			287,872
DDR Corp.			34,300			538,853
DiamondRock Hospitality Co.			43,800			467,346
Digital Realty Trust, Inc.			4,790			254,349
Douglas Emmett, Inc.			11,400			267,558
Education Realty Trust, Inc.			18,300			166,530
Equity Lifestyle Properties, Inc.			5,200			177,684
Equity Residential			18,000			964,260
Essex Property Trust, Inc.			3,450			509,565
Extra Space Storage, Inc.			8,600			393,450
Federal Realty Investment Trust			2,800			284,060
FelCor Lodging Trust, Inc.	*		11,100			68,376
First Industrial Realty Trust			20,700			336,789
First Potomac Realty Trust			8,200			103,074
HCP, Inc.			19,500			798,525
Health Care REIT, Inc.			9,600			598,848
Highwoods Properties, Inc.			6,000			211,860
Hospitality Properties Trust			22,400			633,920
Kilroy Realty Corp.			6,100			304,695
Kimco Realty Corp.			29,800			601,364
Lexington Realty Trust			26,200			294,226
Liberty Property Trust			12,100			430,760
Macerich Company			15,363			867,088
National Retail Properties, Inc.			7,600			241,832
Prologis, Inc.			23,694			891,368
PS Business Parks, Inc.			4,400			328,328
Public Storage			6,900			1,107,795
Rayonier, Inc.			4,500			250,425
Regency Centers Corp.			4,100			198,235
SL Green Realty Corp.			9,050			804,002
Simon Property Group, Inc.			15,729			2,331,510
Strategic Hotels & Resorts, Inc.	*		30,000			260,400
Summit Hotel Properties, Inc.			8,000			73,520
Taubman Centers, Inc.			6,300			424,053
UDR, Inc.			15,700			372,090
Ventas ,Inc.			14,659			901,529
Washington REIT			6,600			166,782
Weingarten Realty Investors			11,100			325,563
Total REITs (Cost $19,696,652)					$	21,212,518
Exchange Traded Funds – 8.9%		Shares		Fair Value
iShares Silver Trust	*		35,800		$	747,862
PowerShares DB Agriculture Fund	*		61,300			1,550,277

Exchange Traded Funds (Continued)		Shares			Fair Value
PowerShares DB Base Metals Fund	*			33,800		$	565,474
PowerShares DB Commodity Index Tracking Fund	*			29,300			754,768
PowerShares DB Energy Fund	*			28,000			788,480
SPDR Gold Shares	*			13,250			1,698,253
Total Exchange Traded Funds (Cost $7,121,845)						$	6,105,114
Bonds and Notes – 33.0%		Par Value			Fair Value
GOVERNMENT MORTGAGE-BACKED SECURITIES – 1.9%
GNMA Pool 4947, 5.00%, 2/20/2041			$	558,186		$	611,763
GNMA Pool 5204, 4.50%, 10/20/2041				597,477			646,597
Total Government Mortgage-Backed Securities (Cost $1,236,960)						$	1,258,360
Coporate Bonds – 3.0%		Par Value			Fair Value
HAND/MACHINE TOOLS – 0.7 %
Kennametal Inc., 3.875%, 2/15/2022				500,000			484,419
OIL & GAS – 0.7 %
Petrobras International Finance Co., 3.50%, 2/06/2017				500,000			508,976
PIPELINES – 0.9 %
Energy Transfer Partners LP, 6.70%, 7/01/2018				500,000			586,174
REITS – 0.7 %
Health Care REIT Inc., 3.75%, 3/15/2023				500,000			473,886
Total Corporate Bonds (Cost $2,050,427)						$	2,053,455
TREASURY INFLATION PROTECTED SECURITIES (TIPS) – 28.1%
TIPS, 1.75%, 1/15/2028				2,535,000			3,170,681
TIPS, 2.50%, 1/15/2029				1,350,000			1,808,076
TIPS, 2.125%, 2/15/2041				1,125,000			1,425,125
TIPS, 2.00%, 1/15/2014				3,145,000			3,996,937
TIPS, 1.625%, 1/15/2018				300,000			367,898
TIPS, 2.00%, 1/15/2016				745,000			938,334
TIPS, 2.375%, 1/15/2017				1,050,000			1,349,903

[47] (continued)

Timothy Plan Family of Funds Defensive Strategies (Continued)

Schedule of Investments As of September 30, 2013

Bonds and Notes (Continued)	Par Value			Fair Value
TREASURY INFLATION PROTECTED SECURITIES (TIPS) (continued)
TIPS, 2.00%, 1/15/2026		$	850,000		$	1,156,008
TIPS, 2.125%, 1/15/2019			1,550,000			1,915,663
TIPS, 1.125%, 1/15/2021			2,775,000			3,193,747
Total Treasury InFlation Protected Securities (TIPS) (Cost $19,721,096)					$	19,322,372
Total bonds and Notes (Cost $23,008,483)					$	22,634,187

Money Market Fund – 2.4%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $1,663,185)	(A)		1,663,185		$	1,663,185
Total Investments (Cost $69,124,787) – 99.9%	(B)				$	68,489,409
Other Assets in Excess of Liabilities – 0.1%						88,555
Net Assets – 100.00%					$	68,577,964

* Non-income producing securities.

GNMA – Government National Mortgage Association.

REIT – Real Estate Investment Trust.

(ADR) American Depositary Receipt.

(A) Variable rate security; the rate shown represents the yield at September 30, 2013.

(B) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $69,306,450 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	3,035,615
Unrealized depreciation		(3,852,656	)
Net unrealized depreciation	$	(817,041	)

The accompanying notes are an integral part of these financial statements.

[48]

Timothy Plan Family of Funds Strategic Growth

Schedule of Investments As of September 30, 2013

Mutual Funds – 94.8%	(A)	Shares		Fair Value
Timothy Plan Aggressive Growth Fund	*		269,815		$	2,428,336
Timothy Plan Defensive Strategies Fund			546,218			6,073,942
Timothy Plan Emerging Markets Fund	*		239,171			2,516,079
Timothy Plan High Yield Bond Fund			570,000			5,352,301
Timothy Plan International Fund			738,869			6,391,218
Timothy Plan Israel Common Values Fund	*		170,057			2,156,317
Timothy Plan Large/Mid Cap Growth Fund			751,251			6,280,460
Timothy Plan Large/Mid Cap Value Fund			334,264			6,060,213
Timothy Plan Small Cap Value Fund			131,719			2,672,581
Total Mutual Funds (Cost $34,129,625)					$	39,931,447

Money Market Fund – 5.3%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $2,216,528)	(B)		2,216,528		$	2,216,528
Total Investments (Cost $36,346,153) – 100.1%	(C)				$	42,147,975
Liabilities in Excess of Other Assets – (0.1)%						(14,730	)
Net Assets – 100.00%					$	42,133,245

* Non-income producing securities.

(A) Affiliated Funds – Class A.

(B) Variable rate security; the rate shown represents the yield at September 30, 2013.

(C) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $38,289,035 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	4,560,835
Unrealized depreciation		(701,895	)
Net unrealized appreciation	$	3,858,940

The accompanying notes are an integral part of these financial statements.

[49]

Timothy Plan Family of Funds Conservative Growth

Schedule of Investments As of September 30, 2013

Mutual Funds – 95.1%	(A)	Shares		Fair Value
Timothy Plan Aggressive Growth Fund	*		137,005		$	1,233,047
Timothy Plan Defensive Strategies Fund			733,221			8,153,421
Timothy Plan Emerging Markets Fund	*		155,168			1,632,370
Timothy Plan Fixed Income Fund			1,531,534			15,958,588
Timothy Plan High Yield Bond Fund			493,094			4,630,152
Timothy Plan International Fund			314,362			2,719,228
Timothy Plan Israel Common Values Fund	*		176,615			2,239,483
Timothy Plan Large/Mid Cap Growth Fund			666,047			5,568,156
Timothy Plan Large/Mid Cap Value Fund			381,372			6,914,275
Timothy Plan Small Cap Value Fund			143,579			2,913,220
Total Mutual Funds (Cost $46,760,271)					$	51,961,940

Money Market Fund – 5.2%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $2,816,916)	(B)		2,816,916		$	2,816,916
Total Investments (Cost $49,577,187) – 100.3%	(C)				$	54,778,856
Liabilities in Excess of Other Assets – (0.3)%						(122,027	)
Net Assets – 100.00%					$	54,656,829

* Non-income producing securities.

(A) Affiliated Funds – Class A.

(B) Variable rate security; the rate shown represents the yield at September 30, 2013.

(C) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $50,780,098 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	4,920,849
Unrealized depreciation		(922,091	)
Net unrealized appreciation	$	3,998,758

The accompanying notes are an integral part of these financial statements.

[50]

Timothy Plan Family of Funds Emerging Markets

Schedule of Investments As of September 30, 2013

Common Stocks – 93.0%		Shares		Fair Value
AEROSPACE/DEFENSE – 3.0%
Embraer SA (ADR)			8,400		$	272,748
AGRICULTURE – 1.7%
Adecoagro SA	*		20,140			149,237
AUTOMOTIVE – 3.3%
China Yuchai International, Ltd.			4,270			101,498
Hyundai Mobis			740			196,940
						298,438
BANKS – 18.0%
Banco Bradesco SA			2,600			40,554
Banco do Brasil SA			19,800			229,488
Banco Latinoamericano de Comericio Exterior SA			8,530			212,568
Banco Santander Brasil SA (ADR)			30,170			209,682
Erste Group Bank AG			9,400			297,185
Sberbank of Russia (ADR)			16,910			203,427
Turkiye Garanti Bankasi AS			52,610			206,946
Turkiye Vakiflar Bankasi Tao			92,200			210,043
						1,609,893
BUILDING MATERIALS – 3.3%
Cemex SAB de CV (ADR)	*		19,060			213,091
Desarrolladora Homex SAB de CV	*		145,724			51,355
Urbi Desarrollos Urbanos SAB de CV	*		373,450			34,409
						298,855
CHEMICALS – 5.5%
Synthos SA			98,200			150,075
Yingde Gases			351,500			343,564
						493,639
COMPUTERS – 1.9%
Compal Electronics			233,000			169,855
DISTRIBUTION / WHOLESALE – 1.5%
Aygaz AS			29,460			131,606
DIVERSIFIED FINANCIAL SERVICES – 6.8%
Hana Financial Group, Inc.			5,270			180,711
KB Financial Group, Inc.			5,030			175,992
Shinham Financial Group Co., Ltd.			6,100			247,771
						604,474
ELECTRIC – 6.8%
Centrais Eletricas Brasileiras SA			15,000			42,150
Cia Paranaense de Energia (ADR)			10,480			146,301
Reliance Infrastructure, Ltd. (ADR)			15,790			284,220
RusHydro JSC			83,880			131,692
						604,363
ELECTRONICS – 1.3%
Flextronics International, Ltd.	*		13,090			118,988
FOOD – 6.2%
First Pacific Co., Ltd.			220,000			243,117
Lotte Confectionery Co., Ltd.			90			142,792
Marfrig Alimentos SA	*		37,200			100,437
People’s Food Holdings, Ltd.			78,000			71,785
						558,131

Common Stocks (Continued)		Shares		Fair Value
HOLDING COMPANY – 0.7%
Haw Par Corp., Ltd.			10,260		$	60,497
INTERNET – 1.8%
AsiaInfo-Linkage, Inc.	*		14,030			161,906
IRON / STEEL – 6.2%
POSCO			1,250			371,636
Ternium SA (ADR)			7,820			187,836
						559,472
OIL & NATURAL GAS – 8.5%
Lukoil OAO (ADR)			5,724			363,817
Petroleo Brasileiro SA			23,800			398,174
						761,991
PHARMACEUTICAL – 0.8%
Selcuk Ecza Deposu Ticaret ve Sanayi A.S.			70,580			69,408
RETAIL – 3.4%
Bosideng International Holdings, Ltd.			1,272,000			306,719
SEMICONDUCTORS – 4.9%
Samsung Electronics Co., Ltd.			343			436,315
TELECOMMUNICATIONS – 6.7%
Telefonica Brasil SA (ADR)			8,300			186,252
Tim Participacoes SA (ADR)			13,100			308,767
XL Axiata TBK PT			295,700			110,181
						605,200
TEXTILES – 0.7%
Weiqiao Textile Co.			103,000			60,431
Total Common Stocks (Cost $8,336,062)					$	8,332,166
Preferred Stock – 3.8%		Shares		Fair Value
Hyundai Motor Co. (Cost $213,785)			3,380		$	339,686
REITs – 0.8%		Shares		Fair Value
Fibra Uno Administracion SA de CV (Cost $69,571)			26,700		$	73,592
Money Market Fund – 1.7%		Shares		Fair Value
Fidelity Institutional Money Market Portfolio, 0.01% (Cost $156,462)	(A)		156,462		$	156,462
Total Investments (Cost $8,775,880) – 99.3%	(C)				$	8,901,906
Other Assets in Excess of Liabilities – 0.7%						64,355
Net Assets – 100.00%					$	8,966,261

[51] (continued)

Timothy Plan Family of Funds Emerging Markets (Continued)

Schedule of Investments As of September 30, 2013

* Non-income producing securities.

(ADR) American Depositary Receipt.

REITs – Real Estate Investment Trusts.

(A) Variable rate security; the rate shown represents the yield at September 30, 2013.

(C) Represents cost for financial reporting purposes. Aggregate cost for federal tax purposes is $8,788,385 and differs from fair value by net unrealized appreciation (depreciation) of securities as follows:

Unrealized appreciation	$	590,966
Unrealized depreciation		(477,445	)
Net unrealized appreciation	$	113,521

Diversification of Assets

Country	% of Net Assets
Austria		3.31%
Brazil		21.58%
China		3.28%
Hong Kong		9.96%
India		3.17%
Indonesia		1.23%
Luxembourg		3.76%
Mexico		4.15%
Panama		2.37%
Poland		1.67%
Russia		7.80%
Singapore		3.13%
South Korea		23.33%
Taiwan		1.89%
Turkey		6.89%
UAE		0.00%
Total		97.52%
Money Market Fund		1.75%
Other Assets In Excess of Liabilities		0.73%
Grand Total		100.00%

The accompanying notes are an integral part of these financial statements.

[52]

Timothy Plan Family of Funds

Statements of Assets and Liabilities September 30,  2013

		Aggressive Growth Fund				International Fund				Large/Mid Cap Growth Fund			Small Cap Value Fund			Large/Mid Cap Value Fund			Fixed Income Fund
Assets:
Investments, at cost			$	17,026,268			$	32,918,167			$	45,101,232		$	56,648,826		$	101,410,812		$	74,615,573
Investments, at value			$	20,741,893			$	40,788,508			$	53,082,694		$	73,017,239		$	128,320,091		$	74,939,903
Receivable for securities sold				409,012				40,576				945,706			342,516			—			—
Receivable for fund shares sold				30,096				108,630				117,630			118,332			299,773			141,194
Dividends and interest receivable				5,374				44,285				31,691			60,892			113,768			622,394
Cash				—				—				—			—			10,254			—
Receivable for foreign tax reclaims				—				41,564				—			—			—			—
Prepaid expenses and other assets				24,037				14,551				16,016			16,138			21,044			14,750
Total Assets				21,210,412				41,038,114				54,193,737			73,555,117			128,764,930			75,718,241
Liabilities:	��
Payable for securities purchased				533,400				77,864				649,543			917,491			—			—
Accrued advisory fees				14,416				33,677				38,019			50,768			92,822			28,415
Payable for fund shares redeemed				7,416				7,089				15,187			30,600			289,021			119,214
Accrued 12b-1 fees				5,838				9,790				13,949			19,118			34,991			20,135
Accrued expenses and other liabilities				30,042				31,173				25,639			26,232			41,316			35,119
Total Liabilities				591,112				159,593				742,337			1,044,209			458,150			202,883
Net Assets			$	20,619,300			$	40,878,521			$	53,451,400		$	72,510,908		$	128,306,780		$	75,515,358
Net assets consist of:
Paid in capital			$	15,890,011			$	48,459,211			$	40,972,995		$	49,943,198		$	91,769,195		$	74,254,374
Undistributed net investment income (loss)				(183,314	)			100,574				2,846			26,038			583,125			770,920
Accumulated net realized gain (loss) from investments				1,196,978				(15,551,605	)			4,494,097			6,173,259			9,045,181			165,734
Net unrealized appreciation on investments				3,715,625				7,870,341				7,981,462			16,368,413			26,909,279			324,330
Net Assets			$	20,619,300			$	40,878,521			$	53,451,400		$	72,510,908		$	128,306,780		$	75,515,358
Class A
Net Assets			$	17,727,079			$	38,432,187			$	48,410,620		$	64,971,776		$	114,657,487		$	67,557,524
Shares of beneficial interest outstanding				1,969,645				4,440,919				5,788,841			3,200,627			6,320,247			6,480,318
Net Asset Value, offering price and redemption price per share			$	9.00			$	8.65			$	8.36		$	20.30		$	18.14		$	10.43
Offering Price Per Share (NAV / 0.945) *(NAV / 0.955)			$	9.52			$	9.15			$	8.85		$	21.48		$	19.20		$	10.92	*
Class C
Net Assets			$	2,892,119			$	2,446,232			$	5,040,679		$	7,539,029		$	13,649,193		$	7,957,733
Shares of beneficial interest outstanding				357,563				288,996				672,910			435,694			846,664			789,895
Net Asset Value, offering price and redemption price per share			$	8.09			$	8.46			$	7.49		$	17.30		$	16.12		$	10.07
Minimum Redemption Price Per Share (NAV * 0.99)			$	8.01			$	8.38			$	7.42		$	17.13		$	15.96		$	9.97
Class I
Net Assets			$	101.62			$	102.21			$	100.67		$	103.09		$	99.70		$	100.94
Shares of beneficial interest outstanding				11.274				11.820				12.034			5.081			5.498			9.759
Net Asset Value, offering price and redemption price per share			$	9.01			$	8.65			$	8.37		$	20.29		$	18.13		$	10.34

The accompanying notes are an integral part of these financial statements.

[53]

Timothy Plan Family of Funds

Statements of Assets and Liabilities September 30,  2013

	High Yield Bond Fund				Israel Common Values Fund				Defensive Strategies Fund				Strategic Growth Fund				Conservative Growth Fund				Emerging Markets Fund
Assets:
Investments, at cost		$	36,603,149			$	9,147,239			$	69,124,787			$	36,346,153			$	49,577,187			$	8,775,880
Investments, at value		$	37,129,010			$	11,311,483			$	68,489,409			$	42,147,975			$	54,778,856			$	8,901,906
Dividends and interest receivable			731,688				5,775				160,258				66,213				128,496				11,592
Receivable for securities sold			101,250				—				—				—				—				—
Receivable for fund shares sold			55,117				8,443				67,355				28,405				40,305				38,064
Deposit with broker			—				—				—				—				—				507
Cash			—				5,174				—				—				—				—
Hong Kong Dollar (HKD)(Cost $16,962)			—				—				—				—				—				16,961
Brazilian Real (BRL)(Cost $8,906)			—				—				—				—				—				9,303
New Taiwan Dollar (TWD)(Cost $6,298)			—				—				—				—				—				6,334
Singapore Dollar (SGD)(Cost $486)			—				—				—				—				—				491
Receivable for foreign tax reclaims			—				—				8,606				—				—				—
Prepaid expenses and other assets			15,804				27,989				30,084				18,020				18,044				21,965
Total Assets			38,032,869				11,358,864				68,755,712				42,260,613				54,965,701				9,007,123
Liabilities:
Payable for securities purchased			100,000				86,932				—				66,205				128,476				—
Payable for fund shares redeemed			64,668				—				82,352				7,345				118,331				8,600
Accrued advisory fees			19,079				8,848				35,154				22,859				29,767				8,829
Accrued 12b-1 fees			9,183				2,705				22,667				4,336				5,817				2,004
Accrued expenses and other liabilities			26,412				21,701				37,575				26,623				26,481				21,429
Total Liabilities			219,342				120,186				177,748				127,368				308,872				40,862
Net Assets		$	37,813,527			$	11,238,678			$	68,577,964			$	42,133,245			$	54,656,829			$	8,966,261
Net assets consist of:
Paid in capital		$	38,564,608			$	9,249,775			$	69,034,524			$	45,548,657			$	52,362,412			$	8,607,324
Undistributed net investment income (loss)			94,798				(86,069	)			464,351				33,057				14,940				(12,505	)
Accumulated net realized gain (loss) from investments			(1,371,740	)			(89,272	)			(285,533	)			(9,250,291	)			(2,922,192	)			244,979
Net unrealized appreciation (depreciation) on investments			525,861				2,164,244				(635,378	)			5,801,822				5,201,669				126,463
Net Assets		$	37,813,527			$	11,238,678			$	68,577,964			$	42,133,245			$	54,656,829			$	8,966,261
Class A
Net Assets		$	35,577,723			$	10,295,116			$	51,859,430			$	34,465,601			$	44,238,165			$	8,674,893
Shares of beneficial interest outstanding			3,786,274				811,263				4,661,577				4,131,468				4,209,745				823,912
Net Asset Value, offering price and redemption price per share		$	9.40			$	12.69			$	11.12			$	8.34			$	10.51			$	10.53
Offering Price Per Share (NAV / 0.945) *(NAV / 0.955)		$	9.84	*		$	13.43			$	11.77			$	8.83			$	11.12			$	11.14
Class C
Net Assets		$	2,235,704			$	943,458			$	16,718,434			$	7,667,644			$	10,418,664			$	291,262
Shares of beneficial interest outstanding			235,906				75,497				1,544,600				997,277				1,064,647				27,804
Net Asset Value, offering price and redemption price per share		$	9.48			$	12.50			$	10.82			$	7.69			$	9.79			$	10.48
Minimum Redemption Price Per Share (NAV * 0.99)		$	9.39			$	12.38			$	10.71			$	7.61			$	9.69			$	10.38
Class I
Net Assets		$	100.19			$	103.73			$	100.00			$	—			$	—			$	105.69
Shares of beneficial interest outstanding			10.655				8.190				9.001				—				—				10.040
Net Asset Value, offering price and redemption price per share		$	9.40			$	12.67			$	11.11			$	—			$	—			$	10.53

The accompanying notes are an integral part of these financial statements.

[54]

Timothy Plan Family of Funds

Statements of Operations For the Year Ended September 30, 2013

	Aggressive Growth Fund				International Fund				Large/Mid Cap Growth Fund				Small Cap Value Fund			Large/Mid Cap Value Fund				Fixed Income Fund
Investment Income:
Interest income		$	281			$	683			$	1,003			$	737		$	2,293			$	2,303,380
Dividend income			114,572				955,817				660,921				997,193			2,522,759				—
Foreign tax withheld			—				(109,637	)			(80	)			—			(3,802	)			—
Total Investment Income			114,853				846,863				661,844				997,930			2,521,250				2,303,380
Operating Expenses:
Investment advisory fees			147,753				348,337				417,861				511,069			1,051,390				491,347
12b-1 Fees:
Class A			37,848				82,149				110,848				135,848			279,827				182,505
Class C			22,436				19,739				48,210				57,866			117,622				88,892
Administration fees			38,467				66,515				101,219				118,791			244,380				162,998
Registration fees			34,891				42,054				41,931				42,698			46,589				45,635
Custody fees			25,718				6,368				15,244				16,024			17,433				16,482
Audit fees			12,480				14,659				11,875				14,075			14,276				11,537
Printing expenses			9,455				19,492				22,536				37,622			53,845				32,954
Non 12b-1 shareholder servicing fees			8,431				11,724				39,122				15,552			74,397				55,689
Compliance officer fees			849				1,447				—				15,672			7,946				7,566
Insurance expenses			579				1,175				1,696				1,939			4,092				3,141
Trustees’ fees			476				2,420				4,247				7,134			11,864				6,971
Miscellaneous expenses			647				694				1,749				2,679			1,427				2,978
Total Operating Expenses			340,030				616,773				816,538				976,969			1,925,088				1,108,695
Less: Expenses waived by Advisor			—				—				—				—			—				(122,837	)
Net Operating Expenses			340,030				616,773				816,538				976,969			1,925,088				985,858
Net Investment Income (Loss)			(225,177	)			230,090				(154,694	)			20,961			596,162				1,317,522
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) on investments			2,105,187				783,962				4,956,086				8,776,714			20,643,211				901,715
Capital gain dividends from REITs			2,235				—				—				36,191			12,601				—
Net change in unrealized appreciation (depreciation) on investments			2,256,985				5,027,081				4,941,630				10,680,831			3,763,115				(4,713,356	)
Net Realized and Unrealized Gain (Loss) on Investments			4,364,407				5,811,043				9,897,716				19,493,736			24,418,927				(3,811,641	)
Net Increase (Decrease) in Net Assets Resulting From Operations		$	4,139,230			$	6,041,133			$	9,743,022			$	19,514,697		$	25,015,089			$	(2,494,119	)

The accompanying notes are an integral part of these financial statements.

[55]

Timothy Plan Family of Funds

Statements of Operations For the Year Ended September 30, 2013

	High Yield Bond Fund				Israel Common Values Fund				Defensive Strategies Fund				Strategic Growth Fund			Conservative Growth Fund			Emerging Markets Fund (1)
Investment Income:
Interest income		$	2,493,115			$	115			$	434,480			$	344		$	285		$	692
Dividend income			—				195,166				927,313				—			—			136,281
Dividend income from affiliated funds			—				—				—				522,463			670,704			—
Foreign tax withheld			—				(47,322	)			(40,512	)			—			—			(8,412	)
Total Investment Income			2,493,115				147,959				1,321,281				522,807			670,989			128,561
Operating Expenses:
Investment advisory fees			231,475				88,903				445,578				257,086			334,749			73,220
12b-1 fees:
Class A			91,373				21,274				137,897				—			—			15,061
Class C			20,302				3,805				191,043				53,296			72,184			1,190
Administration fees			77,491				14,622				148,580				78,299			101,134			11,721
Registration fees			41,364				31,480				46,042				41,343			42,063			31,168
Audit fees			21,164				16,868				14,460				10,052			12,372			12,000
Printing expenses			17,722				3,410				30,111				23,692			26,141			2,959
Non 12b-1 shareholder servicing fees			11,145				1,463				14,060				5,396			6,966			7,096
Custody fees			7,666				12,647				32,107				6,123			11,828			27,723
Trustees’ fees			3,058				958				7,364				2,323			3,214			1,003
Insurance expenses			1,341				255				2,802				1,448			1,846			282
Compliance officer fees			1,140				3,701				9,936				1,979			469			1,004
Miscellaneous expenses			1,659				1,543				327				289			2,344			2,909
Total Operating Expenses			526,900				200,929				1,080,307				481,326			615,310			187,336
Less: Expenses waived by Advisor			—				—				—				—			—			—
Net Operating Expenses			526,900				200,929				1,080,307				481,326			615,310			187,336
Net Investment Income (Loss)			1,966,215				(52,970	)			240,974				41,481			55,679			(58,775	)
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) on investments			232,096				(30,117	)			380,305				1,365,460			2,008,053			287,405
Capital gain distributions from affiliated funds			—				—				—				184,843			165,162			—
Capital gain dividends from REITs			—				—				95,795				—			—			—
Net change in unrealized appreciation on investments			(707,158	)			2,064,869				(7,225,344	)			3,100,731			834,809			126,463
Net Realized and Unrealized Gain (Loss) on Investments			(475,062	)			2,034,752				(6,749,244	)			4,651,034			3,008,024			413,868
Net Increase (Decrease) in Net Assets Resulting From Operations		$	1,491,153			$	1,981,782			$	(6,508,270	)		$	4,692,515		$	3,063,703		$	355,093

(1) The Emerging Markets Fund commenced operations on December 3, 2012.

The accompanying notes are an integral part of these financial statements.

[56]

Timothy Plan Family of Funds

Statements of Changes in Net Assets

	Aggressive Growth Fund								International Fund								Large/Mid Cap Growth Fund
	Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012
Operations:
Net investment income (loss)		$	(225,177	)		$	(299,924	)		$	230,090			$	106,450			$	(154,694	)		$	(292,039	)
Net realized gain (loss) from investments			2,105,187				1,298,159				783,962				(1,260,746	)			4,956,086				2,840,379
Capital gain dividends from REITs			2,235				68				—				—				—				226
Distributions of realized gains by underlying investment companies			—				84				—				—				—				723
Net change in unrealized appreciation on investments			2,256,985				2,716,915				5,027,081				5,891,664				4,941,630				6,897,905
Net increase in net assets resulting from operations			4,139,230				3,715,302				6,041,133				4,737,368				9,743,022				9,447,194
Distributions to Shareholders:
Net investment income
Class A			—				—				(230,752	)			(1,003,855	)			—				—
Class C			—				—				—				(37,702	)			—				—
Net realized gains
Class A			—				—				—				—				(2,446,061	)			(1,655,964	)
Class C			—				—				—				—				(296,634	)			(154,620	)
Total dividends and distributions to shareholders			—				—				(230,752	)			(1,041,557	)			(2,742,695	)			(1,810,584	)
Share Transactions of Beneficial Interest:
Net proceeds from shares sold
Class A			4,388,489				5,287,889				10,977,091				9,560,090				9,051,293				10,978,227
Class C			717,887				521,055				755,818				368,778				1,516,639				1,699,860
Class I			100				—				100				—				100				—
Reinvestment of dividends and distributions
Class A			—				—				202,277				913,673				2,267,318				1,589,285
Class C			—				—				—				29,877				239,483				114,500
Cost of shares redeemed
Class A			(4,678,771	)			(6,391,333	)			(8,018,394	)			(12,627,271	)			(10,724,659	)			(12,456,411	)
Class C			(546,416	)			(559,765	)			(260,483	)			(379,323	)			(1,827,870	)			(611,223	)
Net increase (decrease) in net assets from share transactions of beneficial interest			(118,711	)			(1,142,154	)			3,656,409				(2,134,176	)			522,304				1,314,238
Total Increase in Net Assets			4,020,519				2,573,148				9,466,790				1,561,635				7,522,631				8,950,848

The accompanying notes are an integral part of these financial statements.

[57]

Timothy Plan Family of Funds

Statements of Changes in Net Assets (Continued)

	Aggressive Growth Fund								International Fund								Large/Mid Cap Growth Fund
	Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012
Net Assets:
Beginning of year			16,598,781				14,025,633				31,411,731				29,850,096				45,928,769				36,977,921
End of year*		$	20,619,300			$	16,598,781			$	40,878,521			$	31,411,731			$	53,451,400			$	45,928,769
* Includes undistributed net investment income (loss) at end of year		$	(183,314	)		$	(243,524	)		$	100,574			$	44,931			$	2,846			$	—
Share Activity:
Shares Sold
Class A			545,659				767,834				1,370,275				1,359,366				1,187,169				1,578,172
Class C			97,012				83,427				96,698				54,008				221,194				261,889
Class I			11				—				12				—				12				—
Shares Reinvested
Class A			—				—				26,720				137,809				324,831				248,326
Class C			—				—				—				4,582				38,074				19,606
Shares Redeemed
Class A			(603,346	)			(942,716	)			(1,029,883	)			(1,771,028	)			(1,398,597	)			(1,808,904	)
Class C			(81,776	)			(89,997	)			(33,866	)			(55,851	)			(262,121	)			(95,547	)
Net increase (decrease) in shares of beneficial interest outstanding			(42,440	)			(181,452	)			429,956				(271,114	)			110,562				203,542

The accompanying notes are an integral part of these financial statements.

[58]

Timothy Plan Family of Funds

Statements of Changes in Net Assets

	Small Cap Value Fund								Large/Mid Cap Value Fund								Fixed Income Fund
	Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012
Operations:
Net investment income		$	20,961			$	62,933			$	596,162			$	359,304			$	1,317,522			$	1,447,185
Net realized gain from investments			8,776,714				719,802				20,643,211				2,183,461				901,715				1,119,022
Capital gain dividends from REITs			36,191				105,312				12,601				—				—				—
Distributions of realized gains by underlying investment companies			—				27,521				—				14,053				—				—
Net change in unrealized appreciation (depreciation) on investments			10,680,831				13,945,528				3,763,115				19,698,121				(4,713,356	)			83,832
Net increase (decrease) in net assets resulting from operations			19,514,697				14,861,096				25,015,089				22,254,939				(2,494,119	)			2,650,039
Distributions to Shareholders:
Net investment income
Class A			(88,849	)			—				(358,626	)			(192,686	)			(903,855	)			(1,390,052	)
Class C			—				—				—				—				(54,237	)			(117,270	)
From return of capital
Class A			—				—				—				—				—				(164,680	)
Class C			—				—				—				—				—				(22,138	)
Total dividends and distributions to shareholders			(88,849	)			—				(358,626	)			(192,686	)			(958,092	)			(1,694,140	)
Share Transactions of Beneficial Interest:
Net proceeds from shares sold
Class A			11,969,015				9,466,165				30,287,293				22,377,135				22,378,103				29,593,291
Class C			2,004,285				741,076				3,183,229				1,527,688				2,874,242				2,584,354
Class I			100				—				100				—				100				—
Reinvestment of dividends and distributions
Class A			84,074				—				307,962				166,163				801,878				1,387,933
Class C			—				—				—				—				45,593				118,494
Cost of shares redeemed
Class A			(12,650,070	)			(14,169,607	)			(38,910,448	)			(20,066,761	)			(27,243,493	)			(16,548,854	)
Class C			(1,235,150	)			(940,033	)			(2,518,994	)			(1,923,286	)			(3,570,618	)			(2,079,274	)
Net increase (decrease) in net assets from share transactions of beneficial interest			172,254				(4,902,399	)			(7,650,858	)			2,080,939				(4,714,195	)			15,055,944
Total Increase (Decrease) in Net Assets			19,598,102				9,958,697				17,005,605				24,143,192				(8,166,406	)			16,011,843

The accompanying notes are an integral part of these financial statements.

[59]

Timothy Plan Family of Funds

Statements of Changes in Net Assets (Continued)

	Small Cap Value Fund								Large/Mid Cap Value Fund								Fixed Income Fund
	Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012
Net Assets:
Beginning of year			52,912,806				42,954,109				111,301,175				87,157,983				83,681,764				67,669,921
End of year*		$	72,510,908			$	52,912,806			$	128,306,780			$	111,301,175			$	75,515,358			$	83,681,764
* Includes undistributed net investment income (loss) at end of year		$	26,038			$	62,933			$	583,125			$	345,523			$	770,920			$	—
Share Activity:
Shares Sold
Class A			692,720				689,419				1,833,499				1,617,146				2,088,605				2,736,275
Class C			132,413				63,479				212,010				123,919				277,316				247,361
Class I			5				—				5				—				10				—
Shares Reinvested
Class A			5,349				—				20,092				12,494				76,046				128,523
Class C			—				—				—				—				4,489				11,334
Shares Redeemed
Class A			(752,629	)			(1,051,072	)			(2,333,513	)			(1,442,807	)			(2,557,054	)			(1,531,237	)
Class C			(87,460	)			(80,270	)			(173,444	)			(154,756	)			(347,595	)			(198,943	)
Net increase (decrease) in shares of beneficial interest outstanding			(9,602	)			(378,444	)			(441,351	)			155,996				(458,183	)			1,393,313

The accompanying notes are an integral part of these financial statements.

[60]

Timothy Plan Family of Funds

Statements of Changes in Net Assets

	High Yield Bond Fund								Israel Common Values Fund								Defensive Strategies Fund
	Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Period Ended (1) September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012
Operations:
Net investment income (loss)		$	1,966,215			$	1,729,254			$	(52,970	)		$	(109,693	)		$	240,974			$	16,603
Net realized gain (loss) from investments			232,096				190,990				(30,117	)			1,366				380,305				909,400
Capital gain dividends from REITs			—				—				—				—				95,795				52,388
Net change in unrealized appreciation (depreciation) on investments			(707,158	)			2,130,949				2,064,869				99,375				(7,225,344	)			7,160,412
Net increase (decrease) in net assets resulting from operations			1,491,153				4,051,193				1,981,782				(8,952	)			(6,508,270	)			8,138,803
Distributions to Shareholders:
Net investment income
Class A			(1,782,597	)			(1,666,004	)			—				—				(28	)			(463,463	)
Class C			(88,820	)			(72,710	)			—				—				(10	)			(30,067	)
From net realized gains
Class A			—				—				—				—				(97,172	)			(3,030,191	)
Class C			—				—				—				—				(35,276	)			(856,233	)
From return of capital
Class A			—				(49,301	)			—				—				—				(175,127	)
Class C			—				(2,413	)			—				—				—				(52,013	)
Total dividends and distributions to shareholders			(1,871,417	)			(1,790,428	)			—				—				(132,486	)			(4,607,094	)
Share Transactions of Beneficial Interest:
Net proceeds from shares sold
Class A			15,564,006				20,228,788				3,295,264				11,718,256				20,337,684				31,938,021
Class C			1,124,628				734,558				738,558				336,402				5,060,845				6,490,538
Class I			100				—				100				—				100				—
Reinvestment of dividends and distributions
Class A			1,572,663				1,538,720				—				—				92,047				3,264,161
Class C			69,721				57,907				—				—				34,945				932,036
Cost of shares redeemed
Class A			(14,596,227	)			(13,635,827	)			(2,878,944	)			(3,724,284	)			(16,279,364	)			(28,825,727	)
Class C			(616,056	)			(413,933	)			(98,800	)			(120,704	)			(5,357,105	)			(2,770,955	)
Net increase in net assets from share transactions of beneficial interest			3,118,835				8,510,213				1,056,178				8,209,670				3,889,152				11,028,074
Total Increase (Decrease) in Net Assets			2,738,571				10,770,978				3,037,960				8,200,718				(2,751,604	)			14,559,783

(1) The Israel Common Values Fund commenced operations on October 12, 2011.

The accompanying notes are an integral part of these financial statements.

[61]

Timothy Plan Family of Funds

Statements of Changes in Net Assets (Continued)

	High Yield Bond Fund								Israel Common Values Fund								Defensive Strategies Fund
	Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Period Ended (1) September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012
Net Assets:
Beginning of year			35,074,956				24,303,978				8,200,718				—				71,329,568				56,769,785
End of year*		$	37,813,527			$	35,074,956			$	11,238,678			$	8,200,718			$	68,577,964			$	71,329,568
* Includes undistributed net investment income (loss) at end of period		$	94,798			$	—			$	(86,069	)		$	(84,330	)		$	464,351			$	172,609
Share Activity:
Shares Sold
Class A			1,615,799				2,188,769				286,237				1,153,664				1,733,384				2,657,882
Class C			116,063				78,895				63,533				33,037				437,490				558,363
Class I			11								8								9
Shares Reinvested
Class A			165,588				166,421				—				—				7,703				283,347
Class C			7,288				6,212				—				—				2,990				82,046
Shares Redeemed
Class A			(1,523,719	)			(1,479,733	)			(260,162	)			(368,476	)			(1,415,033	)			(2,475,935	)
Class C			(63,809	)			(44,704	)			(9,559	)			(11,514	)			(478,799	)			(239,208	)
Net increase in shares of beneficial interest outstanding			317,221				915,860				80,057				806,711				287,744				866,495

The accompanying notes are an integral part of these financial statements.

[62]

Timothy Plan Family of Funds

Statements of Changes in Net Assets

	Strategic Growth Fund								Conservative Growth Fund								Emerging Markets Fund (1)
	Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012				Period Ended September 30, 2013
Operations:
Net investment income (loss)		$	41,481			$	182,207			$	55,679			$	269,076			$	(58,775	)
Net realized gain (loss) from investments			1,365,460				(447,532	)			2,008,053				1,635,113				287,405
Capital gain distributions from affiliated funds			184,843				628,601				165,162				644,601				—
Net change in unrealized appreciation on investments			3,100,731				6,437,198				834,809				3,133,017				126,463
Net increase in net assets resulting from operations			4,692,515				6,800,474				3,063,703				5,681,807				355,093
Distributions to Shareholders:
Net Investment Income
Class A			(190,626	)			—				(306,948	)			(49,894	)			—
Class C			(5	)			—				(6	)			—				—
Total dividends and distributions to shareholders			(190,631	)			—				(306,954	)			(49,894	)			—
Share Transactions of Beneficial Interest:
Net proceeds from shares sold
Class A			5,923,646				2,739,030				9,364,096				5,968,016				9,641,956
Class C			1,239,023				818,628				2,556,007				1,927,268				323,894
Class I			—				—				—				—				100
Reinvestment of dividends and distributions
Class A			185,872				—				283,789				46,328				—
Class C			—				—				—				—				—
Cost of shares redeemed
Class A			(7,599,802	)			(7,434,707	)			(7,690,796	)			(5,947,763	)			(1,321,810	)
Class C			(1,203,822	)			(1,552,381	)			(1,846,027	)			(1,686,942	)			(32,972	)
Net increase (decrease) in net assets from share transactions of beneficial interest			(1,455,083	)			(5,429,430	)			2,667,069				306,907				8,611,168
Total Increase (Decrease) in Net Assets			3,046,801				1,371,044				5,423,818				5,938,820				8,966,261

(1) The Emerging Markets Fund commenced operations on December 3, 2012.

The accompanying notes are an integral part of these financial statements.

[63]

Timothy Plan Family of Funds

Statements of Changes in Net Assets (Continued)

	Strategic Growth Fund								Conservative Growth Fund								Emerging Markets Fund (1)
	Year Ended September 30, 2013				Year Ended September 30, 2012				Year Ended September 30, 2013				Year Ended September 30, 2012				Period Ended September 30, 2013
Net Assets:
Beginning of period			39,086,444				37,715,400				49,233,011				43,294,191				—
End of period*		$	42,133,245			$	39,086,444			$	54,656,829			$	49,233,011			$	8,966,261
* Includes undistributed net investment income (loss) at end of period		$	33,057			$	182,207			$	14,940			$	276,345			$	(12,505	)
Share Activity:
Shares Sold
Class A			745,072				382,740				913,784				621,169				953,198
Class C			168,878				124,012				266,950				213,342				31,033
Class I			—				—				—				—				10
Shares Reinvested
Class A			24,765				—				28,489				4,939				—
Class C			—				—				—				—				—
Shares Redeemed
Class A			(970,634	)			(1,040,902	)			(756,030	)			(618,780	)			(129,286	)
Class C			(166,611	)			(235,669	)			(194,209	)			(187,625	)			(3,229	)
Net increase (decrease) in shares of beneficial interest outstanding			(198,530	)			(769,819	)			258,984				33,045				851,726

The accompanying notes are an integral part of these financial statements.

[64]

Timothy Plan Family of Funds

Financial Highlights

	Aggressive Growth
	(Class A Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.10			$	5.57			$	5.42			$	4.51			$	3.71			$	6.80
Income (loss) from investment operations:
Net investment income (loss)			(0.09	)(B)			(0.12	)(B)			(0.10	)(B)			(0.09	)			(0.05	)			(0.07	)
Net realized and unrealized gain (loss) on investments			1.99				1.65				0.25				1.00				0.85				(3.01	)
Total from investment operations			1.90				1.53				0.15				0.91				0.80				(3.08	)
Less Distributions:
From net realized gains on investments			—				—				—				—				—				(0.01	)
Total distributions			—				—				—				—				—				(0.01	)
Net asset value, end of period		$	9.00			$	7.10			$	5.57			$	5.42			$	4.51			$	3.71
Total return (C)(D)			26.76	%			27.47	%			2.77	%			20.18	%			21.56	%(F)			(45.27	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	17,727			$	14,398			$	12,259			$	13,247			$	17,007			$	14,575
Ratio of expenses to average net assets			1.86	%			2.12	%			1.81	%			1.88	%			1.85	%(G)			1.72	%
Ratio of net investment income (loss) to average net assets			(1.20	)%			(1.78	)%			(1.52	)%			(1.61	)%			(1.58	)%(G)			(1.33	)%
Portfolio turnover rate			120	%			147	%			201	%			89	%			136	%(F)			244	%(E)

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F) For periods of less than one full year, total return and turnover are not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[65]

Timothy Plan Family of Funds

Financial Highlights

	Aggressive Growth
	(Class C Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	6.43			$	5.06			$	4.98			$	4.18			$	3.46			$	6.37
Income (loss) from investment operations:
Net investment loss			(0.14	)(B)			(0.16	)(B)			(0.13	)(B)			(0.11	)			(0.06	)			(0.11	)
Net realized and unrealized gain (loss) on investments			1.80				1.53				0.21				0.91				0.78				(2.79	)
Total from investment operations			1.66				1.37				0.08				0.80				0.72				(2.90	)
Less Distributions:
From net realized gains on investments			—				—				—				—				—				(0.01	)
Total distributions			—				—				—				—				—				(0.01	)
Net asset value, end of period		$	8.09			$	6.43			$	5.06			$	4.98			$	4.18			$	3.46
Total return (C)(D)			25.82	%			27.08	%			1.61	%			19.14	%			20.81	%(F)			(45.50	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	2,892			$	2,201			$	1,766			$	1,670			$	1,477			$	1,272
Ratio of expenses to average net assets			2.60	%			2.87	%			2.57	%			2.63	%			2.60	%(G)			2.47	%
Ratio of net investment income (loss) to average net assets			(1.94	)%			(2.53	)%			(2.28	)%			(2.35	)%			(2.33	)%(G)			(2.08	)%
Portfolio turnover rate			120	%			147	%			201	%			89	%			136	%(F)			244	%(E)

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F) For periods of less than one full year, total return and turnover are not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[66]

Timothy Plan Family of Funds

Financial Highlights

	Aggressive Growth
	(Class I Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	8.87
Income (loss) from investment operations:
Net investment income (B)			—	*
Net realized and unrealized gain on investments			0.14
Total from investment operations			0.14
Less Distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	9.01
Total return (C)			1.58	%(D)
Ratios/supplemental data:
Net assets, end of period		$	102
Ratio of expenses to average net assets			1.61	%(E)
Ratio of net investment income (loss) to average net assets			(0.95	)%(E)
Portfolio turnover rate			120	%(D)

* Amount is less than $0.005 per share.

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[67]

Timothy Plan Family of Funds

Financial Highlights

	International
	(Class A Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.31			$	6.54			$	7.71			$	7.52			$	5.92			$	11.00
Income (loss) from investment operations:
Net investment income (loss)			0.06	(B)			0.03	(B)			0.20	(B)			0.04				0.08				0.09
Net realized and unrealized gain (loss) on investments			1.34				0.97				(1.33	)			0.26				1.52				(5.08	)
Total from investment operations			1.40				1.00				(1.13	)			0.30				1.60				(4.99	)
Less Distributions:
From net investment income			(0.06	)			(0.23	)			(0.04	)			(0.11	)			—				(0.09	)
Total distributions			(0.06	)			(0.23	)			(0.04	)			(0.11	)			—				(0.09	)
Net asset value, end of period		$	8.65			$	7.31			$	6.54			$	7.71			$	7.52			$	5.92
Total return (C)(D)			19.25	%			15.73	%			(14.72	)%			3.93	%			27.03	%(E)			(45.38	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	38,432			$	29,794			$	28,423			$	35,206			$	37,248			$	31,214
Ratio of expenses to average net assets			1.73	%			1.82	%			1.70	%			1.74	%			1.72	%(F)			1.66	%
Ratio of net investment income (loss) to average net assets			0.70	%			0.38	%			2.45	%			0.58	%			1.68	%(F)			1.12	%
Portfolio turnover rate			29	%			34	%			62	%			41	%			38	%(E)			32	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[68]

Timothy Plan Family of Funds

Financial Highlights

	International
	(Class C Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.15			$	6.39			$	7.58			$	7.41			$	5.87			$	10.97
Income (loss) from investment operations:
Net investment income (loss)			—	(B)			(0.02	)(B)			0.13	(B)			(0.01	)			0.04				0.04
Net realized and unrealized gain (loss) on investments			1.31				0.95				(1.29	)			0.25				1.50				(5.07	)
Total from investment operations			1.31				0.93				(1.16	)			0.24				1.54				(5.03	)
		��
Less Distributions:
From net investment income			—				(0.17	)			(0.03	)			(0.07	)			—				(0.07	)
Total distributions			—				(0.17	)			(0.03	)			(0.07	)			—				(0.07	)
Net asset value, end of period		$	8.46			$	7.15			$	6.39			$	7.58			$	7.41			$	5.87
Total return (C)(D)			18.32	%			14.88	%			(15.40	)%			3.27	%			26.24	%(E)			(45.79	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	2,446			$	1,617			$	1,427			$	1,941			$	1,417			$	984
Ratio of expenses to average net assets			2.47	%			2.57	%			2.45	%			2.49	%			2.47	%(F)			2.40	%
Ratio of net investment income (loss) to average net assets			(0.01	)%			(0.32	)%			1.58	%			(0.15	)%			0.85	%(F)			0.45	%
Portfolio turnover rate			29	%			34	%			62	%			41	%			38	%(E)			32	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[69]

Timothy Plan Family of Funds

Financial Highlights

	International
	(Class I Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	8.46
Income (loss) from investment operations:
Net investment income (B)			0.02
Net realized and unrealized gain on investments			0.17
Total from investment operations			0.19
Less Distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	8.65
Total return (C)			2.25	%(D)
Ratios/supplemental data:
Net assets, end of period		$	102
Ratio of expenses to average net assets			1.48	%(E)
Ratio of net investment income to average net assets			0.95	%(E)
Portfolio turnover rate			29	%(D)

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[70]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Growth
	(Class A Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December  31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.30			$	6.05			$	5.99			$	5.37			$	4.38			$	6.89
Income (loss) from investment operations:
Net investment loss			(0.02	)(B)			(0.04	)(B)			(0.04	)(B)			(0.04	)			(0.02	)			(0.04	)
Net realized and unrealized gain (loss) on investments			1.51				1.61				0.10				0.66				1.01				(2.46	)
Total from investment operations			1.49				1.57				0.06				0.62				0.99				(2.50	)
Less Distributions:
From net realized gains on investments			(0.43	)			(0.32	)			—				—				—				(0.01	)
Total distributions			(0.43	)			(0.32	)			—				—				—				(0.01	)
Net asset value, end of period		$	8.36			$	7.30			$	6.05			$	5.99			$	5.37			$	4.38
Total return (C)(D)			21.62	%			26.61	%			1.00	%			11.55	%			22.60	%(F)			(36.30	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	48,411			$	41,446			$	34,252			$	38,865			$	35,973			$	32,484
Ratio of expenses to average net assets			1.59	%			1.68	%			1.60	%			1.66	%			1.67	%(G)			1.56	%
Ratio of net investment income (loss) to average net assets			(0.24	)%			(0.63	)%			(0.64	)%			(0.74	)%			(0.58	)%(G)			(0.64	)%
Portfolio turnover rate			91	%			127	%			150	%			78	%			78	%(F)			177	%(E)

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F) For periods of less than one full year, total return and turnover are not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[71]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Growth
	(Class C Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	6.63			$	5.57			$	5.55			$	5.01			$	4.11			$	6.51
Income (loss) from investment operations:
Net investment loss			(0.07	)(B)			(0.09	)(B)			(0.09	)(B)			(0.08	)			(0.04	)			(0.08	)
Net realized and unrealized gain (loss) on investments			1.36				1.47				0.11				0.62				0.94				(2.31	)
Total from investment operations			1.29				1.38				0.02				0.54				0.90				(2.39	)
Less Distributions:
From net realized gains on investments			(0.43	)			(0.32	)			—				—				—				(0.01	)
Total distributions			(0.43	)			(0.32	)			—				—				—				(0.01	)
Net asset value, end of period		$	7.49			$	6.63			$	5.57			$	5.55			$	5.01			$	4.11
Total return (C)(D)			20.74	%			25.47	%			0.36	%			10.78	%			21.90	%(F)			(36.73	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	5,041			$	4,483			$	2,726			$	2,523			$	2,120			$	1,971
Ratio of expenses to average net assets			2.34	%			2.44	%			2.35	%			2.41	%			2.42	%(G)			2.31	%
Ratio of net investment income (loss) to average net assets			(0.99	)%			(1.38	)%			(1.38	)%			(1.49	)%			(1.33	)%(G)			(1.39	)%
Portfolio turnover rate			91	%			127	%			150	%			78	%			78	%(F)			177	%(E)

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) On January 1, 2008, Chartwell Investment Partners became sub-advisor for the Fund.

(F) For periods of less than one full year, total return and turnover are not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[72]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Growth
	(Class I Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	8.31
Income (loss) from investment operations:
Net investment income (B)			0.01
Net realized and unrealized gain on investments			0.05
Total from investment operations			0.06
Less Distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	8.37
Total return (C)			0.72	%(D)
Ratios/supplemental data:
Net assets, end of period		$	101
Ratio of expenses to average net assets			1.34	%(E)
Ratio of net investment income (loss) to average net assets			0.01	%(E)
Portfolio turnover rate			91	%(D)

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[73]

Timothy Plan Family of Funds

Financial Highlights

	Small Cap Value
	(Class A Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	14.74			$	10.82			$	11.28			$	10.25			$	8.88			$	13.27
Income (loss) from investment operations:
Net investment income (loss)			0.02	(B)			0.03	(B)			(0.05	)(B)			(0.06	)			(0.05	)			0.01
Net realized and unrealized gain (loss) on investments			5.57				3.89				(0.41	)(C)			1.09				1.42				(4.33	)
Total from investment operations			5.59				3.92				(0.46	)			1.03				1.37				(4.32	)
Less distributions:
From net investment income			(0.03	)			—				—				—				—				—
From net realized gains on investments			—				—				—				—				—				(0.07	)
Total distributions			(0.03	)			—				—				—				—				(0.07	)
Net asset value, end of period		$	20.30			$	14.74			$	10.82			$	11.28			$	10.25			$	8.88
Total return (D)(E)			37.97	%			36.23	%			(4.08	)%			10.05	%			15.43	%(F)			(32.50	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	64,972			$	47,976			$	39,145			$	40,482			$	47,268			$	42,651
Ratio of expenses to average net assets			1.55	%			1.59	%			1.53	%			1.59	%			1.59	%(G)			1.50	%
Ratio of net investment income (loss) to average net assets			0.11	%			0.19	%			(0.36	)%			(0.51	)%			(0.71	)%(G)			0.05	%
Portfolio turnover rate			73	%			65	%			102	%			64	%			57	%(F)			110	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuations in share transactions.

(D) Total return calculation does not reflect sales load.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return and turnover are not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[74]

Timothy Plan Family of Funds

Financial Highlights

	Small Cap Value
	(Class C Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	12.63			$	9.35			$	9.82			$	8.99			$	7.83			$	11.80
Income (loss) from investment operations:
Net investment loss			(0.10	)(B)			(0.06	)(B)			(0.13	)(B)			(0.12	)			(0.09	)			(0.07	)
Net realized and unrealized gain (loss) on investments			4.77				3.34				(0.34	)(C)			0.95				1.25				(3.83	)
Total from investment operations			4.67				3.28				(0.47	)			0.83				1.16				(3.90	)
Less distributions:
From net realized gains on investments			—				—				—				—				—				(0.07	)
Total distributions			—				—				—				—				—				(0.07	)
Net asset value, end of period		$	17.30			$	12.63			$	9.35			$	9.82			$	8.99			$	7.83
Total return (D)(E)			36.98	%			35.08	%			(4.79	)%			9.23	%			14.81	%(F)			(32.99	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	7,539			$	4,937			$	3,809			$	4,186			$	3,867			$	3,901
Ratio of expenses to average net assets			2.30	%			2.34	%			2.28	%			2.34	%			2.34	%(G)			2.25	%
Ratio of net investment income (loss) to average net assets			(0.65	)%			(0.55	)%			(1.12	)%			(1.26	)%			(1.45	)%(G)			(0.70	)%
Portfolio turnover rate			73	%			65	%			102	%			64	%			57	%(F)			110	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuations in share transactions.

(D) Total return calculation does not reflect redemption fee.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return and turnover are not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[75]

Timothy Plan Family of Funds

Financial Highlights

	Small Cap Value
	(Class I Shares)
	For the Period Ended September  30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	19.68
Income (loss) from investment operations:
Net investment income (B)			(0.01	)
Net realized and unrealized gain on investments			0.62
Total from investment operations			0.61
Net asset value, end of period		$	20.29
Total return (C)			3.10	%(D)
Ratios/supplemental data:
Net assets, end of period		$	103
Ratio of expenses to average net assets			1.30	%(E)
Ratio of net investment income (loss) to average net assets			0.36	%(E)
Portfolio turnover rate			73	%(D)

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[76]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Value
	(Class A Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	14.80			$	11.83			$	11.84			$	10.72			$	9.10			$	15.48
Income (loss) from investment operations:
Net investment income			0.09	(B)			0.06	(B)			0.04	(B)			0.05				0.04				0.05
Net realized and unrealized gain (loss) on investments			3.30				2.94				(0.01	)(C)			1.12				1.58				(6.26	)
Total from investment operations			3.39				3.00				0.03				1.17				1.62				(6.21	)
Less Distributions:
From net investment income			(0.05	)			(0.03	)			(0.04	)			(0.05	)			—				(0.03	)
From net realized gains on investments			—				—				—				—				—				(0.14	)
Total distributions			(0.05	)			(0.03	)			(0.04	)			(0.05	)			—				(0.17	)
Net asset value, end of period		$	18.14			$	14.80			$	11.83			$	11.84			$	10.72			$	9.10
Total return (D)(E)			23.00	%			25.39	%			0.20	%			10.94	%			17.80	%(F)			(40.05	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	114,657			$	100,632			$	78,255			$	80,700			$	82,784			$	69,695
Ratio of expenses to average net assets			1.49	%			1.57	%			1.51	%			1.58	%			1.57	%(G)			1.51	%
Ratio of net investment income (loss) to average net assets			0.55	%			0.42	%			0.33	%			0.39	%			0.57	%(G)			0.39	%
Portfolio turnover rate			64	%			7	%			19	%			38	%			32	%(F)			77	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuations in share transactions.

(D) Total return calculation does not reflect sales load.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return and turnover are not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[77]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Value
	(Class C Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	13.20			$	10.61			$	10.68			$	9.73			$	8.31			$	14.24
Income (loss) from investment operations:
Net investment loss			(0.03	)(B)			(0.04	)(B)			(0.05	)(B)			(0.05	)			(0.01	)			(0.04	)
Net realized and unrealized gain (loss) on investments			2.95				2.63				—	(C)			1.03				1.43				(5.73	)
Total from investment operations			2.92				2.59				(0.05	)			0.98				1.42				(5.77	)
Less Distributions:
From net investment income			—				—				(0.02	)			(0.03	)			—				(0.02	)
From net realized gains on investments			—				—				—				—				—				(0.14	)
Total distributions			—				—				(0.02	)			(0.03	)			—				(0.16	)
Net asset value, end of period		$	16.12			$	13.20			$	10.61			$	10.68			$	9.73			$	8.31
Total return (D)(E)			22.12	%			24.41	%			(0.52	)%			10.12	%			17.09	%(F)			(40.49	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	13,649			$	10,669			$	8,903			$	9,484			$	9,552			$	8,544
Ratio of expenses to average net assets			2.23	%			2.32	%			2.26	%			2.33	%			2.32	%(G)			2.26	%
Ratio of net investment income (loss) to average net assets			(0.19	)%			(0.32	)%			(0.43	)%			(0.35	)%			(0.18	)%(G)			(0.35	)%
Portfolio turnover rate			64	%			7	%			19	%			38	%			32	%(F)			77	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not agree to the aggregate gains and losses in the Statement of Operations due to the fluctuations in share transactions.

(D) Total return calculation does not reflect redemption fee.

(E) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(F) For periods of less than one full year, total return and turnover are not annualized.

(G) Annualized.

The accompanying notes are an integral part of these financial statements.

[78]

Timothy Plan Family of Funds

Financial Highlights

	Large/Mid Cap Value
	(Class I Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	18.19
Income (loss) from investment operations:
Net investment income (B)			0.03
Net realized and unrealized loss on investments			(0.09	)
Total from investment operations			(0.06	)
Less Distributions:
From net investment income			—
From net realized gains on investments			—
From return of capital			—
Total distributions			—
Net asset value, end of period		$	18.13
Total return (C)			(0.33	)%(D)
Ratios/supplemental data:
Net assets, end of period		$	100
Ratio of expenses to average net assets			1.24	%(E)
Ratio of net investment income (loss) to average net assets			0.80	%(E)
Portfolio turnover rate			64	%(D)

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[79]

Timothy Plan Family of Funds

Financial Highlights

	Fixed Income
	(Class A Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	10.87			$	10.72			$	10.56			$	10.14			$	9.56			$	9.99
Income (loss) from investment operations:
Net investment income			0.18	(B)			0.22	(B)			0.28	(B)			0.29	(B)			0.24				0.43
Net realized and unrealized gain (loss) on investments			(0.49	)			0.18				0.18				0.42				0.58				(0.43	)
Total from investment operations			(0.31	)			0.40				0.46				0.71				0.82				—
Less distributions:
From net investment income			(0.13	)			(0.22	)			(0.30	)			(0.29	)			(0.24	)			(0.43	)
From return of capital			—				(0.03	)			—				—				—				—
Total distributions			(0.13	)			(0.25	)			(0.30	)			(0.29	)			(0.24	)			(0.43	)
Net asset value, end of period		$	10.43			$	10.87			$	10.72			$	10.56			$	10.14			$	9.56
Total return (C)(D)			(2.82	)%			3.73	%			4.42	%			7.07	%			8.70	%(E)			(0.05	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	67,558			$	74,685			$	59,405			$	58,831			$	48,074			$	37,367
Ratios to average net assets
Expenses, before waiver and reimbursement			1.27	%			1.31	%			1.27	%			1.36	%			1.35	%(F)			1.29	%
Expenses, net waiver and reimbursement			1.12	%			1.16	%			1.15	%			1.21	%			1.20	%(F)			1.14	%
Net investment income (loss), before waiver and reimbursement			1.54	%			1.86	%			2.58	%			2.63	%			3.24	%(F)			4.11	%
Net investment income (loss), net waiver and reimbursement			1.69	%			2.01	%			2.71	%			2.78	%			3.39	%(F)			4.26	%
Portfolio turnover rate			25	%			19	%			22	%			26	%			22	%(E)			35	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[80]

Timothy Plan Family of Funds

Financial Highlights

	Fixed Income
	(Class C Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	10.51			$	10.38			$	10.22			$	9.82			$	9.28			$	9.69
Income (loss) from investment operations:
Net investment income			0.10	(B)			0.13	(B)			0.20	(B)			0.21				0.18				0.33
Net realized and unrealized gain (loss) on investments			(0.48	)			0.17				0.17				0.41				0.56				(0.40	)
Total from investment operations			(0.38	)			0.30				0.37				0.62				0.74				(0.07	)
Less distributions:
From net investment income			(0.06	)			(0.14	)			(0.21	)			(0.22	)			(0.20	)			(0.34	)
From return of capital			—				(0.03	)			—				—				—				—
Total distributions			(0.06	)			(0.17	)			(0.21	)			(0.22	)			(0.20	)			(0.34	)
Net asset value, end of period		$	10.07			$	10.51			$	10.38			$	10.22			$	9.82			$	9.28
Total return (C)(D)			(3.57	)%			2.88	%			3.68	%			6.36	%			8.02	%(E)			(0.72	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	7,958			$	8,997			$	8,265			$	8,438			$	5,212			$	2,883
Ratios to average net assets
Expenses, before waiver and reimbursement			2.03	%			2.06	%			2.23	%			2.12	%			2.10	%(F)			2.06	%
Expenses, net waiver and reimbursement			1.88	%			1.91	%			1.90	%			1.97	%			1.95	%(F)			1.91	%
Net investment income (loss), before waiver and reimbursement			0.79	%			1.12	%			1.61	%			1.88	%			2.50	%(F)			3.33	%
Net investment income (loss), net waiver and reimbursement			0.94	%			1.27	%			1.95	%			2.03	%			2.65	%(F)			3.48	%
Portfolio turnover rate			25	%			19	%			22	%			26	%			22	%(E)			35	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[81]

Timothy Plan Family of Funds

Financial Highlights

	Fixed Income
	(Class I Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	10.35
Income (loss) from investment operations:
Net investment income (B)			0.04
Net realized and unrealized gain on investments			0.05
Total from investment operations			0.09
Less distributions:
From net investment income			(0.10	)
Total distributions			(0.10	)
Net asset value, end of period		$	10.34
Total return (C)			0.90	%(D)
Ratios/supplemental data:
Net assets, end of period		$	101
Ratios to average net assets
Expenses, before waiver and reimbursement			1.02	%(E)
Expenses, net waiver and reimbursement			0.87	%(E)
Net investment income (loss), before waiver and reimbursement			1.79	%(E)
Net investment income (loss), net waiver and reimbursement			1.94	%(E)
Portfolio turnover rate			25	%(D)

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[82]

Timothy Plan Family of Funds

Financial Highlights

	High Yield Bond
	(Class A Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December  31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	9.46			$	8.71			$	9.10			$	8.46			$	6.23			$	9.53
Income (loss) from investment operations:
Net investment income			0.49	(B)			0.54	(B)			0.54	(B)			0.60				0.48				0.61
Net realized and unrealized gain (loss) on investments			(0.08	)			0.76				(0.39	)			0.63				2.23				(3.30	)
Total from investment operations			0.41				1.30				0.15				1.23				2.71				(2.69	)
Less Distributions:
From net investment income			(0.47	)			(0.53	)			(0.54	)			(0.59	)			(0.48	)			(0.60	)
From net realized gains on investments			—				—				—				—				—				(0.01	)
From return of capital			—				(0.02	)			—				—				—				—
Total distributions			(0.47	)			(0.55	)			(0.54	)			(0.59	)			(0.48	)			(0.61	)
Net asset value, end of period		$	9.40			$	9.46			$	8.71			$	9.10			$	8.46			$	6.23
Total return (C)(D)			4.42	%			15.17	%			1.48	%			14.98	%			45.11	%(E)			(29.55	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	35,578			$	33,392			$	23,110			$	21,617			$	18,740			$	13,283
Ratio of expenses to average net assets			1.33	%			1.39	%			1.30	%			1.43	%			1.46	%(F)			1.41	%
Ratio of net investment income (loss) to average net assets			5.13	%			5.84	%			5.81	%			6.72	%			8.75	%(F)			7.06	%
Portfolio turnover rate			56	%			24	%			60	%			40	%			34	%(E)			28	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[83]

Timothy Plan Family of Funds

Financial Highlights

	High Yield Bond
	(Class C Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December  31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	9.55			$	8.79			$	9.17			$	8.51			$	6.29			$	9.60
Income (loss) from investment operations:
Net investment income			0.43	(B)			0.47	(B)			0.47	(B)			0.53	(B)			0.43	(B)			0.53
Net realized and unrealized gain (loss) on investments			(0.09	)			0.77				(0.39	)			0.66				2.24				(3.33	)
Total from investment operations			0.34				1.24				0.08				1.19				2.67				(2.80	)
Less Distributions:
From net investment income			(0.41	)			(0.46	)			(0.46	)			(0.53	)			(0.45	)			(0.50	)
From net realized gains on investments			—				—				—				—				—				(0.01	)
From return of capital			—				(0.02	)			—				—				—				—
Total distributions			(0.41	)			(0.48	)			(0.46	)			(0.53	)			(0.45	)			(0.51	)
Net asset value, end of period		$	9.48			$	9.55			$	8.79			$	9.17			$	8.51			$	6.29
Total return (C)(D)			3.54	%			14.33	%			0.72	%			14.36	%			43.90	%(E)			(30.17	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	2,236			$	1,683			$	1,194			$	1,039			$	547			$	141
Ratio of expenses to average net assets			2.07	%			2.14	%			2.05	%			2.18	%			2.20	%(F)			2.14	%
Ratio of net investment income (loss) to average net assets			4.39	%			5.08	%			5.06	%			5.99	%			7.55	%(F)			6.26	%
Portfolio turnover rate			56	%			24	%			60	%			40	%			34	%(E)			28	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends. Total return would have been higher or lower if certain expenses had not been reimbursed, waived or recouped.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[84]

Timothy Plan Family of Funds

Financial Highlights

	High Yield Bond
	(Class I Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	9.48
Income (loss) from investment operations:
Net investment income (B)			0.07
Net realized and unrealized loss on investments			(0.06	)
Total from investment operations			0.01
Less Distributions:
From net investment income			(0.09	)
Total distributions			(0.09	)
Net asset value, end of period		$	9.40
Total return (C)			0.15	%(D)
Ratios/supplemental data:
Net assets, end of period		$	100
Ratio of expenses to average net assets			1.08	%(E)
Ratio of net investment income (loss) to average net assets			5.38	%(E)
Portfolio turnover rate			56	%(D)

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[85]

Timothy Plan Family of Funds

Financial Highlights

	Israel Common Values
	(Class A Shares)
	For the Year Ended September 30, 2013				For the Period Ended September 30, 2012 (A)
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	10.17			$	10.00
Income (loss) from investment operations:
Net investment loss (B)			(0.06	)			(0.15	)
Net realized and unrealized gain on investments			2.58				0.32
Total from investment operations			2.52				0.17
Less Distributions:
From net investment income			—				—
From net realized gains on investments			—				—
Total distributions			—				—
Net asset value, end of period		$	12.69			$	10.17
Total return (C)(D)			24.78	%			1.80	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	10,295			$	7,983
Ratio of expenses to average net assets			2.24	%			2.82	%(F)
Ratio of net investment income (loss) to average net assets			(0.57	%)			(1.48	%)(F)
Portfolio turnover rate			30	%			37	%(E)

(A) For the period October 12, 2011 (Commencement of Operations) to September 30, 2012.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[86]

Timothy Plan Family of Funds

Financial Highlights

	Israel Common Values
	(Class C Shares)
	For the Year Ended September 30, 2013				For the Period Ended September 30, 2012 (A)
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	10.09			$	10.00
Income (loss) from investment operations:
Net investment loss (B)			(0.13	)			(0.22	)
Net realized and unrealized gain on investments			2.54				0.31
Total from investment operations			2.41				0.09
Less Distributions:
From net investment income			—				—
From net realized gains on investments			—				—
Total distributions			—				—
Net asset value, end of period		$	12.50			$	10.09
Total return (C)(D)			23.89	%			1.00	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	943			$	217
Ratio of expenses to average net assets			2.99	%			3.53	%(F)
Ratio of net investment income (loss) to average net assets			(1.32	%)			(2.21	%)(F)
Portfolio turnover rate			30	%			37	%(E)

(A) For the period October 12, 2011 (Commencement of Operations) to September 30, 2012.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[87]

Timothy Plan Family of Funds

Financial Highlights

	Israel Common Values
	(Class I Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	12.21
Income (loss) from investment operations:
Net investment loss (B)			0.01
Net realized and unrealized gain on investments			0.45
Total from investment operations			0.46
Less Distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	12.67
Total return (C)			3.77	%(D)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	104
Ratio of expenses to average net assets			1.99	%(E)
Ratio of net investment income (loss) to average net assets			(0.32	%)(E)
Portfolio turnover rate			30	%(D)

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[88]

Timothy Plan Family of Funds

Financial Highlights

	Defensive Strategies
	(Class A Shares)
	For the Year Ended September 30,												For the Period Ended September 30, 2010 (A)
	2013				2012				2011
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	12.12			$	11.28			$	10.70			$	10.00
Income (loss) from investment operations:
Net investment income			0.06	(B)			0.02	(B)			0.09	(B)			0.02
Net realized and unrealized gain (loss) on investments			(1.04	)			1.62				0.54				1.08
Total from investment operations			(0.98	)			1.64				0.63				1.10
Less distributions:
From net investment income			—				(0.10	)			—				—
From net realized gains on investments			(0.02	)			(0.66	)			(0.05	)			(0.21	)
From return of capital			—				(0.04	)			—				(0.19	)
Total distributions			(0.02	)			(0.80	)			(0.05	)			(0.40	)
Net asset value, end of period		$	11.12			$	12.12			$	11.28			$	10.70
Total return (C)(D)			(8.09	)%			14.87	%			5.88	%			10.97	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	51,859			$	52,529			$	43,670			$	23,360
Ratio of expenses to average net assets			1.26	%			1.33	%			1.29	%			1.51	%(F)
Ratio of net investment income (loss) to average net assets			0.52	%			0.20	%			0.75	%			0.13	%(F)
Portfolio turnover rate			56	%			247	%			64	%			41	%(E)

(A) For the period November 4, 2009 (Commencement of Operations) to September 30, 2010.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[89]

Timothy Plan Family of Funds

Financial Highlights

	Defensive Strategies
	(Class C Shares)
	For the Year Ended September 30,												For the Period Ended September 30, 2010 (A)
	2013				2012				2011
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	11.88			$	11.09			$	10.58			$	10.00
Income (loss) from investment operations:
Net investment income (loss)			(0.03	)(B)			(0.07	)(B)			0.02	(B)			(0.06	)
Net realized and unrealized gain (loss) on investments			(1.01	)			1.58				0.54				1.08
Total from investment operations			(1.04	)			1.51				0.56				1.02
Less distributions:
From net investment income			—				(0.02	)			—				—
From net realized gains on investments			(0.02	)			(0.66	)			(0.05	)			(0.21	)
From return of capital			—				(0.04	)			—				(0.23	)
Total distributions			(0.02	)			(0.72	)			(0.05	)			(0.44	)
Net asset value, end of period		$	10.82			$	11.88			$	11.09			$	10.58
Total return (C)(D)			(8.75	)%			13.91	%			5.28	%			10.18	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	16,718			$	18,801			$	13,100			$	5,527
Ratio of expenses to average net assets			2.02	%			2.09	%			2.03	%			2.28	%(F)
Ratio of net investment income (loss) to average net assets			(0.25	)%			(0.60	)%			0.15	%			(0.64	)%(F)
Portfolio turnover rate			56	%			247	%			64	%			41	%(E)

(A) For the period November 4, 2009 (Commencement of Operations) to September 30, 2010.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[90])

Timothy Plan Family of Funds

Financial Highlights

	Defensive Strategies
	(Class I Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	11.11
Income (loss) from investment operations:
Net investment income (B)			0.01
Net realized and unrealized loss on investments			(0.01	)
Total from investment operations			0.00
Less distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	11.11
Total return (C)			0.00	%(D)
Ratios/supplemental data:
Net assets, end of period		$	100
Ratio of expenses to average net assets			1.01	%(E)
Ratio of net investment income (loss) to average net assets			0.77	%(E)
Portfolio turnover rate			56	%(D)

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[91]

Timothy Plan Family of Funds

Financial Highlights

	Strategic Growth
	(Class A Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	7.44			$	6.27			$	6.49			$	5.97			$	4.86			$	9.12
Income (loss) from investment operations:
Net investment income (loss)			0.02	(B)			0.04	(B)			(0.02	)(B)			0.02				(0.01	)			0.01
Net realized and unrealized gain (loss) on investments			0.93				1.13				(0.19	)			0.50				1.12				(3.66	)
Total from investment operations			0.95				1.17				(0.21	)			0.52				1.11				(3.65	)
Less Distributions:
From net investment income			(0.05	)			—				—				—				—				(0.09	)
From net realized gains on investments			—				—				—				—				—				(0.52	)
From return of capital			—				—				(0.01	)			—				—				—
Total distributions			(0.05	)			—				(0.01	)			—				—				(0.61	)
Net asset value, end of period		$	8.34			$	7.44			$	6.27			$	6.49			$	5.97			$	4.86
Total return (C)(D)			12.78	%			18.66	%			(3.29	)%			8.71	%			22.84	%(G)			(39.82	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	34,466			$	32,250			$	31,269			$	34,098			$	30,066			$	25,440
Ratio of expenses to average net assets (E)			1.08	%			1.15	%			1.05	%			1.11	%			1.11	%(H)			1.03	%
Ratio of net investment income (loss) to average net assets (E)(F)			0.24	%			(0.60	)%			(0.23	)%			0.30	%			(0.25	)%(H)			0.12	%
Portfolio turnover rate			19	%			33	%			22	%			25	%			5	%(G)			17	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F) Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(G) For periods of less than one full year, total return and turnover are not annualized.

(H) Annualized.

The accompanying notes are an integral part of these financial statements.

[92]

Timothy Plan Family of Funds

Financial Highlights

	Strategic Growth
	(Class C Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	6.87			$	5.82			$	6.09			$	5.64			$	4.62			$	8.70
Income (loss) from investment operations:
Net investment loss			(0.04	)(B)			(0.01	)(B)			(0.07	)(B)			(0.03	)			(0.04	)			(0.05	)
Net realized and unrealized gain (loss) on investments			0.86				1.06				(0.20	)			0.48				1.06				(3.47	)
Total from investment operations			0.82				1.05				(0.27	)			0.45				1.02				(3.52	)
Less Distributions:
From net investment income			—				—				—				—				—				(0.04	)
From net realized gains on investments			—				—				—				—				—				(0.52	)
Total distributions			—				—				—				—				—				(0.56	)
Net asset value, end of period		$	7.69			$	6.87			$	5.82			$	6.09			$	5.64			$	4.62
Total return (C)(D)			11.94	%			18.04	%			(4.43	)%			7.98	%			22.08	%(G)			(40.32	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	7,668			$	6,836			$	6,446			$	6,950			$	7,608			$	6,423
Ratio of expenses to average net assets (E)			1.83	%			1.90	%			1.82	%			1.86	%			1.85	%(H)			1.78	%
Ratio of net investment income (loss) to average net assets (E)(F)			(0.52	)%			(0.22	)%			(1.00	)%			(0.46	)%			(1.00	)%(H)			(0.61	)%
Portfolio turnover rate			19	%			33	%			22	%			25	%			5	%(G)			17	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F) Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(G) For periods of less than one full year, total return and turnover are not annualized.

(H) Annualized.

The accompanying notes are an integral part of these financial statements.

[93]

Timothy Plan Family of Funds

Financial Highlights

	Conservative Growth
	(Class A Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	9.95			$	8.80			$	8.83			$	8.25			$	6.94			$	10.49
Income (loss) from investment operations:
Net investment income			0.03	(B)			0.07	(B)			0.04	(B)			0.09				0.04				0.13
Net realized and unrealized gain (loss) on investments			0.61				1.09				0.01				0.60				1.27				(3.18	)
Total from investment operations			0.64				1.16				0.05				0.69				1.31				(3.05	)
Less Distributions:
From net investment income			(0.08	)			(0.01	)			(0.08	)			(0.11	)			—				(0.15	)
From net realized gains on investments			—				—				—				—				—				(0.35	)
Total distributions			(0.08	)			(0.01	)			(0.08	)			(0.11	)			—				(0.50	)
Net asset value, end of period		$	10.51			$	9.95			$	8.80			$	8.83			$	8.25			$	6.94
Total return (C)(D)			6.44	%			13.22	%			0.50	%			8.47	%			18.88	%(G)			(28.88	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	44,238			$	40,042			$	35,331			$	35,031			$	33,128			$	26,206
Ratio of expenses to average net assets (E)			1.05	%			1.11	%			1.05	%			1.13	%			1.10	%(H)			1.02	%
Ratio of net investment income (loss) to average net assets (E)(F)			0.25	%			0.71	%			0.48	%			1.07	%			0.82	%(H)			1.36	%
Portfolio turnover rate			22	%			32	%			23	%			31	%			16	%(G)			26	%

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F) Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(G) For periods of less than one full year, total return and turnover are not annualized.

(H) Annualized.

The accompanying notes are an integral part of these financial statements.

[94]

Timothy Plan Family of Funds

Financial Highlights

	Conservative Growth
	(Class C Shares)
	For the Year Ended September 30,																For the Period Ended September 30, 2009 (A)				For the Year Ended December 31, 2008
	2013				2012				2011				2010
Selected data based on a share outstanding throughout each period
Net asset value, beginning of period		$	9.27			$	8.24			$	8.32			$	7.83			$	6.61			$	10.02
Income (loss) from investment operations:
Net investment income (loss)			(0.05	)(B)			(0.01	)(B)			(0.02	)(B)			0.02				—	*			0.06
Net realized and unrealized gain (loss) on investments			0.57				1.04				—	*			0.57				1.22				(3.03	)
Total from investment operations			0.52				1.03				(0.02	)			0.59				1.22				(2.97	)
Less Distributions:
From net investment income			—				—				(0.06	)			(0.10	)			—				(0.09	)
From net realized gains on investments			—				—				—				—				—				(0.35	)
Total distributions			—				—				(0.06	)			(0.10	)			—				(0.44	)
Net asset value, end of period		$	9.79			$	9.27			$	8.24			$	8.32			$	7.83			$	6.61
Total return (C)(D)			5.61	%			12.50	%			(0.25	)%			7.57	%			18.46	%(G)			(29.45	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	10,419			$	9,191			$	7,963			$	7,365			$	7,500			$	6,438
Ratio of expenses to average net assets (E)			1.80	%			1.86	%			1.80	%			1.88	%			1.85	%(H)			1.77	%
Ratio of net investment income (loss) to average net assets (E)(F)			(0.50	)%			(0.06	)%			(0.27	)%			0.29	%			0.05	%(H)			0.72	%
Portfolio turnover rate			22	%			32	%			23	%			31	%			16	%(G)			26	%

* Amount is less than $0.005 per share.

(A) The Fund elected to change its fiscal year end from December to September. The information presented is for January 1, 2009 through September 30, 2009.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) These ratios exclude the impact of expenses of the underlying security holdings as represented in the Schedule of Investments.

(F) Recognition of net investment income (loss) by the Fund is affected by the timing of the declaration of dividends by the underlying investment companies in which the Fund invests.

(G) For periods of less than one full year, total return and turnover are not annualized.

(H) Annualized.

The accompanying notes are an integral part of these financial statements.

[95]

Timothy Plan Family of Funds

Financial Highlights

	Emerging Markets
	(Class A Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	10.00
Income (loss) from investment operations:
Net investment loss (B)			(0.08	)
Net realized and unrealized gain on investments			0.61
Total from investment operations			0.53
Less distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	10.53
Total return (C)(D)			5.30	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	8,675
Ratio of expenses to average net assets			3.03	%(F)
Ratio of net investment income (loss) to average net assets			(0.95	%)(F)
Portfolio turnover rate			19	%(E)

(A) For the period December 3, 2012 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect sales load.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[96]

Timothy Plan Family of Funds

Financial Highlights

	Emerging Markets
	(Class C Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	10.00
Income (loss) from investment operations:
Net investment loss (B)			(0.12	)
Net realized and unrealized gain on investments			0.60
Total from investment operations			0.48
Less distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	10.48
Total return (C)(D)			4.80	%(E)
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$	291
Ratio of expenses to average net assets			3.76	%(F)
Ratio of net investment income (loss) to average net assets			(1.39	%)(F)
Portfolio turnover rate			19	%(E)

(A) For the period December 3, 2012 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return calculation does not reflect redemption fee.

(D) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(E) For periods of less than one full year, total return and turnover are not annualized.

(F) Annualized.

The accompanying notes are an integral part of these financial statements.

[97]

Timothy Plan Family of Funds

Financial Highlights

	Emerging Markets
	(Class I Shares)
	For the Period Ended September 30, 2013 (A)
Selected data based on a share outstanding throughout the period
Net asset value, beginning of period		$	9.96
Income (loss) from investment operations:
Net investment income (B)			—	*
Net realized and unrealized gain on investments			0.57
Total from investment operations			0.57
Less distributions:
From net investment income			—
From net realized gains on investments			—
Total distributions			—
Net asset value, end of period		$	10.53
Total return (C)			5.72	%(D)
Ratios/supplemental data:
Net assets, end of period		$	106
Ratio of expenses to average net assets			2.78	%(E)
Ratio of net investment income (loss) to average net assets			(0.70	%)(E)
Portfolio turnover rate			19	%(D)

* Amount is less than $0.005 per share.

(A) For the period August 1, 2013 (Commencement of Operations) to September 30, 2013.

(B) Per share amounts calculated using average shares method, which more appropriately presents the per share data for the period.

(C) Total return in the above table represents the rate that the investor would have earned or lost on an investment in the Fund assuming reinvestment of dividends.

(D) For periods of less than one full year, total return and turnover are not annualized.

(E) Annualized.

The accompanying notes are an integral part of these financial statements.

[98]

Notes to Financial Statements

September 30, 2013

Timothy Plan Family of Funds

Note 1 | Significant Accounting Policies

The Timothy Plan (the “Trust”) is organized as a series of a Delaware business trust pursuant to a trust agreement dated December 16, 1993. The Trust is registered under the Investment Company Act of 1940, as amended, as an open-end diversified management investment company. As of September 30, 2013, the Trust consisted of fourteen series. These financial statements include the following twelve series: Timothy Plan Aggressive Growth Fund, Timothy Plan International Fund, Timothy Plan Large/Mid Cap Growth Fund, Timothy Plan Small Cap Value Fund, Timothy Plan Large/Mid Cap Value Fund, Timothy Plan Fixed Income Fund, Timothy Plan High Yield Bond Fund, Timothy Plan Defensive Strategies Fund, Timothy Plan Israel Common Values Fund, Timothy Plan Strategic Growth Fund, Timothy Plan Conservative Growth Fund and Timothy Plan Emerging Markets Fund (the “Funds”).

The Timothy Plan Aggressive Growth Fund’s investment objective is long-term growth of capital. The Fund seeks to achieve its investment objective by normally investing at least 80% of the Fund’s total assets in U.S. common stocks without regard to market capitalizations and investing in the securities of a limited number of companies which the Fund’s Advisor believes show a high probability for superior growth.

The Timothy Plan International Fund’s investment objective is long-term growth of capital. The Fund seeks to achieve its investment objective by normally investing at least 80% of the Fund’s total assets in the common stock and similar securities of foreign companies through the purchase of American Depositary Receipts (“ADRs”) without regard to market capitalization, investing its assets in the ADRs of companies which the Fund’s investment manager believes show a high probability for superior growth, and allocating investments across countries and regions considering the size of the market in each country and region relative to the size of the international market as a whole. Although the Fund maintains a diversified investment portfolio, the political or economic developments within a particular country or region may have an adverse effect on the ability of domiciled issuers to meet their obligations. Additionally, political or economic developments may have an effect on the liquidity and volatility of portfolio securities and currency holdings.

The Timothy Plan Large/Mid Cap Growth Fund’s investment objective is long-term growth of capital. Current income is not a significant investment consideration and any such income realized will be considered incidental to the Fund’s investment objective. The Fund seeks to achieve its investment objective by normally investing at least 80% of the Fund’s total assets in U.S. common stocks with market capitalizations in excess of $2 billion.

The Timothy Plan Small Cap Value Fund’s primary objective is long-term capital growth, with a secondary objective of current income. The Fund seeks to achieve its investment objective by primarily investing at least 80% of its assets in U.S. common stocks whose market capitalization is generally less than $2 billion.

The Timothy Plan Large/Mid Cap Value Fund’s investment objective is long-term capital growth, with a secondary objective of current income. The Fund seeks to achieve its investment objective by primarily investing in U.S. common stocks. The Fund will invest at least 80% of its assets in the common stock of companies whose total market capitalization generally exceeds $2 billion.

The Timothy Plan Fixed Income Fund seeks to generate a high level of current income consistent with prudent investment risk. To achieve its investment objective, the Fund normally invests in a diversified portfolio of debt securities. These include corporate bonds, U.S. Government and agency securities, convertible securities and preferred securities. The Fund will generally only purchase high quality securities.

The Timothy Plan High Yield Bond Fund’s investment objective is to generate a high level of current income. To achieve its investment objective, the Fund normally invests in a diversified portfolio of debt securities. These include corporate bonds, U.S. Government and agency securities, convertible securities and preferred securities. The Fund will generally purchase securities that are not investment-grade, meaning securities with a rating of “BBB” or lower as rated by Standard and Poor’s or a comparable rating by another nationally recognized rating agency. Investments in these higher yielding securities are generally accompanied by a greater degree of credit risk than higher rated securities. Additionally, lower rated securities may be more susceptible to adverse economic and competitive industry conditions than investment-grade securities.

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The Timothy Plan Defensive Strategies Fund’s investment objective is the protection of principal through aggressive, proactive reactions to prevailing economic conditions. To achieve its investment objective, the Fund normally invests in Real Estate Investment Trusts (“REITs”), commodities based Exchange-Traded Funds (“ETFs”), and Treasury Inflation Protected Securities (“TIPS”).

The Timothy Israel Common Values Fund seeks to provide long-term growth of capital. This Fund seeks to achieve its investment objectives by normally investing at least 80% of the Fund’s total assets in the common stock of companies domiciled and/or headquartered in Israel through the purchase of American Depository Receipts (ADRs) and direct investments in such companies on foreign stock exchanges, without regard to market capitalizations.

The Timothy Plan Strategic Growth Fund seeks to generate medium to high levels of long-term capital growth. The Fund seeks to achieve its investment objective by normally investing at least 75% of its net assets in the following Funds which are other series of the Trust: approximately 5-10% of its net assets in the Timothy Plan Small Cap Value Fund; approximately 15-25% of its net assets in the Timothy Plan Large/Mid Cap Value Fund; approximately 15-25% of its net assets in the Timothy Plan Large/Mid Cap Growth Fund; approximately 5-15% of its net assets in the Timothy Plan High Yield Bond Fund; approximately 20-30% of its net assets in the Timothy Plan International Fund; approximately 5%-10% of its net assets in the Timothy Plan Aggressive Growth Fund; approximately 5%-15% of its net assets in the Timothy Plan Defensive Strategies Fund; approximately 5-10% of its net assets in the Timothy Plan Israel Common Values Fund; and approximately 5%-10% of its net assets in the Timothy Plan Emerging Markets Fund.

The Timothy Plan Conservative Growth Fund seeks to generate moderate levels of long-term capital growth with a secondary objective of current income. The Fund seeks to achieve its investment objective by normally investing at least 75% of its net assets in the following Funds which are other series of the Trust: approximately 0-10% of its net assets in the Timothy Plan Small Cap Value Fund; approximately 10-20% of its net assets in the Timothy Plan Large/Mid Cap Value Fund; approximately 5-15% of its net assets in the Timothy Plan Large/Mid Cap Growth Fund; approximately 0-5% of its net assets in the Timothy Plan Aggressive Growth Fund; approximately 5-15% of its net assets in the Timothy Plan High Yield Bond Fund; approximately 5-15% of its net assets in the Timothy Plan International Fund; approximately 20%-40% of its net assets in the Timothy Plan Fixed Income Fund; approximately 10-30% of its net assets in the Timothy Plan Defensive Strategies Fund; approximately 0-5% of its net assets in the Timothy Plan Israel Common Values Fund; and approximately 0-5% of its net assets in the Timothy Plan Emerging Markets Fund.

The Emerging Markets Fund commenced operations on December 3, 2012. The Fund’s investment objective is long-term growth of capital. The Fund seeks to achieve its investment objectives by normally investing at least 80% of the Fund’s total assets in the common stock of companies domiciled and/or headquartered in countries that the Sub Advisor believes are experiencing rapid or above average growth or industrialization through the purchase of American Depository Receipts (ADRs) and direct investments in such companies on foreign stock exchanges, without regard to market capitalizations.

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for investment companies.

A. SECURITY VALUATION AND FAIR VALUE MEASUREMENTS

All investments in securities are recorded at their estimated fair value as described in Note 2.

B. INVESTMENT INCOME AND SECURITIES TRANSACTIONS

Security transactions are accounted for on the date the securities are purchased or sold (trade date). Dividend income is recognized on the ex-dividend date. Interest income and expenses are recognized on an accrual basis. The Timothy Plan Aggressive Growth Fund, Large/Mid Cap Growth Fund, Large/Mid Cap Value Fund, Small Cap Value Fund, Israel Common Values Fund, Defensive Strategies Fund and Emerging Markets Fund have made certain investments in REITs and Master Limited Partnerships (“MLPs”). Dividend income from REITs and MLPs is recognized on the ex-dividend date. It is common

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for distributions from REITs and MLPs to exceed taxable earnings and profits, resulting in the excess portion of such dividends being designated as a return of capital. Income or loss from the MLPs is reclassified upon receipt of the MLPs’ K-1. The calendar year-end amounts of ordinary income, capital gains, and return of capital included in distributions received from the Funds’ investments in real estate investment trusts (“REITS”) are reported to the Funds after the end of the calendar year; accordingly, the Funds estimate these amounts for accounting purposes until the characterization of REIT distributions is reported to the Funds after the end of the calendar year. Estimates are based on the most recent REIT distribution information available. Withholding taxes on foreign dividends have been provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates. Discounts and premiums on securities purchased are amortized over the lives of the respective securities. The ability of issuers of debt securities held by the Funds to meet their obligations may be affected by economic and political developments in a specific country or region.

C. FOREIGN CURRENCY

Investment securities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included in the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds’ books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

D. NET ASSET VALUE PER SHARE

The Net Asset Value (“NAV”) per share of the capital stock of the Funds is determined daily as of the close of trading on the New York Stock Exchange by dividing the value of its net assets by the number of Fund shares outstanding. The NAV is calculated separately for each class of each Fund in the Trust. The net asset value of the classes may differ because of different fees and expenses charged to each class.

E. EXPENSES

Expenses incurred by the Trust that do not relate to a specific Fund of the Trust are allocated to the individual Funds based on each Fund’s relative net assets or another appropriate basis as determined by the Board of Trustees (the “Board”).

F. CLASSES

There are three classes of shares currently offered by the Trust: Class A shares are offered with a front-end sales charge and ongoing service/distribution fees; Class C shares are offered with a contingent deferred sales charge (“CDSC”) that ends after the first year and ongoing service and distribution fees; Class I shares, which commenced operations on August 1, 2013, are offered without any sales charges or ongoing service distribution fees.

Class specific expenses are borne by each specific class. Income, expenses, and realized and unrealized gains/losses are allocated to the respective classes on the basis of relative daily net assets.

G. USE OF ESTIMATES

In the preparation of financial statements in conformity with GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Notes to Financial Statements

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H. FEDERAL INCOME TAXES

It is the policy of each Fund to continue to comply with all requirements under subchapter M of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Each Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income or gains. Therefore, no federal income tax or excise provision is required.

As of September 30, 2013, the Funds did not have a liability for any unrecognized tax benefits. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statements of operations. During the period ended September 30, 2013, the Funds did not incur any interest or penalties. The Funds are not subject to examination by U.S. federal tax authorities for tax years before 2010 and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially within the next twelve months.

I. INDEMNIFICATION

The Trust indemnifies its officers and trustees for certain liabilities that may arise from the performance of their duties to the Trust. Additionally, in the normal course of business, the Funds enter into contracts that contain a variety of representations and warranties and which provide general indemnities. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss due to these warranties and indemnities to be remote.

J. DISTRIBUTIONS TO SHAREHOLDERS

Distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. The treatment for financial reporting purposes of distributions made to shareholders during the period from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations, or Net Asset Values (NAVs) per share of the Funds. Reclassifications for the fiscal year ended September 30, 2013 are as follows:

Fund	Paid in Capital			Accumulated Undistributed Net Investment Income (Loss)			Accumulated Undistributed Net Realized Gain (Loss) on  Investments
Aggressive Growth	$	(285,904	)	$	285,387		$	517
International		-			56,305			(56,305	)
Large/Mid Cap Growth		-			157,540			(157,540	)
Small Cap Value		-			30,993			(30,993	)
Large/Mid Cap Value		-			66			(66	)
Fixed Income		-			411,490			(411,490	)
High Yield Bond		-			-			-
Israel Common Values		-			51,231			(51,231	)
Defensive Strategies		1,372			50,806			(52,178	)
Strategic Growth		-			-			-
Conservative Growth		-			(10,130	)		10,130
Emerging Markets		(3,844	)		46,270			(42,426	)

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Notes to Financial Statements

September 30, 2013

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Note 2 | Security Valuation and Fair Value Measurements

Fair value is defined as the price that a Fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes.

Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

VALUATION OF FUND OF FUNDS

A Fund may invest in portfolios of open-end or closed-end investment companies (the “Underlying Funds”). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value based upon methods established by the board of directors of the Underlying Funds.

Open-ended funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share, which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.

The Trust utilizes various methods to measure the fair value of all of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of input are:

•Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities that the Fund has the ability to access.

•Level 2 – Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument in an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

•Level 3 – Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Each Fund generally determines the total value of each class of its shares by using market prices for the securities comprising its portfolio. Equity securities, including common stock, ADRs, REITs, MLPs, ETFs and warrants are generally valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the Advisor or Sub-Advisor believes such prices more accurately reflect the fair value of such securities. Securities that are traded on any stock exchange are generally valued by the pricing service at the last quoted sale price. Lacking a last sale price, an exchange traded security is generally valued by the pricing service at its last bid price. Securities traded in the NASDAQ over-the-counter market are generally valued by the pricing service at the NASDAQ Official Closing Price. When using the market quotations or close prices provided by the pricing service and when the market is considered active, the security will be classified as a Level 1 security. When market

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quotations are not readily available, when the Advisor or Sub-Advisor determines that the market quotation or the price provided by the pricing service does not accurately reflect the current fair value, or when restricted or illiquid securities are being valued, such securities are valued as determined in good faith by the Advisor or Sub-Advisor, in conformity with guidelines adopted by and subject to review by the Board. These securities will generally be categorized as Level 3 securities.

Investments in mutual funds, including money market mutual funds, are generally priced at the ending NAV provided by the service agent of the funds. These securities will be categorized as Level 1 securities.

Fixed income securities such as corporate bonds, restricted corporate bonds, asset-backed securities, mortgage-backed securities, U.S. government securities, U.S. government agency securities and treasury inflation protected securities, when valued using market quotations in an active market, will be categorized as Level 1 securities. However, they may be valued on the basis of prices furnished by a pricing service when the Advisor or Sub-Advisor believes such prices more accurately reflect the fair value of such securities. A pricing service utilizes electronic data processing techniques based on yield spreads relating to securities with similar characteristics to determine prices for normal institutional-size trading units of debt securities without regard to sale or bid prices. These securities will generally be categorized as Level 2 securities. If the Advisor or Sub-Advisor decides that a price provided by the pricing service does not accurately reflect the fair value of the securities, when prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined in good faith by the Advisor or Sub-Advisor, in conformity with guidelines adopted by and subject to review of the Board. These securities will be categorized as Level 3 securities.

Short-term investments in fixed income securities (those with maturities of less than 60 days when acquired, or which subsequently are within 60 days of maturity) are valued by using the amortized cost method of valuation, which the Board has determined will represent fair value. These securities will be classified as Level 2 securities.

The Board has delegated to the Advisor and/or Sub-Advisors responsibility for determining the value of Fund portfolio securities under certain circumstances. Under such circumstances, the Advisor or Sub-Advisor will use its best efforts to arrive at the fair value of a security held by the Fund under all reasonably ascertainable facts and circumstances. The Advisor must prepare a report for the Board not less than quarterly containing a complete listing of any securities for which fair value pricing was employed and detailing the specific reasons for such fair value pricing. The Board has adopted written policies and procedures to guide the Advisor and Sub-Advisors with respect to the circumstances under which, and the methods to be used, in fair valuing securities.

The following is a summary of the inputs used to value each Fund’s assets as of September 30, 2013:

Aggressive Growth Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	19,595,470	$	-	$	-	$	19,595,470
REITs		65,134		-		-		65,134
Master Limited Partnerships		116,525		-		-		116,525
Money Market Fund		964,764		-		-		964,764
Total	$	20,741,893	$	-	$	-	$	20,741,893

International Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	39,253,748	$	-	$	-	$	39,253,748
Money Market Fund		1,534,760		-		-		1,534,760
Total	$	40,788,508	$	-	$	-	$	40,788,508

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Large/Mid Cap Growth Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	50,846,318	$	-	$	-	$	50,846,318
Master Limited Partnerships		252,500		-		-		252,500
Money Market Fund		1,983,876		-		-		1,983,876
Total	$	53,082,694	$	-	$	-	$	53,082,694

Small Cap Value Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	63,264,487	$	-	$	-	$	63,264,487
Master Limited Partnerships		1,661,022		-		-		1,661,022
REITs		6,677,696		-		-		6,677,696
Money Market Fund		1,414,034		-		-		1,414,034
Total	$	73,017,239	$	-	$	-	$	73,017,239

Large/Mid Cap Value Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	116,090,454	$	-	$	-	$	116,090,454
Master Limited Partnerships		1,246,292		-		-		1,246,292
REITs		6,695,511		-		-		6,695,511
Money Market Fund		4,287,834		-		-		4,287,834
Total	$	128,320,091	$	-	$	-	$	128,320,091

Fixed Income Fund

Assets	Level 1		Level 2		Level 3		Total
Corporate Bonds	$	-	$	28,027,437	$	-	$	28,027,437
Government Notes & Bonds		-		20,980,974		-		20,980,974
Government Mortgage-Backed Securities		-		23,670,537		-		23,670,537
Money Market Fund		2,260,955		-		-		2,260,955
Total	$	2,260,955	$	72,678,948	$	-	$	74,939,903

High Yield Bond Fund

Assets	Level 1		Level 2		Level 3		Total
Corporate Bonds	$	-	$	35,951,655	$	-	$	35,951,655
Money Market Fund		1,177,355		-		-		1,177,355
Total	$	1,177,355	$	35,951,655	$	-	$	37,129,010

Israel Common Values Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	10,526,078	$	-	$	-	$	10,526,078
Investment Companies		211,129		-		-		211,129
Money Market Fund		574,276		-		-		574,276
Total	$	11,311,483	$	-	$	-	$	11,311,483

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Defensive Strategies Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	16,874,405	$	-	$	-	$	16,874,405
REITs		21,212,518		-		-		21,212,518
Exchange Traded Funds		6,105,114		-		-		6,105,114
Government Mortgage-Backed Securities		-		1,258,360		-		1,258,360
Corporate Bonds		-		2,053,455		-		2,053,455
Treasury Inflation Protected Securities (TIPS)		-		19,322,372		-		19,322,372
Money Market Fund		1,663,185		-		-		1,663,185
Total	$	45,855,222	$	22,634,187	$	-	$	68,489,409

Strategic Growth Fund

Assets	Level 1		Level 2		Level 3		Total
Mutual Funds	$	39,931,447	$	-	$	-	$	39,931,447
Money Market Fund		2,216,528		-		-		2,216,528
Total	$	42,147,975	$	-	$	-	$	42,147,975

Conservative Growth Fund

Assets	Level 1		Level 2		Level 3		Total
Mutual Funds	$	51,961,940	$	-	$	-	$	51,961,940
Money Market Fund		2,816,916		-		-		2,816,916
Total	$	54,778,856	$	-	$	-	$	54,778,856

Emerging Markets Fund

Assets	Level 1		Level 2		Level 3		Total
Common Stocks	$	8,297,757	$	34,409	$	-	$	8,332,166
Preferred Stock		339,686		-		-		339,686
REITs		73,592		-		-		73,592
Money Market Fund		156,462		-		-		156,462
Total	$	8,867,497	$	34,409	$	-	$	8,901,906

Refer to the Schedules of Investments for industry classifications.

The Funds did not hold any assets at any time during the reporting period in which significant unobservable inputs were used in determining fair value; therefore, no reconciliation of Level 3 securities is included for this reporting period. The Funds did not hold any derivative instruments during the reporting period. During the year ended September 30, 2013, transfers into and out of Level 1 and Level 2 are listed in the table below. The Funds’ policy is to recognize transfers at the end of the reporting period.

The following amounts were transfers in/(out) of Level 1/Level 2 assets:

Emerging Markets Fund
	Common Stock - Urbi Desarrollos Urbanos SAB de CV		Total
Transfers into Level 2 from Level 1	$	34,409	$	34,409
Transfers from Level 2 into Level 1		-		-
Net Transfers in/(Out) of Level 2	$	34,409	$	34,409

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Notes to Financial Statements

September 30, 2013

Timothy Plan Family of Funds

There were no transfers from Level 2 to Level 1. Transfers that were made into Level 2 represent securities being fair valued using observable inputs. A quoted price was not available at the time of valuation, therefore a fair valued price using observable inputs was used. It is the Funds’ policy to recognize transfers into or out of Level 1 and Level 2 at the end of the reporting period.

Note 3 | Purchases and Sales of Securities

The following is a summary of the cost of purchases and proceeds from the sale of securities, other than short-term investments, for the fiscal year ended September 30, 2013:

	Purchases				Sales
Fund	U.S. Gov’t Obligations		Other		U.S. Gov’t Obligations		Other
Aggressive Growth	$	-	$	20,151,527	$	-	$	20,734,605
International		-		13,473,695		-		9,773,438
Large/Mid Cap Growth		-		42,846,669		-		45,059,076
Small Cap Value		-		42,979,586		-		42,900,437
Large/Mid Cap Value		-		76,124,173		-		83,407,138
Fixed Income		15,304,783		4,458,888		11,013,784		10,577,189
High Yield Bond		-		23,775,907		-		20,614,427
Israel Common Values		-		3,334,470		-		2,570,403
Defensive Strategies		9,135,472		37,006,421		7,179,705		31,730,345
Strategic Growth		-		7,405,544		-		9,914,877
Conservative Growth		-		11,569,326		-		11,129,997
Emerging Markets*		-		9,426,015		-		1,095,220

* The Emerging Markets Fund commenced operations on December 3, 2012.

Note 4 | Investment Management Fee and Other Transactions with Affiliates

Timothy Partners, Ltd., (“TPL”) is the investment advisor for the Funds pursuant to an investment advisory agreement (the “Agreement”) that was renewed by the Board on February 22, 2013. TPL supervises the investment of the assets of each Fund in accordance with the objectives, policies and restrictions of the Trust. Under the terms of the Agreement, as amended, TPL receives a fee, accrued daily and paid monthly, at an annual rate of 1.10% of the average daily net assets of the Timothy Plan Emerging Markets Fund; 1.00% of the average daily net assets of the Timothy Plan International Fund and Timothy Plan Israel Common Values Fund; 0.85% of the average daily net assets of the Timothy Plan Aggressive Growth, the Timothy Plan Small Cap Value, the Timothy Plan Large/Mid Cap Growth, and the Timothy Plan Large/Mid Cap Value Funds; 0.60% of the average daily net assets of the Timothy Plan Fixed Income, the Timothy Plan High Yield Bond, and the Timothy Plan Defensive Strategies Funds; and 0.65% of the average daily net assets of the Timothy Plan Conservative Growth and the Timothy Plan Strategic Growth Funds. TPL has voluntarily agreed to reduce the fee it receives from the Timothy Plan Fixed Income Fund to 0.45%. Such voluntary fee reductions/reimbursements may be authorized by TPL at any time, but such action shall not obligate TPL to waive any fees in the near future. Such voluntary fee reductions/reimbursements are not subject to future recoupment. An officer and trustee of the Funds is also an officer and owner of the Advisor.

For the year ended September 30, 2013, TPL waived and reimbursed the Fund as follows:

Fund	Year Ended September 30, 2013
Fixed Income	$	122,837

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September 30, 2013

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Gemini Fund Services, LLC (“GFS”) provides administrative, fund accounting, and transfer agency services to the Funds pursuant to agreements with the Trust, for which it receives from each Fund: (i) basis points in decreasing amounts as assets reach certain breakpoints; and (ii) any related out-of-pocket expenses. Fees are billed monthly as follows:

Fund Accounting and Fund Administration Fees:

Fund Complex Base annual fee:

25 basis points (0.25%) on the first $200 million of net assets

15 basis points (0.15%) on the next $200 million of net assets;

8 basis points (0.08%) on the next $600 million of net assets; and

6 basis points (0.06%) on net assets greater than $1 billion.

Transfer agency fees for the Funds are combined with the Fund Accounting and Fund Administration fees under the Trust’s agreement with GFS. Therefore, there is no separate base annual fee per Fund or share class.

An officer of the Trust is also an employee of GFS, and is not paid any fees directly by the Trust for serving in such capacity.

The Timothy Plan Aggressive Growth, Timothy Plan International, Timothy Plan Large/Mid Cap Growth, Timothy Plan Small Cap Value, Timothy Plan Large/Mid Cap Value, Timothy Plan Fixed Income, Timothy Plan High Yield Bond, Timothy Plan Defensive Strategies, Timothy Plan Israel Common Values, and Timothy Plan Emerging Markets Funds have adopted shareholder services plans (the “Plans”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. The Plans provide that the Funds will pay TPL or others for expenses that relate to the promotion or distribution of shares. Under the Class A Plan, the Funds will pay TPL a fee at an annual rate of 0.25%, payable monthly, of the average daily net assets attributable to such class of shares. Under the Class C Plan, the Funds will pay TPL a fee at an annual rate of 1.00%, payable monthly, of which, 0.25% may be a service fee and 0.75% may be payable to outside broker/dealers, of the average daily net assets attributable to such class of shares.

The Timothy Plan Conservative Growth and Timothy Plan Strategic Growth Funds have adopted shareholder services plans (the “Plans”) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. The Plans provide that the Funds will pay TPL or others for expenses that relate to the promotion or distribution of shares. Class A shares of the Funds do not impose a service fee. Under the Class C Plan, the Funds will pay TPL a fee at an annual rate of 0.75%, payable monthly to outside broker/dealers, of the average daily net assets attributable to such class of shares.

For the year ended September 30, 2013, the Funds paid TPL under the terms of the Plans as follows:

Fund	12b-1 Fees
	Year Ended September 30, 2013
Aggressive Growth		$	60,284
International			101,888
Large/Mid Cap Growth			159,058
Small Cap Value			193,714
Large/Mid Cap Value			397,449
Fixed Income			271,397
High Yield Bond			111,675
Israel Common Values			25,079
Defensive Strategies			328,940
Strategic Growth			53,296
Conservative Growth			72,184
Emerging Markets*			16,251

* The Emerging Markets Fund commenced operations on December 3, 2012.

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TPL also serves as the principal underwriter of the Funds’ shares. An officer and trustee of the Funds is also an officer of the principal underwriter. For the year ended September 30, 2013, TPL received sales charges deducted from the proceeds of sales of Class A capital shares and CDSC fees deducted from the redemption of Class C capital shares as follows:

Fund	Sales Charges (Class A)			CDSC Fees (Class C)
Aggressive Growth		$	4,928		$	121
International			9,448			155
Large/Mid Cap Growth			14,042			1,098
Small Cap Value			15,136			453
Large/Mid Cap Value			36,709			2,287
Fixed Income			25,939			2,572
High Yield Bond			19,902			502
Israel Common Values			4,682			1
Defensive Strategies			31,787			8,118
Strategic Growth			15,529			359
Conservative Growth			28,152			1,291
Emerging Markets Fund*			2,887			79

* The Emerging Markets Fund commenced operations on December 3, 2012.

Note 5 | Control Ownership

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund creates the presumption of control of the Fund under Section 2(a) 9 of the Investment Company Act of 1940. At September 30, 2013 there were no shareholders with ownership, either directly or indirectly, of more than 25% of the voting securities of a Fund.

Certain Timothy Plan Funds own shares of other Timothy Plan Funds. U.S. Bank, N.A., custodian of the Timothy Plan Funds, holds these shares in omnibus accounts, some of which are controlled by National Financial Services, Inc. The following shows the percentage of each Timothy Plan Fund that is held by U.S. Bank, N.A., as custodian of the Timothy Funds. These accounts can be considered affiliated to the Timothy Plan.

Fund - Class A	% of Fund Owned by Other Timothy Plan  Funds
Aggressive Growth		33.28	%
International		38.13	%
Large/Mid Cap Growth		39.75	%
Small Cap Value		14.00	%
Large/Mid Cap Value		18.45	%
Fixed Income		39.50	%
High Yield Bond		45.55	%
Israel Common Values		69.52	%
Defensive Strategies		44.81	%
Emerging Markets		77.36	%

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Note 6 | Distributions to Shareholders

The tax character of distributions paid during the fiscal year ended September 30, 2013 and the fiscal year ended September 30, 2012 were as follows:

	Aggressive Growth			International *			Large/Mid Cap Growth			Small Cap Value
Year ended September 30, 2013
Ordinary Income		$	-		$	340,389		$	1,453,446		$	88,849
Short-term Capital Gains			-			-			-			-
Long-term Capital Gains			-			-			1,289,229			-
Return of Capital			-			-			-			-
		$	-		$	340,389		$	2,742,675		$	88,849
Year ended September 30, 2012
Ordinary Income		$	-		$	1,113,188		$	-		$	-
Short-term Capital Gains			-			-			-			-
Long-term Capital Gains			-			-			1,810,584			-
Return of Capital			-			-			-			-
		$	-		$	1,113,188		$	1,810,584		$	-
	Large/Mid Cap Value			Fixed Income			High Yield Bond			Israel Common Values
Year ended September 30, 2013
Ordinary Income		$	358,626		$	958,092		$	1,871,417		$	-
Short-term Capital Gains			-			-			-			-
Long-term Capital Gains			-			-			-			-
Return of Capital			-			-			-			-
		$	358,626		$	958,092		$	1,871,417		$	-
Year ended September 30, 2012
Ordinary Income		$	192,686		$	1,507,322		$	1,738,714		$	-
Short-term Capital Gains			-			-			-			-
Long-term Capital Gains			-			-			-			-
Return of Capital			-			186,818			51,714			-
		$	192,686		$	1,694,140		$	1,790,428		$	-
	Defensive Strategies			Strategic Growth			Conservative Growth			Emerging Markets
Year ended September 30, 2013
Ordinary Income		$	132,486		$	190,631		$	306,954		$	-
Short-term Capital Gains			-			-			-			-
Long-term Capital Gains			-			-			-			-
Return of Capital			-			-			-			-
		$	132,486		$	190,631		$	306,954		$	-
Year ended September 30, 2012
Ordinary Income		$	199,461		$	-		$	49,894
Short-term Capital Gains			1,018,858			-			-
Long-term Capital Gains			3,161,636			-			-
Return of Capital			227,139			-			-
		$	4,607,094		$	-		$	49,894

* The difference between ordinary distributions paid from book and ordinary distributions paid from tax relates to $109,637 and $71,631 of allowable foreign tax credits from fiscal years ended September 30, 2013 and September 30, 2012, respectively, which have been passed through to the Fund’s underlying shareholders.

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As of September 30, 2013, the components of distributable earnings on a tax basis were as follows:

	Aggressive Growth				International				Large/Mid Cap Growth				Small Cap Value
Undistributed Ordinary Income		$	-			$	702,870			$	2,481,804			$	2,038,761
Long-Term Capital Gains			1,246,568				-				2,090,488				4,210,559
Capital Loss Carry Forward			-				(15,551,605	)			-				-
Post October and Other Losses			(184,423	)			-				-				-
Unrealized Appreciation (Depreciation)			3,667,144				7,268,045				7,906,113				16,318,390
		$	4,729,289			$	(7,580,690	)		$	12,478,405			$	22,567,710
	Large/Mid Cap Value				Fixed Income				High Yield Bond				Israel Common Values
Undistributed Ordinary Income		$	573,666			$	770,920			$	94,798			$	617,381
Long-Term Capital Gains			9,092,432				165,734				-				-
Capital Loss Carry Forward			-				-				(1,371,740	)			(44,289	)
Post October and Other Losses			-				-				-				(44,983	)
Unrealized Appreciation (Depreciation)			26,871,487				324,330				525,861				1,460,794
		$	36,537,585			$	1,260,984			$	(751,081	)		$	1,988,903
	Defensive Strategies				Strategic Growth				Conservative Growth				Emerging Markets
Undistributed Ordinary Income		$	360,481			$	33,057			$	14,940			$	244,979
Long-Term Capital Gains			-				-				-				-
Capital Loss Carry Forward			-				(7,307,409	)			(1,719,281	)			-
Post October and Other Losses			-				-				-				-
Unrealized Appreciation (Depreciation)			(817,041	)			3,858,940				3,998,758				113,958
		$	(456,560	)		$	(3,415,412	)		$	2,294,417			$	358,937

The difference between book basis and tax basis unrealized appreciation (depreciation), undistributed net investment income (loss) and accumulated net realized gain (loss) from investments are primarily attributable to the tax deferral of losses on wash sales, mark-to-market on passive foreign investment companies, and adjustments for grantor trusts, partnerships and C Corporation return of capital distributions.

Note 7 | Capital Loss Carryforwards

At September 30, 2013, the following capital loss carryforwards are available to offset future capital gains.

	Capital Loss Carry Forward						Year Expiring
Fund	Short-Term			Long-Term
International Fund		$	498,385		$	-	2015
		$	4,243,183		$	-	2016
		$	8,833,573		$	-	2017
		$	592,985		$	-	2018
		$	844,129		$	-	2019
		$	539,350		$	-	Non-Expiring
High Yield Bond Fund		$	1,371,740		$	-	2017
Israel Common Values Fund		$	27,954		$	16,335	Non-Expiring
Strategic Growth Fund		$	784,194		$	-	2016
		$	2,564,555		$	-	2017
		$	125,171		$	-	2018
		$	3,833,489		$	-	2019
Conservative Growth Fund		$	1,719,281		$	-	2019

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To the extent these loss carryforwards are used to offset future capital gains, it is probable that the amount, which is offset, will not be distributed to shareholders.

Late year losses incurred after December 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The following Funds incurred and elected to defer such late year losses as follows:

Fund	Late Year Losses
Aggressive Growth	$	184,423

Capital losses incurred after October 31 within the fiscal year are deemed to arise on the first business day of the following fiscal year for tax purposes. The following Funds incurred and elected to defer such capital losses as follows:

Fund	Post October Losses
Israel Common Values		44,983

Note 8 | New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11 related to disclosures about offsetting assets and liabilities. In January 2013, the FASB issued ASU No. 2013-01 which gives additional clarification to ASU 2011-11. The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact these amendments may have on the Funds’ financial statements.

Note 9 | Subsequent Events

At the August 23, 2013 board meeting, the board approved to re-engage CoreCommodities as interim Sub-Advisor for the Defensive Strategies Fund for a period of 150 days due to a majority change in ownership. A shareholder proxy meeting is scheduled for December 6, 2013 for shareholder approval.

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Board Annual Approval/Renewals of Advisory and Sub-Advisory Agreements (Unaudited)

Timothy Partners, Ltd; Investment Advisor to all Funds.

The continuance of the Investment Advisory Agreement (the “IA Agreement”) on behalf of each series of the Trust between the Trust and Timothy Partners, Ltd. (“TPL”) was last approved by the Board of Trustees (“the Board”), including a majority of the Trustees who are not interested persons of the Trust or any person who is a party to the Agreement, at an in-person meeting held on February 22, 2013. The Trust’s Board considered the factors described below prior to approving the Agreement. The Trustees, including the Independent Trustees, noted the Advisor’s experience in incorporating and implementing the unique, biblically-based management style that is a stated objective as set forth in the Funds’ prospectus.

To further assist the Board in making its determination as to whether the IA Agreement should be renewed, the Board requested and received the following information: a description of TPL’s business and any personnel changes, a description of the compensation received by TPL from the Funds, information relating to the Advisor’s compliance and operational policies and procedures, and a description of any material legal proceedings or securities enforcement proceedings regarding TPL or its personnel (there were none of either). In addition, the Board requested and received financial statements of TPL for its fiscal year ended December 31, 2012. The Board also received a report from TPL relating to the fees charged by TPL, both as an aggregate and in relation to fees charged by other advisors to similar funds. The materials prepared by TPL were provided to the Board in advance of the meeting. The Board considered the fees charged by TPL in light of the services provided to the Funds by TPL, the unique nature of the Funds and their moral screening requirements, which are maintained by TPL, and TPL’s role as a manager of managers. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by TPL were fair and reasonable in light of the services provided to the Funds. The Board also discussed the nature, extent and quality of TPL’s services to the Funds. In particular, the Board noted with approval TPL’s commitment to maintaining certain targeted expense ratios for the Funds, its efforts in providing comprehensive and consistent moral screens to the investment managers, its efforts in maintaining appropriate oversight of the investment managers to each Fund, and its efforts to maintain ongoing regulatory compliance for the Funds. The Board also discussed TPL’s current fee structure and whether such structure would allow the Funds to realize economies of scale as they grow. The Board next considered the investment performance of each Fund and the Advisor’s performance in monitoring the investment managers of the underlying funds. The Board generally approved of each Fund’s performance, noting that the Funds invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that the investment managers of each Fund did not succumb to “style drift” in their management of each Fund’s assets, and that each Fund was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval the Advisor’s ongoing efforts to maintain such consistent investment discipline. The Board also noted with approval that the Advisor’s business was devoted exclusively to serving the Funds, and that the Advisor did not realize any ancillary benefits or profits deriving from its relationship with the Funds. The Board further noted with approval the Advisor’s past activities on monitoring the performance of the underlying Funds’ various investment managers and the promptness and efficiency with which problems were brought to the Board’s attention and responsible remedies offered and executed. After careful discussion and consideration, the Board, including the separate concurrence of the independent Trustees, unanimously cast an affirmative vote, and determined that the renewal of the IA Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the IA Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the IA Agreement renewal.

Barrow, Hanley, Mewhinney & Strauss; Sub-Advisor for the Fixed Income, High Yield Bond, and Defensive Strategies TIPS sleeve.

The Sub-Advisory Agreement between the Trust, TPL and Barrow, Hanley, Mewhinney & Strauss (“BHM&S”), on behalf of the Timothy Plan Fixed Income, High Yield Bond and Defensive Strategies TIPS sleeve Funds, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the BHM&S Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by

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BHM&S in light of the services provided by BHM&S. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by BHM&S and paid out of the fees received by TPL were fair and reasonable in light of the services provided by BHM&S. In reaching that determination, the Board relied on reports describing the fees paid to BHM&S and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of BHM&S’s services to each Fund, including the investment performance of the Funds under BHM&S’s investment management. The Board generally approved of BHM&S’s performance, noting that the Funds managed by BHM&S invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that BHM&S did not succumb to “style drift” in its management of each Fund’s assets, and that BHM&S was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval BHM&S’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether BHM&S’s current fee structure would allow the Funds to realize economies of scale as they grow. The Board decided that this particular factor was moot with respect to the BHM&S Sub-Advisory Agreement because BHM&S was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the BHM&S Sub-Advisory Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the BHM&S Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the BHM&S Sub-Advisory Agreement renewal.

Westwood Management Corporation; Sub-Advisor to the Large/Mid Cap Value and the Small Cap Value Funds.

The Sub-Advisory Agreement between the Trust, TPL and Westwood Management Corporation (“Westwood”), on behalf of the Timothy Plan Small Cap Value and Large/Mid Cap Value Funds, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the Westwood Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by Westwood in light of the services provided by Westwood. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by Westwood and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Westwood. In reaching that determination, the Board relied on reports describing the fees paid to Westwood and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Westwood’s services to each Fund, including the investment performance of the Funds under Westwood’s investment management. The Board generally approved of Westwood’s performance, noting that the Funds managed by Westwood invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Westwood did not succumb to “style drift” in its management of each Fund’s assets, and that Westwood was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Westwood’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Westwood’s current fee structure would allow the Funds to realize economies of scale as they grow. The Board decided that this particular factor was moot with respect to the Westwood Sub-Advisory Agreement because Westwood was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the Westwood Sub-Advisory Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the Westwood Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Westwood Sub-Advisory Agreement renewal.

Chartwell Investment Partners; Sub-Advisor to the Aggressive Growth and Large/Mid Cap Growth Funds.

The Sub-Advisory Agreement between the Trust, TPL and Chartwell Investment Partners (“Chartwell”), on behalf of the Timothy Plan Aggressive Growth and Large/Mid Cap Growth Funds, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the Chartwell Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by Chartwell in light of

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the services provided by Chartwell. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by Chartwell and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Chartwell. In reaching that determination, the Board relied on reports describing the fees paid to Chartwell and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Chartwell’s services to each Fund, including the investment performance of the Funds under Chartwell’s investment management. The Board generally approved of Chartwell’s performance, noting that the Funds managed by Chartwell invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Chartwell did not succumb to “style drift” in its management of each Fund’s assets, and that Chartwell was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Chartwell’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Chartwell’s current fee structure would allow the Funds to realize economies of scale as they grow. The Board decided that this particular factor was moot with respect to the Chartwell Sub-Advisory Agreement because Chartwell was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the Chartwell Sub-Advisory Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the Chartwell Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Chartwell Sub-Advisory Agreement renewal.

Eagle Global Advisors; Sub-Advisor to the International Fund and Israel Common Values Fund.

The Sub-Advisory Agreement between the Trust, TPL and Eagle Global Advisors (“Eagle”), on behalf of the Timothy Plan International Fund and Israel Common Values Fund, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the Eagle Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by Eagle in light of the services provided by Eagle. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by Eagle and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Eagle. In reaching that determination, the Board relied on reports describing the fees paid to Eagle and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Eagle’s services to the Funds, including the investment performance of the Funds under Eagle’s investment management. The Board generally approved of Eagle’s performance, noting that the Funds managed by Eagle invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Eagle did not succumb to “style drift” in its management of the Funds’ assets, and that Eagle was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Eagle’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Eagle’s current fee structure would allow the Funds to realize economies of scale as they grow. The Board decided that this particular factor was moot with respect to the Eagle Sub-Advisory Agreement because Eagle was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the Eagle Sub-Advisory Agreement for another one-year period would be in the best interests of the Funds’ shareholders. In approving the renewal of the Eagle Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Eagle Sub-Advisory Agreement renewal.

Brandes Investment Partners; Sub-Advisor to the Emerging Markets Fund.

The Sub-Advisory Agreement between the Trust, TPL and Brandes Investment Partners (“Brandes”), on behalf of the Timothy Plan Emerging Market Fund, was initially approved by the Board at a meeting held for that purpose, among others, on November 18, 2012. The Board considered the following factors in arriving at its conclusions to approve the Brandes Sub-Advisory Agreement. First, the Board considered the fees charged by Brandes in light of the services to be provided by Brandes.

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After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees to be charged by Brandes and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Brandes. In reaching that determination, the Board relied on reports describing the fees paid to Brandes and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Brandes proposed services to the Fund, including the investment performance of other Brandes accounts with similar investment mandates. The Board generally approved of Brandes’ performance, noting that the Fund invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Brandes did not appear to succumb to “style drift” in its management of its client’s assets, and that Brandes was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Brandes’ ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Brandes’ current fee structure would allow the Fund to realize economies of scale as it grows. The Board decided that this particular factor was moot with respect to the Eagle Sub-Advisory Agreement because Brandes was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the approval of the Brandes Sub-Advisory Agreement would be in the best interests of the Fund’s shareholders. In approving the Brandes Sub-Advisory Agreement, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Brandes Sub-Advisory Agreement.

Delaware Management Company; Sub-Advisor to the Defensive Strategies Fund REITs sleeve.

The Sub-Advisory Agreement between the Trust, TPL and Delaware Management Company (“Delaware”), on behalf of the Timothy Plan Defensive Strategies Fund REITs sleeve, was last renewed by the Board at a meeting held for that purpose, among others, on February 22, 2013. The Board considered the following factors in arriving at its conclusions to renew the Delaware Sub-Advisory Agreement for an additional year. First, the Board considered the fees charged by Delaware in light of the services provided by Delaware. After full and careful consideration, the Board, with the independent trustees separately concurring, agreed that the fees charged by Delaware and paid out of the fees received by TPL were fair and reasonable in light of the services provided by Delaware. In reaching that determination, the Board relied on reports describing the fees paid to Delaware and comparing those fees against fees paid to other investment advisors operating under similar circumstances. Next, the Board discussed the nature, extent and quality of Delaware’s services to the Fund, including the investment performance of the Fund under Delaware’s investment management. The Board generally approved of Delaware’s performance, noting that the Fund managed by Delaware invested in a manner that did not rely exclusively on investment performance. Further, the Board noted with approval that Delaware did not succumb to “style drift” in its management of the Fund’s assets, and that Delaware was committed to maintain its investment mandate, even if that meant under performance during periods when that style was out of favor. The Board noted with approval Delaware’s ongoing efforts to maintain such consistent investment discipline. Next, the Board considered whether Delaware’s current fee structure would allow the Fund to realize economies of scale as it grows. The Board decided that this particular factor was moot with respect to the Delaware Sub-Advisory Agreement because Delaware was paid out of the fees paid to TPL. After careful discussion and consideration, the Board, including the independent Trustees separately concurring, unanimously determined that the renewal of the Delaware Sub-Advisory Agreement for another one-year period would be in the best interests of the Fund’s shareholders. In approving the renewal of the Delaware Sub-Advisory Agreement for an additional one year period, the Board did not place specific emphasis on any one factor discussed above, but considered all factors in equal light. Further, the Board had available and availed itself of the assistance of legal counsel at all times during its consideration of the Delaware Sub-Advisory Agreement renewal.

Timothy Plan Notes to Financial Statements

[116]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of

The Timothy Plan

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of The Timothy Plan, comprising Timothy Plan Aggressive Growth Fund, Timothy Plan International Fund, Timothy Plan Large/Mid Cap Growth Fund, Timothy Plan Small Cap Value Fund, Timothy Plan Large/Mid Cap Value Fund, Timothy Plan Fixed Income Fund, Timothy Plan High Yield Bond Fund, Timothy Plan Israel Common Values Fund, Timothy Plan Defensive Strategies Fund, Timothy Plan Strategic Growth Fund, Timothy Plan Conservative Growth Fund, and Timothy Plan Emerging Markets Fund (the “Funds”) as of September 30, 2013, and the related statements of operations for the year or period then ended, the statements of changes in net assets for each of the years or periods then ended, and the financial highlights for each of the years or periods indicated. These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2013, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Timothy Plan Aggressive Growth Fund, Timothy Plan International Fund, Timothy Plan Large/Mid Cap Growth Fund, Timothy Plan Small Cap Value Fund, Timothy Plan Large/Mid Cap Value Fund, Timothy Plan Fixed Income Fund, Timothy Plan High Yield Bond Fund, Timothy Plan Israel Common Values Fund, Timothy Plan Defensive Strategies Fund, Timothy Plan Strategic Growth Fund, Timothy Plan Conservative Growth Fund, and Timothy Plan Emerging Markets Fund, each a series constituting The Timothy Plan, as of September 30, 2013, the results of their operations for the year then ended, the changes in their net assets and the financial highlights for each of the years or periods indicated, in conformity with accounting principles generally accepted in the United States of America.

COHEN FUND AUDIT SERVICES, LTD.

Cleveland, Ohio

November 21, 2013

[117]

Important Tax Information – (UNAUDITED)

September 30, 2013

For the International Fund, in accordance with federal tax law, the fund elects to provide each shareholder with their portion of the fund’s foreign taxes paid and the income sourced from foreign countries. Accordingly, the fund hereby reports the following information regarding its fiscal year ended September 30, 2013:

• The total amount of taxes paid to foreign countries was $109,637

• The total amount of income sourced from foreign countries was $955,817.

[118]

Expense Examples – (UNAUDITED)

September 30, 2013

As a shareholder of a Fund, you incur two types of costs: direct costs, such as wire fees and low balance fees; and indirect costs, including management fees, and other Fund operating expenses. This example is intended to help you understand your indirect costs, also referred to as “ongoing costs”, (in dollars) of investing in each Fund, and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period of April 1, 2013, through September 30, 2013.

Actual Expenses

The first line of the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested at the beginning of the period, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the tables provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any direct costs, such as wire fees or low balance fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these direct costs were included, your costs would be higher.

AGGRESSIVE GROWTH FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	1,129.20		$	9.93
Hypothetical - Class A **		$	1,000.00		$	1,015.74		$	9.40
Actual - Class C *		$	1,000.00		$	1,123.80		$	13.84
Hypothetical - Class C **		$	1,000.00		$	1,012.03		$	13.11
Actual - Class I ***		$	1,000.00		$	1,015.80		$	2.67
Hypothetical - Class I **,***		$	1,000.00		$	1,003.95		$	4.28

* Expenses are equal to the Fund’s annualized expense ratio of 1.86% for Class A and 2.60% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Aggressive Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 12.92% for Class A and 12.52% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 1.61% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The Aggressive Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 1.58% for Class I for the period of August 1, 2013, to September 30, 2013.

[119]

Expense Examples – (UNAUDITED)(Continued)

September 30, 2013

INTERNATIONAL FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	1,084.00		$	9.04
Hypothetical - Class A **		$	1,000.00		$	1,016.39		$	8.74
Actual - Class C *		$	1,000.00		$	1,080.50		$	12.88
Hypothetical - Class C **		$	1,000.00		$	1,012.68		$	12.46
Actual - Class I ***		$	1,000.00		$	1,022.50		$	2.46
Hypothetical - Class I **, ***		$	1,000.00		$	1,003.95		$	4.28

* Expenses are equal to the Fund’s annualized expense ratio of 1.73% for Class A and 2.47% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The International Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 8.40% for Class A and 8.05% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 1.48% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The International Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 2.25% for Class I for the period of August 1, 2013, to September 30, 2013.

LARGE/MID CAP GROWTH FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	1,101.40		$	8.38
Hypothetical - Class A **		$	1,000.00		$	1,017.10		$	8.04
Actual - Class C *		$	1,000.00		$	1,096.60		$	12.30
Hypothetical - Class C **		$	1,000.00		$	1,013.34		$	11.81
Actual - Class I ***		$	1,000.00		$	1,007.20		$	2.21
Hypothetical - Class I **, ***		$	1,000.00		$	1,004.37		$	2.21

* Expenses are equal to the Fund’s annualized expense ratio of 1.59% for Class A and 2.34% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Large/Mid Cap Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 10.14% for Class A and 9.66% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 1.34% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The Large/Mid Cap Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 0.72% for Class I for the period of August 1, 2013, to September 30, 2013.

SMALL CAP VALUE FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	1,153.90		$	8.37
Hypothetical - Class A **		$	1,000.00		$	1,017.30		$	7.84
Actual - Class C *		$	1,000.00		$	1,148.70		$	12.39
Hypothetical - Class C **		$	1,000.00		$	1,013.54		$	11.61
Actual - Class I ***		$	1,000.00		$	1,031.00		$	2.17
Hypothetical - Class I **, ***		$	1,000.00		$	1,004.44		$	3.79

* Expenses are equal to the Fund’s annualized expense ratio of 1.55% for Class A and 2.30% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Small Cap Value Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 15.39% for Class A and 14.87% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 1.30% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The Small Cap Value Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 3.10% for Class I for the period of August 1, 2013, to September 30, 2013.

[120]

Expense Examples – (UNAUDITED)(Continued)

September 30, 2013

LARGE/MID CAP VALUE FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	1,074.90		$	7.75
Hypothetical - Class A **		$	1,000.00		$	1,017.60		$	7.54
Actual - Class C *		$	1,000.00		$	1,070.40		$	11.57
Hypothetical - Class C **		$	1,000.00		$	1,013.89		$	11.26
Actual - Class I ***		$	1,000.00		$	996.70		$	2.03
Hypothetical - Class I **, ***		$	1,000.00		$	1,004.55		$	3.67

* Expenses are equal to the Fund’s annualized expense ratio of 1.49% for Class A and 2.23% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Large/Mid Cap Value Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 7.49% for Class A and 7.04% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 1.24% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The Large/Mid Cap Value Fund’s ending account value on the first line of each share class in the table is based on its actual total return of (0.33)% for Class I for the period of August 1, 2013, to September 30, 2013.

FIXED INCOME FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	976.60		$	5.55
Hypothetical - Class A **		$	1,000.00		$	1,019.45		$	5.67
Actual - Class C *		$	1,000.00		$	972.00		$	9.29
Hypothetical - Class C **		$	1,000.00		$	1,015.64		$	9.50
Actual - Class I ***		$	1,000.00		$	1,009.00		$	1.44
Hypothetical - Class I **, ***		$	1,000.00		$	1,005.13		$	3.10

* Expenses are equal to the Fund’s annualized expense ratio of 1.12% for Class A and 1.88% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Fixed Income Fund’s ending account value on the first line of each share class in the table is based on its actual total return of (2.34)% for Class A and (2.80)% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 0.87% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The Fixed Income Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 0.90% for Class I for the period of August 1, 2013, to September 30, 2013.

HIGH YIELD BOND FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	993.80		$	6.65
Hypothetical - Class A **		$	1,000.00		$	1,018.40		$	6.73
Actual - Class C *		$	1,000.00		$	990.30		$	10.33
Hypothetical - Class C **		$	1,000.00		$	1,014.69		$	10.45
Actual - Class I ***		$	1,000.00		$	1,001.50		$	1.78
Hypothetical - Class I **, ***		$	1,000.00		$	1,004.82		$	3.41

* Expenses are equal to the Fund’s annualized expense ratio of 1.33% for Class A and 2.07% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The High Yield Bond Fund’s ending account value on the first line of each share class in the table is based on its actual total return of (0.62)% for Class A and (0.97)% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 1.08% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The High Yield Bond Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 0.15% for Class I for the period of August 1, 2013, to September 30, 2013.

[121]

Expense Examples – (UNAUDITED)(Continued)

September 30, 2013

DEFENSIVE STRATEGIES FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	935.20		$	6.11
Hypothetical - Class A **		$	1,000.00		$	1,018.75		$	6.38
Actual - Class C *		$	1,000.00		$	932.00		$	9.78
Hypothetical - Class C **		$	1,000.00		$	1,014.94		$	10.20
Actual - Class I ***		$	1,000.00		$	1,000.00		$	1.66
Hypothetical - Class I **, ***		$	1,000.00		$	1,004.90		$	3.33

* Expenses are equal to the Fund’s annualized expense ratio of 1.26% for Class A and 2.02% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Defensive Strategies Fund’s ending account value on the first line of each share class in the table is based on its actual total return of (6.48)% for Class A and (6.80)% for Class C for the period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 1.01% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The Defensive Strategies Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 0.00% for Class I for the period of August 1, 2013, to September 30, 2013.

STRATEGIC GROWTH FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	1,043.90		$	5.53
Hypothetical - Class A **		$	1,000.00		$	1,019.65		$	5.47
Actual - Class C *		$	1,000.00		$	1,039.20		$	9.35
Hypothetical - Class C **		$	1,000.00		$	1,015.89		$	9.25

* Expenses are equal to the Fund’s annualized expense ratio of 1.08% for Class A and 1.83% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Strategic Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 4.39% for Class A and 3.92% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

CONSERVATIVE GROWTH FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	1,014.30		$	5.30
Hypothetical - Class A **		$	1,000.00		$	1,019.80		$	5.32
Actual - Class C *		$	1,000.00		$	1,011.40		$	9.08
Hypothetical - Class C **		$	1,000.00		$	1,016.04		$	9.10

* Expenses are equal to the Fund’s annualized expense ratio of 1.05% for Class A and 1.80% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Conservative Growth Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 1.43% for Class A and 1.14% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

[122]

Expense Examples – (UNAUDITED)(Continued)

September 30, 2013

ISRAEL COMMON VALUES FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	1,101.60		$	11.80
Hypothetical - Class A **		$	1,000.00		$	1,013.84		$	11.31
Actual - Class C *		$	1,000.00		$	1,097.50		$	15.72
Hypothetical - Class C **		$	1,000.00		$	1,010.08		$	15.07
Actual - Class I ***		$	1,000.00		$	1,037.70		$	3.33
Hypothetical - Class I **, ***		$	1,000.00		$	1,003.30		$	4.92

* Expenses are equal to the Fund’s annualized expense ratio of 2.24% for Class A and 2.99% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Israel Common Values Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 10.16% for Class A and 9.75% for Class C for the six-month period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 1.99% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The Israel Common Values Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 3.77% for Class I for the period of August 1, 2013, to September 30, 2013.

EMERGING MARKETS FUND

	Beginning Account Value			Ending Account Value			Expenses Paid During Period
	4/1/2013			9/30/2013			4/1/2013 through 9/30/2013
Actual - Class A *		$	1,000.00		$	993.40		$	9.60
Hypothetical - Class A **		$	1,000.00		$	1,009.88		$	15.27
Actual - Class C *		$	1,000.00		$	989.60		$	11.89
Hypothetical - Class C **		$	1,000.00		$	1,006.37		$	18.76
Actual - Class I ***		$	1,000.00		$	1,057.20		$	9.09
Hypothetical - Class I **, ***		$	1,000.00		$	1,003.55		$	4.68

* Expenses are equal to the Fund’s annualized expense ratio of 3.03% for Class A and 3.76% for Class C, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 183 days/365 days (to reflect the partial year period). The Emerging Markets Fund’s ending account value on the first line of each share class in the table is based on its actual total return of (0.66)% for Class A and (1.04)% for Class C for the period of April 1, 2013, to September 30, 2013.

** Assumes a 5% return before expenses.

*** Expenses are equal to the Fund’s annualized expense ratio of 2.78% for Class I, which is net of any expenses paid indirectly, multiplied by the average account value over the period, multiplied by 60 days/365 days (to reflect the partial year period). The Emerging Markets Fund’s ending account value on the first line of each share class in the table is based on its actual total return of 5.72% for Class I for the period of August 1, 2013, to September 30, 2013.

[123]

Officers and Trustees of the Trust

As of September 30, 2013 (Unaudited)

Timothy Plan Family of Funds

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Arthur D. Ally* 1055 Maitland Center Commons Maitland, FL Born: 1942	Chairman and President	Indefinite; Trustee and President since 1994	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	President and controlling shareholder of Covenant Funds, Inc. (“CFI”), a holding company. President and general partner of Timothy Partners, Ltd. (“TPL”), the investment advisor and principal underwriter to each Fund. CFI is also the managing general partner of TPL.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Kenneth Blackwell 1055 Maitland Center Commons Maitland, FL Born: 1948	Trustee	Indefinite; Trustee since 2011	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	Secretary of State for the State of Ohio. Currently serving as an independent consultant or Fellow with the Family Research Council and the American Civil Rights Union, and is a Visiting Professor at Liberty University, Lynchburg, VA.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Joseph E. Boatwright** 1055 Maitland Center Commons Maitland, FL Born: 1930	Trustee, Secretary	Indefinite; Trustee and Secretary since 1995	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	Retired Minister. Currently serves as a consultant to the Greater Orlando Baptist Association. Served as Senior Pastor to Aloma Baptist Church from 1970-1996.		None

* Mr. Ally is an “interested” Trustee, as that term is defined in the 1940 Act, because of his positions with and financial interests in CFI and TPL.

** Messrs. Boatwright and Staver are “interested” Trustees, as that term is defined in the 1940 Act, because each has a limited partnership intereset in TPL.

[124]

Officers and Trustees of the Trust (Continued)

As of September 30, 2013 (Unaudited)

Timothy Plan Family of Funds

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Richard W. Copeland 1055 Maitland Center Commons Maitland, FL Born: 1947	Trustee	Indefinite; Trustee since 2005	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	Principal of Copeland & Covert, Attorneys at Law; specializing in tax and estate planning. B.A. from Mississippi College, JD from University of Florida and LLM Taxation from University of Miami. Associate Professor Stetson University for past 35 years.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Deborah Honeycutt 1055 Maitland Center Commons Maitland, FL Born: 1947	Trustee	Indefinite; Trustee since 2010	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	Dr. Honeycutt is a licensed physician currently serving as Medical Director of Clayton State University Health Services in Morrow, GA, CEO of Minority Health Services in Atlanta, and as a volunteer at Good Shepherd Clinic. Dr. Honeycutt received her B.A. and M.D. at the University of Illinois.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Bill Johnson 1055 Maitland Center Commons Maitland, FL Born: 1946	Trustee	Indefinite; Trustee since 2005	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	President (and Founder) of American Decency Association, Freemont, MI since 1999. Previously served as Michigan State Director for American Family Association (1987-1999). Previously a public school teacher for 18 years. B.S. from Michigan State University and a Masters of Religious Education from Grand Rapids Baptist Seminary.		None

[125]

Officers and Trustees of the Trust (Continued)

As of September 30, 2013 (Unaudited)

Timothy Plan Family of Funds

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
John C. Mulder 1055 Maitland Center Commons Maitland, FL Born: 1950	Trustee	Indefinite; Trustee since 2005	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	President of WaterStone (formerly the Christian Community Foundation and National Foundation) since 2001. Prior: 22 years of executive experience for a group of banks and a trust company. B.A. in Economics from Wheaton College and MBA from University of Chicago.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Charles E. Nelson 1055 Maitland Center Commons Maitland, FL Born: 1934	Trustee	Indefinite; Trustee since 2000	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	Certified Public Accountant, semi-retired. Former non-profit industry accounting officer. Former financial executive with commercial bank. Former partner national accounting firm.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Scott Preissler, Ph.D. 1055 Maitland Center Commons Maitland, FL Born: 1960	Trustee	Indefinite; Trustee since 2004	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	Chairman of Stewardship Studies at Southwestern Baptist Theological Seminary, Ft. Worth, TX. Also serves as Founder and Chairman of the International Center for Biblical Stewardship. Previously, President and CEO of Christian Stewardship Association where he was affiliated for 14 years.		None

[126]

Officers and Trustees of the Trust (Continued)

As of September 30, 2013 (Unaudited)

Timothy Plan Family of Funds

Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Alan M. Ross 1055 Maitland Center Commons Maitland, FL Born: 1951	Trustee, Vice Chairman	Indefinite; Trustee since 2004	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	Founder and CEO of Corporate Development Institute which he founded in 2000. Previously he served as President and CEO of Fellowship of Companies for Christ and has authored three books: Beyond World Class, Unconditional Excellence, Breaking Through to Prosperity.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Mathew D. Staver** 1055 Maitland Center Commons Maitland, FL Born: 1956	Trustee	Indefinite; Trustee since 2000	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	Attorney specializing in free speech, appellate practice and religious liberty constitutional law. Founder of Liberty Counsel, a religious civil liberties education and legal defense organization. Host of two radio programs devoted to religious freedom issues. Editor of a monthly newsletter devoted to religious liberty topics. Mr. Staver has argued before the United States Supreme Court and has published numerous legal articles.		None
Name, Age and Address	Position(s) Held With Trust	Term of Office and Length of Time Served	Number of Portfolios in Fund Complex Overseen by Trustee
Patrice Tsague 1055 Maitland Center Commons Maitland, FL Born: 1973	Trustee	Indefinite; Trustee since 2011	13
	Principal Occupation During Past 5 Years		Other Directorships Held by Trustee
	President and Chief Servant Officer of the Nehemiah Project International Ministries Inc. since 1999.		None

The Fund’s Statement of Additional Information includes additional information about the Trustees and is available free of charge, upon request, by calling toll-free at 1-800-846-7526.

[127]

Timothy Plan Family of Funds

Privacy Policy

The following is a description of the Trust’s policies regarding disclosure of nonpublic personal information that you provide to the Fund or that the Fund collects from other sources. In the event that you hold shares of a Fund through a broker-dealer or other financial intermediary, the privacy policy of your financial intermediary would govern how your nonpublic personal information would be shared with nonaffiliated third parties.

CATEGORIES OF INFORMATION THE FUND COLLECTS

The Fund collects the following nonpublic personal information about you:

1.    Information the Fund receives from you on or in applications or other forms, correspondence, or conversations (such as your name, address, phone number, social security number, assets, income and date of birth); and

2.    Information about your transactions with the Fund, its affiliates, or others (such as your account number and balance, payment history, parties to transactions, cost basis information, and other financial information).

CATEGORIES OF INFORMATION THE FUND DISCLOSES

The Fund does not disclose any nonpublic personal information about its current or former shareholders to unaffiliated third parties, except as required or permitted by law. The Fund is permitted by law to disclose all of the information it collects, as described above, to its service providers (such as the Fund’s custodian, administrator and transfer agent) to process your transactions and otherwise provide services to you.

CONFIDENTIALITY AND SECURITY

The Fund restricts access to your nonpublic personal information to those persons who require such information to provide products or services to you. The Fund maintains physical, electronic, and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

Customer Identification Program

The Board of Trustees of the Trust has approved procedures designed to prevent and detect attempts to launder money as required under the USA PATRIOT Act. The day-to-day responsibility for monitoring and reporting any such activities has been delegated to the transfer agent, subject to the oversight and supervision of the Board.

Disclosures

HOW TO OBTAIN PROXY VOTING INFORMATION

Information regarding how the Funds voted proxies relating to Fund securities during the period ended June 30 as well as a description of the policies and procedures that the Funds use to determine how to vote proxies is available without charge, upon request, by calling 1-800-732-0330 or by referring to the Security and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

HOW TO OBTAIN 1^ST AND 3^RD FISCAL QUARTER PORTFOLIO HOLDINGS

Each Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (1-800-SEC-0330). The information on Form N-Q is available without charge, upon request, by calling 1-800-732-0330.

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BOARD OF TRUSTEES

Arthur D. Ally

Kenneth Blackwell

Joseph E. Boatwright

Rick Copeland

Deborah Honeycutt

Bill Johnson

John C. Mulder

Charles E. Nelson

Scott Preissler

Alan Ross

Mathew D. Staver

Patrice Tsague

OFFICERS

Arthur D. Ally, President

Joseph E. Boatwright, Secretary

INVESTMENT ADVISOR

Timothy Partners, Ltd.

1055 Maitland Center Commons

Maitland, FL 32751

DISTRIBUTOR

Timothy Partners, Ltd.

1055 Maitland Center Commons

Maitland, FL 32751

TRANSFER AGENT

Gemini Fund Services, LLC

17605 Wright St., Suite 2

Omaha, NE 68130

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen Fund Audit Services, Ltd.

1350 Euclid Ave., Suite 800

Cleveland, OH 44115

LEGAL COUNSEL

David Jones & Assoc., P.C.

422 Fleming St.

Key West, FL 33040

For additional information or a prospectus, please call: 1-800-846-7526

Visit the Timothy Plan web site on the internet at: www.timothyplan.com

This report is submitted for the general information of the shareholders of the Funds. It is not authorized for distribution to prospective investors in the Funds unless preceded or accompanied by an effective Prospectus which includes details regarding the Funds’ objectives, policies, expenses and other information. Distributed by Timothy Partners, Ltd.

HEADQUARTERS

The Timothy Plan

1055 Maitland Center Commons Maitland, Florida 32751

(800) 846-7526

www.timothyplan.com invest@timothyplan.com

SHAREHOLDER SERVICES

Gemini Fund Services, LLC

17605 Wright St., Suite 2 Omaha, NE 68130

(800) 662-0201

Item 2.  Code of Ethics.

(a)            As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

(b)            For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3) Compliance with applicable governmental laws, rules, and regulations;

(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5) Accountability for adherence to the code.

(c)            Amendments:  During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

(d)            Waivers:  During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

(e)            Posting:  We do not intend to post the Code of Ethics for the Officers or any amendments or waivers on a website.

(f)            Availability:  The Code of Ethics for the Officers can be obtained, free of charge by calling the toll free number for the appropriate Fund.

Item 3.  Audit Committee Financial Expert.

(a)            The registrant has an Audit committee currently composed of three independent Trustees, Mr. Wesley Pennington, Mr. John Mulder and Mr. Charles Nelson. The registrant’s board of trustees has determined that Mr. Charles Nelson is qualified to serve as an Audit Committee Financial Expert, and has designated him as such.

Item 4.  Principal Accountant Fees and Services.

(a) Audit Fees

The Timothy Plan
FY 2013	$149,400
FY 2012	$142,700

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(b) Audit-Related Fees

The Timothy Plan	Registrant	Adviser
FY 2013	$0	$0
FY 2012	$0	$0

 Nature of the fees:

(c) Tax Fees

The Timothy Plan
FY 2013	$0
FY 2012	$0

Nature of the fees:     preparation of the 1120 RIC

(d) All Other Fees

                                 Registrant

The Timothy Plan
FY 2013	$0
FY 2012	$0

(e)        (1)        Audit Committee’s Pre-Approval Policies

The Audit Committee Charter requires the Audit Committee to be responsible for the selection, retention or termination of auditors and, in connection therewith, to (i) evaluate the proposed fees and other compensation, if any, to be paid to the auditors, (ii) evaluate the independence of the auditors, (iii) pre-approve all audit services and, when appropriate, any non-audit services provided by the independent auditors to the Trust, (iv) pre-approve, when appropriate, any non-audit services provided by the independent auditors to the Trust’s investment adviser, or any entity controlling, controlled by, or under common control with the investment adviser and that provides ongoing services to the Trust if the engagement relates directly to the operations and financial reporting of the Trust, and (v) receive the auditors’ specific representations as to their independence;

             (2)        Percentages of Services Approved by the Audit Committee

 Registrant

Audit-Related Fees:	0            %
Tax Fees:	0            %
All Other Fees:	0            %

(f)            During audit of registrant’s financial statements for the most recent fiscal year, less than 50 percent of the hours expended on the principal accountant’s engagement were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g)            The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant:

Registrant Adviser
FY 2013	$0	$0
FY 2012	$0	$0

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(h)             Not applicable. The auditor performed no services for the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

Item 5.  Audit Committee of Listed Companies.  Not applicable.

Item 6.  Schedule of Investments.  Not applicable – schedule filed with Item 1.

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  Not applicable.

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.  Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.  Not applicable.

Item 10.  Submission of Matters to a Vote of Security Holders

The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11.  Controls and Procedures.

(a)             Based on an evaluation of the registrant’s disclosure controls and procedures as of November 19, 2010, the disclosure controls and procedures are reasonably designed to ensure that the information required in filings on Forms N-CSR is recorded, processed, summarized, and reported on a timely basis.

(b)             There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.  Exhibits.

(a)(1)		Code is filed herewith
(a)(2)		Certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 and required by Rule 30a-2 under the Investment Company Act of 1940 are filed herewith.
(a)(3)		Not Applicable
(b)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)    The Timothy Plan

By	/s/ Arthur D. Ally
	Arthur D. Ally, President
Date	12/2/13

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Arthur D. Ally
	Arthur D. Ally, President
Date	12/2/13

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