e424b3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-163042

PROSPECTUS

PVF CAPITAL CORP.

205,297 SHARES OF COMMON STOCK

WARRANTS TO PURCHASE UP TO 1,341,694

SHARES OF COMMON STOCK

UP TO 1,341,694 SHARES OF COMMON STOCK

This prospectus relates to the offer and sale of up to 205,297 shares of our common stock and warrants to purchase up to 1,341,694 shares of our common stock by the Selling Shareholder. We issued these shares and warrants pursuant to an Exchange Agreement, dated September 1, 2009 (the “Exchange Agreement”), by and between (i) PVF Capital Corp., (ii) Alesco Preferred Funding IV, Ltd. (the “Selling Shareholder”), and (iii) Cohen & Company Financial Management, LLC, the Selling Shareholder’s collateral manager. In accordance with the terms of the Exchange Agreement, the Selling Shareholder exchanged $10.0 million in principal amount trust preferred securities issued by PVF Capital Trust I, a Delaware business trust and wholly owned subsidiary of PVF Capital Corp., for 205,297 shares of PVF Capital Corp.’s common stock (the “Shares”) and two warrants (collectively, the “Warrants”) to purchase an aggregate of up to 1,341,694 shares of PVF Capital Corp. common stock (the “Warrant Shares”). We are registering the Shares, the Warrants and the Warrant Shares pursuant to the Exchange Agreement we entered into with the Selling Shareholder and its collateral manager.

The Selling Shareholder may sell all or a portion of these securities from time to time, in amounts, at prices and on terms determined at the time of offering. These securities may be sold by any means described in the section of the prospectus entitled “Plan of Distribution” beginning on page 18.

We will not receive any proceeds from the sale of the Shares, the Warrants or the Warrant Shares. We will, however, receive cash proceeds equal to the total exercise price of any Warrants that are exercised for cash.

Our common stock is traded on the Nasdaq Capital Market under the symbol “PVFC.” On February 26, 2010, the closing price of our common stock was $1.95 per share.

Investing in the Shares, the Warrants or the Warrant Shares involves risks. You should carefully read the “Risk Factors” beginning on page 8 of this prospectus before investing.

The Shares, the Warrants and the Warrant Shares are equity securities and are not deposits, savings accounts or other obligations of a bank or savings institution and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 4, 2010.

TABLE OF CONTENTS


	Page
Prospectus Summary		3

Risk Factors		8

Incorporation By Reference		10

Cautionary Note Regarding Forward-Looking Statements		11

Description of Common Stock		12

Description of the Warrants		15

Market and Share Price Information		16

Selling Shareholder		17

Plan of Distribution		18

Use of Proceeds		20

Where You Can Find More Information		20

Indemnification		20

Legal Matters		21

Experts		21

You should rely only on the information contained or incorporated by reference in this prospectus. Neither we nor the Selling Shareholder has authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Selling Shareholder is not making an offer to sell these securities in any jurisdiction where the offer or sale of these securities is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of the delivery of this prospectus or any sale of these securities. Our business, financial condition, results of operation and prospects may have changed since these dates.

All references in this prospectus to “PVF Capital Corp.,” “the Company,” “we,” “us,” and “our,” refer to PVF Capital Corp. and its subsidiaries on a consolidated basis, unless the context otherwise requires. References to “Park View Federal Savings Bank” or “the Bank” mean Park View Federal Savings Bank, which is our principal subsidiary.

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. It may not contain all the information that may be important to you. You should read the entire prospectus, including the section entitled “Risk Factors,” and the information to which we refer you and which is incorporated by reference, before making an investment decision.

PVF Capital Corp.

PVF Capital Corp. is the holding company for Park View Federal Savings Bank. PVF Capital Corp. owns and operates Park View Federal Savings Bank, PVF Service Corporation, a real estate subsidiary, and Mid Pines Land Company, a real estate subsidiary. In addition, the PVF Capital Corp. owns PVF Holdings, Inc., a financial services subsidiary, currently inactive, and two other subsidiaries chartered for future operation, but which are also currently inactive. Park View Federal Savings Bank is a federal stock savings bank operating through seventeen offices located in Cleveland, Ohio and the surrounding communities. PVF Capital Corp. also created PVF Capital Trust I and PVF Capital Trust II for the sole purpose of issuing trust preferred securities. Park View Federal Savings Bank has operated continuously for 89 years, having been founded as an Ohio chartered savings and loan association in 1920. PVF Capital Corp.’s main office is located at 30000 Aurora Road, Solon, Ohio 44139 and its telephone number is (440) 248-7171.

Park View Federal Savings Bank’s principal business consists of attracting deposits from the general public and investing these funds primarily in loans secured by first mortgages on real estate located in its market area, which consists of Portage, Lake, Geauga, Cuyahoga, Summit, Medina and Lorain Counties in Ohio. Park View Federal Savings Bank emphasizes the origination of loans for the purchase or construction of residential real estate, commercial real estate and multi-family residential property and land loans. To a lesser extent, Park View Federal Savings Bank originates loans secured by second mortgages, including home equity lines of credit and loans secured by savings deposits.

Park View Federal Savings Bank derives its income principally from interest earned on loans and, to a lesser extent, loan servicing and other fees, gains on the sale of loans and interest earned on investments. Park View Federal Savings Bank’s principal expenses are interest expense on deposits and borrowings and noninterest expense such as compensation and employee benefits, office occupancy expenses and other miscellaneous expenses. Funds for these activities are provided principally by deposits, Federal Home Loan Bank advances and other borrowings, repayments of outstanding loans, sales of loans and operating revenues. The business of PVF Capital Corp. consists primarily of the business of Park View Federal Savings Bank.

At December 31, 2009, we had total consolidated assets of $869.3 million, total deposits of $682.9 million and total shareholders’ equity of $53.6 million.

Recent Developments

Stock Offering. PVF Capital Corp. has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission relating to (i) an offering to current shareholders of non-transferable subscription rights to purchase shares of PVF Capital Corp. common stock and (ii) a concurrent offering of shares of common stock to standby purchasers comprised of certain institutional investors and high net worth individuals (the “Rights Offering Registration Statement.”) The Rights Offering Registration Statement was declared effective by the U.S. Securities and Exchange Commission on February 17, 2010. You may obtain a written prospectus for that offering meeting the requirements of Section 10 of the Securities Act of 1933, as amended, by writing to PVF Capital Corp., 30000 Aurora Road, Solon, Ohio 44139, Attention: Jeffrey N. Male, Corporate Secretary. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy the securities covered by the Rights Offering Registration Statement. There will be no sale of the securities described in the Rights Offering Registration Statement in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

Regulatory Restrictions. On October 19, 2009, PVF Capital Corp. and Park View Federal Savings Bank each entered into a Stipulation and Consent to the Issuance of an Order to Cease and Desist with the Office of Thrift Supervision whereby PVF Capital Corp. and Park View Federal Savings Bank each consented to the issuance of an Order to Cease and Desist without admitting or denying that grounds exist for the Office of Thrift Supervision to initiate an administrative proceeding against PVF Capital Corp. and Park View Federal Savings Bank.

The Park View Federal Savings Bank Cease and Desist Order requires Park View Federal Savings Bank to take several actions, including, but not limited to:

	•		by December 31, 2009, meet and maintain (i) a tier one (core) capital ratio of at least 8.0% and (ii) a total risk-based capital ratio of at least 12.0% after the funding of an adequate allowance for loan and lease losses and submit a detailed plan to accomplish this; as a result of this requirement Park View Federal Savings Bank may not be deemed to be “well-capitalized” under applicable regulations;

	•		if Park View Federal Savings Bank fails to meet these capital requirements at any time after December 31, 2009, within 15 days thereafter prepare a written contingency plan detailing actions to be taken, with specific time frames, providing for (i) a merger with another federally insured depository institution or holding company thereof, or (ii) voluntary liquidation;

	•		adopt revisions to Park View Federal Savings Bank’s liquidity policy to, among other things, increase Park View Federal Savings Bank’s minimum liquidity ratio;

	•		reduce the level of adversely classified assets to no more than 50% of core capital plus allowance for loan and lease losses by December 31, 2010 and to reduce the level of adversely classified assets and assets designated as special mention to no more than 65% of core capital plus allowance for loan and lease losses by December 31, 2010;

	•		submit for Office of Thrift Supervision approval a new business plan that will include the requirements contained in the Cease and Desist Order and that also will include well supported and realistic strategies to achieve consistent profitability by September 30, 2010;

	•		restrict quarterly asset growth to an amount not to exceed net interest credited on deposit liabilities until the Office of Thrift Supervision approves of the new business plan;

	•		cease to accept, renew or roll over any brokered deposit or act as a deposit broker, without the prior written waiver of the Federal Deposit Insurance Corporation; and

	•		not declare or pay dividends or make any other capital distributions from Park View Federal Savings Bank without receiving prior Office of Thrift Supervision approval.

The PVF Capital Corp. Cease and Desist Order requires PVF Capital Corp. to take several actions, including, but not limited to:

	•		submit a capital plan that includes, among other things, (i) the establishment of a minimum tangible capital ratio of tangible equity capital to total tangible assets commensurate with PVF Capital Corp.’s consolidated risk profile, and (ii) specific plans to reduce the risks to PVF Capital Corp. from its current debt levels and debt servicing requirements;

	•		not declare, make or pay any cash dividends or other capital distributions or purchase, repurchase or redeem or commit to purchase, repurchase or redeem PVF Capital Corp. equity stock without the prior non-objection of the Office of Thrift Supervision, except that this provision does not apply to immaterial capital stock redemptions that arise in the normal course of PVF Capital Corp.’s business in connection with its stock-based compensation plans; and

•

not incur, issue, renew, roll over or increase any debt or commit to do so without the prior non-objection of the Office of Thrift Supervision (debt includes loans, bonds, cumulative preferred stock, hybrid capital instruments such as subordinated debt or trust preferred securities, and guarantees of debt).

The Cease and Desist Orders also impose certain on-going reporting obligations and additional restrictions on severance and indemnification payments, changes in directors and management, employment agreements and compensation arrangements that PVF Capital Corp. and Park View Federal Savings Bank may enter into, third party service contracts and transactions with affiliates.

With exception to the higher capital requirement discussed below, we have complied to date with all requirements of the Cease and Desist Orders and we will continue to work to comply with all such requirements in the future. We have submitted a capital plan and a business plan which plans contemplate a first calendar quarter 2010 closing date for the stock offering discussed above and which is being reviewed by the Office of Thrift Supervision. Although we did not comply with the higher capital ratio requirements by the December 31, 2009 required date, based on informal discussions with the Office of Thrift Supervision and due to the pendency of the stock offering, management does not expect that any additional material restrictions or penalties will be imposed by the Office of Thrift Supervision as a result of not complying with the December 31, 2009 deadline, assuming we are able to raise sufficient capital in the stock offering. We have also submitted to the Office of Thrift Supervision our reduction targets for our adversely classified assets. Both Cease and Desist Orders will remain in effect until terminated, modified, or suspended in writing by the Office of Thrift Supervision.

The failure to comply with the Cease and Desist Orders could result in the initiation of further enforcement action by the Office of Thrift Supervision, including the imposition of further operating restrictions. The Office of Thrift Supervision could also direct us to seek a merger partner. We have incurred, and expect to continue to incur, significant additional regulatory compliance expense in connection with the Cease and Desist Orders.

The regulatory restrictions on asset growth and brokered deposits have not materially impacted and are not expected to have in the near future a material impact on our operations or asset size. Our operations have been and are expected to continue to be focused on reducing nonperforming assets, which, as a result, will reduce our asset size. As our asset size decreases, brokered deposits are not needed to fund the lower level of assets. Consistent with management’s strategy to increase capital ratios and reduce problem assets, total assets and deposits declined slightly during the three months ended December 31, 2009.

New Management. Since October 2009, we have appointed a new Chief Financial Officer, Chief Lending Officer and Head of Retail Banking. Information on these individuals is included below.

New Chief Financial Officer. In November 2009, James H. Nicholson was appointed Chief Financial Officer of PVF Capital Corp. and Park View Federal Savings Bank. From 2006 to 2009, Mr. Nicholson served Huntington Bank in several capacities, including regional chief operating officer (Akron/Canton Region) and regional president and chief operating officer (Eastern Ohio Region). Mr. Nicholson previously served as Executive Vice President and Chief Operating Officer of Unizan Financial Corp. and President and Chief Executive Officer and director of Unizan Bank, National Association from 2002 until Huntington Bancshares, Inc.’s acquisition of Unizan Financial in 2006. Previously, Mr. Nicholson’s served BancFirst Ohio Corp. and The First National Bank of Zanesville as Controller of the bank from 1990 to 1994, Chief Financial Officer until 1996, Executive Vice President and Chief Operating Officer until 1997, and President and Chief Executive Officer and a director of the bank until the merger with Unizan Financial (formerly UNB Corp.) in 2002. Mr. Nicholson became a director of BancFirst Ohio Corp. in 2000, and was also serving as its Executive Vice President and Corporate Secretary at the time of the 2002 merger.

New Chief Lending Officer. In November 2009, Lonnie L. Shiffert was appointed as Chief Lending Officer of Park View Federal Savings Bank. Previously, Mr. Shiffert served in several senior level commercial real estate positions with institutions in the Cleveland area, including with Citizens Bank as Senior Vice President and Manager, Commercial Real Estate Department (2007 to 2009), Sky Bank as Senior Vice President and Manager, Commercial Real Estate Department (2006 to 2007), Fifth Third Bank as Senior Vice President and Manager, Commercial Real Estate Department (2004 to 2006), Provident Bank as Senior Vice President and Manager, Commercial Real Estate Department (1998 to 2004).

New Head of Retail Banking. In October 2009, Jane S. Grebenc was appointed as Executive Vice President, Retail Banking of Park View Federal Savings Bank. Previously, Ms. Grebenc served as Executive Vice President, Wealth Segment and Senior Executive, Private Bank at KeyBank National Association from 2008 to 2009. Ms. Grebenc previously served National City Corporation from 1982 to 2007 in several capacities, including Executive Vice President, Private Client Group (2006 to 2007), Executive Vice President, Loan Operations (2003 to 2006), Executive Vice President, Branch Network (1999 to 2003) and Executive Vice President, Retail Banking Group (1995 to 1998).

Second Trust Preferred Exchange. On October 7, 2009, we entered into an agreement with investors holding trust preferred securities with an aggregate liquidation amount of $10.0 million issued by PVF Capital Trust II (the “Second Trust Preferred Exchange”). Pursuant to the agreement, the investors will tender $10.0 million aggregate liquidation amount of trust preferred securities to PVF Capital Corp. in exchange for an aggregate of $400,000 in cash, a number of shares of common stock (the “Initial Shares”) equal to $600,000 divided by the conversion price and warrants to acquire 769,608 shares of common stock plus 9.9% of the Initial Shares. Further, PVF Capital Corp. will issue additional warrants that become exercisable in the event PVF Capital Corp. completes one or more public offerings or private placements of its common stock within a year. The second group of warrants will give the holders thereof the right to acquire additional shares of common stock so that the total number of shares they could acquire under all warrants would entitle them to purchase an aggregate of 4.9% of the common stock to be outstanding following the public offering or offerings completed during that one-year period. The consummation of the Second Trust Preferred Exchange is subject to the approval of PVF Capital Corp.’s shareholders at the upcoming annual meeting of shareholders. Upon consummation of the Second Trust Preferred Exchange, PVF Capital Corp. intends to submit for cancellation the trust preferred securities, the common securities issued by PVF Capital Trust II and the related subordinated debentures. The securities to be issued in connection with the Second Trust Preferred Exchange have not yet been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

Background of the Transaction

On September 1, 2009, PVF Capital Corp. entered into an Exchange Agreement with Alesco Preferred Funding IV, Ltd. (the “Selling Shareholder”) and Cohen & Company Financial Management, LLC, the Selling Shareholder’s collateral manager. The Selling Shareholder is the former holder of $10.0 million principal amount trust preferred securities issued by PVF Capital Trust I, a special purpose entity which was formed by PVF Capital Corp. in 2004 for the sole purpose of issuing $10.0 million of variable rate trust preferred securities (the “Capital Securities”). PVF Capital Corp. issued subordinated deferrable interest debentures (the “Subordinated Debentures”) to PVF Capital Trust I in exchange for the proceeds of the offering of the trust preferred securities. The trust preferred securities carry a variable interest rate that adjusts to the three month LIBOR rate plus 260 basis points. The Subordinated Debentures are the sole asset of PVF Capital Trust I.

Under the Exchange Agreement, on September 3, 2009, the Selling Shareholder exchanged its $10.0 million of trust preferred securities for consideration to be paid by PVF Capital Corp. The consideration paid by PVF Capital Corp. consisted of (i) a cash payment of $500,000; (ii) 205,297 shares of PVF Capital Corp.’s common stock (the “Shares”); (iii) a warrant (“Warrant A”) to purchase 769,608 shares of PVF Capital Corp. common stock (the “Warrant A Shares”); and (iv) a warrant (“Warrant B” and together with Warrant A, the “Warrants”) to purchase a number of shares of PVF Capital Corp. common stock equal to 9.9% of any shares of PVF Capital Corp. common stock issued, exclusive of any warrant or warrant shares, in exchange for capital securities of PVF Capital Trust II in the event PVF Capital Corp. in the future issues shares of its common stock in exchange for PVF Capital Trust II capital securities (the “Warrant B Shares” and, together with the Warrant A Shares, the “Warrant Shares”).

The number of shares of PVF Capital Corp. common stock issuable pursuant to each of Warrant A and Warrant B may not exceed certain limits. Specifically, the number of shares issuable upon the exercise of Warrant A or Warrant B may not exceed the maximum number of shares of PVF Capital Corp.’s common stock such that the Selling Shareholder, upon its exercise of the applicable Warrant, shall own 9.9% of PVF Capital Corp.’s common stock then issued and outstanding, except that in the event the Selling Shareholder receives comfort from the Office of Thrift Supervision that allows it to rebut the presumption that its holdings of PVF Capital Corp.’s common stock constitute control of PVF Capital Corp. for the purpose of the applicable Office of Thrift Supervision regulations, this limitation shall have no effect. In addition, the number of shares of PVF Capital Corp. common stock issuable upon the exercise of Warrant B may not exceed a number of shares equal to 1,546,991 shares minus the sum of 205,297 and 769,608 shares of common stock. Accordingly, the maximum number of shares of PVF Capital Corp. common stock issuable upon the exercise of the Warrants is 1,341,694. At February 26, 2010, the maximum number of shares issuable upon the exercise of the Warrants was approximately 648,874.

Warrant A is exercisable at any time before September 3, 2011 at a price equal to the lesser of (i) $4.00 per share, (ii) the offering price for shares of PVF Capital Corp. common stock issued solely for cash in any subsequent public offering or private placement of PVF Capital Corp.’s common stock, or (iii) the Conversion Price (as defined below) for any subsequent exchange of PVF Capital Corp. common stock for capital securities of PVF Capital Trust II.

Warrant B is exercisable at any time before September 3, 2011 at the conversion price utilized in any subsequent exchange of PVF Capital Corp. common stock for capital securities of PVF Capital Trust II pursuant to an exchange agreement executed within one year of September 3, 2009. The conversion price is defined in the Exchange Agreement as the price, if any, utilized in any subsequent exchange of PVF Capital Corp. common stock for capital securities of PVF Capital Trust II to determine the number of shares of PVF Capital Corp. common stock to be exchanged for PVF Capital Trust II capital securities exclusive of any warrants, warrant shares or warrant prices. For example, if the subsequent exchange agreement for the capital securities of PVF Capital Trust II provided for terms identical to those provided in the Exchange Agreement, then the conversion price would be the daily average closing price of PVF Capital Corp.’s common stock for the 20 business days prior to the date of the subsequent agreement.

Upon consummation of the transaction, the Capital Securities, common securities issued by PVF Capital Trust and the Subordinated Debentures were cancelled and are no longer outstanding.

Pursuant to the terms of the Exchange Agreement, PVF Capital Corp. agreed to file a registration statement with the Securities and Exchange Commission within 60 days of the closing date with respect to the Shares, the Warrants and the Warrant Shares. PVF Capital Corp. and the Selling Shareholder mutually agreed to extend the deadline for the filing of the registration statement with respect to the Shares and the Warrants to November 12, 2009.

Terms of the Transaction


Shares Offered		205,297 shares of common stock

Warrants Offered		Warrants to purchase up to 1,341,694 shares of common stock

Selling Shareholder		Alesco Preferred Funding IV, Ltd. We are not selling any Shares, Warrants or Warrant Shares in this offering.


Use of Proceeds		We will not receive any proceeds from the resale of Shares, Warrants or Warrant Shares by the Selling Shareholder. We will, however, receive cash proceeds equal to the total exercise price of any Warrants that are exercised for cash. See “Use of Proceeds.”

Plan of Distribution		See “Plan of Distribution” for a discussion of the methods that may be used by the Selling Shareholder in its offer and sale of our Shares, Warrants and Warrant Shares.

Risk Factors		See “Risk Factors” for a discussion of certain factors you should consider before investing in our Shares, Warrants or Warrant Shares.

RISK FACTORS

You should carefully consider the risk factors set forth under “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2009 and in Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2009 and December 31, 2009, which are incorporated by reference in this prospectus. Any of those risks could materially and adversely affect our business, financial condition or results of operations. If any risks materially and adversely affect our business, financial condition or results of operations, the trading price of our common shares could decline and you may lose all or part of your investment.

In addition to the risks in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, we have also identified the following additional risk factors:

Our adjustable-rate mortgage loans may expose us to increased lending risks.

At December 31, 2009, we had $574.7 million in adjustable-rate mortgage loans, or 86.2% of our total loan portfolio. In addition, $327.5 million, or 57.0%, of our adjustable-rate mortgage loans will have interest rate adjustments on or prior to December 31, 2010. While adjustable-rate loans better offset the adverse effects of an increase in interest rates as compared to fixed-rate mortgages, the increased mortgage payments required of adjustable-rate loan borrowers upon an interest rate adjustment in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also may be adversely affected in a high interest rate environment. In addition, although adjustable-rate mortgage loans help make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits.

Our emphasis on construction and commercial real estate lending and land loans may expose us to increased lending risks.

At December 31, 2009, we had $205.0 million in loans secured by commercial real estate, $33.6 million in real estate construction loans, which included $20.8 million in residential construction loans, $3.8 million in loans for the construction of multi-family properties and $9.0 million for the construction of commercial properties and $58.1 million in loans secured by land. Commercial real estate loans, construction loans and land loans represented 31.4%, 5.1% and 8.9%, respectively, of our net loan portfolio. At December 31, 2009, we had $15.1 million of reserves specifically allocated to these loan types. While commercial real estate, construction and land loans are generally more interest rate sensitive and carry higher yields than do residential mortgage loans, these types of loans generally expose a lender to greater risk of non-payment and loss than single-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers and, for construction loans, the accuracy of the estimate of the property’s value at completion of construction and the estimated cost of construction. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to single-family residential mortgage loans.

Stockholders will face significant dilution as a result of a contemplated stock offering and warrants issued or to be issued in exchange for trust preferred securities.

We have filed a Registration Statement on Form S-1 with the Securities and Exchange Commission relating to (i) an offering to current shareholders of PVF Capital Corp. of non-transferable subscription rights to purchase shares of PVF Capital Corp. common stock and (ii) a concurrent offering of shares of common stock to standby purchasers comprised of certain institutional investors and high net worth individuals (the “Rights Offering Registration Statement”). See “Prospectus Summary—Recent Developments—Stock Offering.” If the offering described in the Rights Offering Registration Statement is completed, the Company’s existing stockholders will incur substantial dilution of their voting interests and will own a significantly smaller percentage of PVF Capital Corp.’s outstanding common stock following such offering. The dilutive effect of that offering may have a significant impact on the market price of PVF Capital Corp.’s common stock.

In addition, pursuant to the Exchange Agreement between PVF Capital Corp. and the Selling Shareholder, we issued a warrant to acquire a number of shares of common stock equal to 769,608 shares, and upon completion of the Second Trust Preferred Exchange we will issue a warrant to acquire 9.9% of the shares to be issued in the Second Trust Preferred Exchange (exclusive of shares issuable upon the exercise of warrants). In addition, pursuant to the Second Trust Preferred Exchange, the investors will tender $10.0 million aggregate liquidation amount of trust preferred securities to PVF in exchange for an aggregate of $400,000 in cash, the Initial Shares and warrants to acquire 769,608 shares of common stock plus 9.9% of the Initial Shares. Further, we will issue additional warrants that become exercisable in the event we complete one or more public offerings or private placements of our common stock (including the stock offering contemplated by the Rights Offering Registration Statement) within a year. The second group of warrants will give the holders the right to acquire additional shares of common stock so that the total number of shares they could acquire under all warrants would be an aggregate of 4.9% of the common stock to be outstanding following the public offering or offerings completed during that one-year period. The dilutive effect of this second group of warrants may also have a significant impact on the market price of PVF Capital Corp.’s common stock.

We could, as a result of our stock offering or future investments in our common stock by 5% holders, experience an “ownership change” for tax purposes that could cause us to permanently lose a portion of our U.S. federal deferred tax assets.

The completion of our stock offering could cause PVF Capital Corp. to experience an “ownership change” as defined for U.S. federal income tax purposes. Even if these transactions do not cause PVF Capital Corp. to experience an “ownership change,” these transactions materially increase the risk that PVF could experience an “ownership change” in the future. As a result, issuances or sales of common stock or other securities in the future (including common stock issued in the stock offering), or certain other direct or indirect changes in ownership, could result in an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended. In the event an “ownership change” were to occur, PVF Capital Corp. could realize a permanent loss on a portion of its U.S. federal deferred tax assets as a result of certain limitations on certain built-in losses that have not been recognized for tax purposes, including, for example, losses on existing nonperforming assets. The amount of the permanent loss would depend on the size of the annual limitation (which is in part a function of PVF Capital Corp.’s market capitalization at the time of an ownership change) and the applicable carryforward period for losses that have been limited (U.S. federal net operating losses generally may be carried forward for a period of 20 years). Any permanent loss could have a material adverse effect on PVF Capital Corp.’s results of operations and financial condition.

PVF Capital Corp. has not established a valuation allowance against its U.S. federal deferred tax assets of December 31, 2009, as PVF Capital Corp. believed, based on its analysis as of that date, that it was more likely than not that all of these assets would be realized. Section 382 of the Internal Revenue Code imposes restrictions on the use of a corporation’s net operating losses, certain recognized built-in losses and other carryovers after an “ownership change” occurs. An “ownership change” is generally a greater than 50 percentage point increase by certain “5% shareholders” during the testing period, which is generally the three year-period ending on the transaction date. Upon an “ownership change,” a corporation generally is subject to an annual limitation on its pre-change losses and certain recognized built-in losses equal to the value of the corporation’s market capitalization immediately before the “ownership change” multiplied by the long-term tax-exempt rate (subject to certain adjustments). The annual limitation is increased each year to the extent that there is an unused limitation in a prior year. Since U.S. federal net operating losses generally may be carried forward for up to 20 years, the annual limitation also effectively provides a cap on the cumulative amount of pre-change losses and certain recognized built-in losses that may be utilized. Pre-change losses and certain recognized built-in losses in excess of the cap are effectively lost. Thus, if an “ownership change” were to occur, it is possible that the limitations imposed could cause a net increase in our U.S. Federal income tax liability and cause U.S. Federal income taxes to be paid earlier than if such limitations were not in effect.

The relevant calculations under Section 382 of the Internal Revenue Code are technical and highly complex. The stock offering, combined with other ownership changes in recent years, could cause PVF Capital Corp. to experience an “ownership change.” If an “ownership change” were to occur, PVF Capital Corp. believes it could permanently lose the ability to realize a portion of its deferred tax asset, resulting in reduction to PVF Capital Corp.’s total shareholders’ equity. This could also decrease Park View Federal Savings Bank’s regulatory capital. PVF Capital Corp. does not believe, however, that any such decrease in regulatory capital would be material.

INCORPORATION BY REFERENCE

Securities and Exchange Commission regulations permit us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the Securities and Exchange Commission. The information incorporated by reference is considered to be part of this prospectus. Information incorporated by reference from earlier documents is superseded by information set forth in this prospectus and by information that has been incorporated by reference from more recent documents.

The following documents filed by us with the Securities and Exchange Commission are incorporated by reference in this prospectus:

	•		Our Annual Report on Form 10-K for the fiscal year ended June 30, 2009, filed with the Securities and Exchange Commission on September 28, 2009 and amended on October 28, 2009;


	•		Our Quarterly Reports on Form 10-Q for the quarters ended September 30, 2009 and December 31, 2009, as filed with the Securities and Exchange Commission on November 9, 2009 and January 29, 2010; and



	•		Our Current Reports on Form 8-K, as amended, filed with the Securities and Exchange Commission on September 4, 2009 and amended on September 10, 2009, September 10, 2009, September 21, 2009, September 29, 2009, October 5, 2009, October 16, 2009, October 23, 2009, November 3, 2009, November 16, 2009, December 1, 2009, December 17, 2009, January 7, 2010, January 20, 2010, February 3, 2010 and February 23, 2010.

In accordance with Securities and Exchange Commission rules that allow incorporation by reference, we have incorporated by reference from these reports the description of our business, our properties, any legal proceedings, our financial statements and our management’s discussion and analysis of our financial condition and results of operations. We have also incorporated by reference disclosure with respect to the security ownership of certain beneficial owners and management, our officers and directors, their compensation and any related party transactions between us and our officers and directors.

You can obtain any of the reports that are incorporated by reference from the Securities and Exchange Commission’s website at www.sec.gov. Reports incorporated by reference also are available from us without charge, including any exhibits specifically incorporated into this prospectus by reference. You may obtain documents by requesting them in writing or by telephone as follows:

PVF Capital Corp.
Corporate Secretary
30000 Aurora Road
Solon, Ohio 44139
(440) 914-3900

These reports are also accessible through our website located at www.parkviewfederal.com.

You should rely only on the information provided in or incorporated by reference into this prospectus or any supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of these documents.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of our statements contained in, or incorporated by reference into, this prospectus are “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of invoking these safe harbor provisions. Forward-looking statements are not guarantees of performance or results. When we use words like “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “target,” “could,” “is likely,” “should,” “would,” “will,” and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. These forward-looking statements involve risks and uncertainties and are based on our beliefs and assumptions, and on the information available to us at the time that these disclosures were prepared. These forward-looking statements involve risks and uncertainties and may not be realized due to a variety of factors, including, but not limited to, the following:

	•		the unfavorable effects of future economic conditions, including inflation, recession or a continuing decrease in real estate values;

	•		the failure of assumptions underlying the establishment of our allowance for loan losses, that may prove to be materially incorrect or may not be borne out by subsequent events;

	•		adverse changes in the securities’ markets;

	•		changes in governmental monetary and fiscal policies, as well as legislative and regulatory changes;

	•		the risks of changes in interest rates on the level and composition of deposits, loan demand and the values of loan collateral, securities and interest sensitive assets and liabilities;


	•		the imposition of a formal enforcement action by bank regulatory authorities upon Park View Federal Savings Bank or PVF Capital Corp.;


	•		the effects of terrorism and efforts to combat it;

	•		our ability to effectively manage market risk, credit risk and operational risk;

	•		the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally and internationally, together with competitors offering banking products and services by mail, telephone and the Internet;

	•		the effect of any mergers, acquisitions or other transactions to which we or our subsidiaries may from time to time be a party, including our ability to successfully integrate any businesses that we acquire; and

	•		the risks described in this prospectus and our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this Cautionary Note. Our actual results may differ significantly from those we discuss in these forward-looking statements. For other factors, risks and uncertainties that could cause our actual results to differ materially from estimates and projections contained in these forward-looking statements, please read the “Risk Factors” section of this prospectus. Any forward-looking statement speaks only as of the date which such statement was made, and, except as required by law, we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

DESCRIPTION OF COMMON STOCK

The following description does not purport to be complete and is subject to, and qualified in its entirety by reference to, our Articles of Incorporation, Code of Regulations, and our Bylaws, as amended to date.

Common Stock

We are currently authorized to issue 15,000,000 shares of common stock, $.01 par value. There were 7,979,120 shares of common stock outstanding as of as of February 26, 2010.

Dividend Rights

Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors out of legally available funds, and to receive pro rata any assets distributable to holders of our common stock upon our liquidation.

In December 2008, PVF Capital Corp. deferred the payment of dividends on its subordinated debentures. Under the terms of the debentures, if PVF Capital Corp. defers the payment of interest on the debentures, PVF Capital Corp. generally may not pay dividends or distributions, or redeem, purchase, or make a liquidation payment with respect to any of its capital stock. Accordingly, at such time, PVF Capital Corp. discontinued the payment of cash dividends on the common stock. Pursuant to the Cease and Desist Order, PVF Capital Corp. may not declare or pay a dividend, including the repurchase or redemption of capital stock, without the prior non-objection of the Office of Thrift Supervision.

Voting Rights

Holders of our common stock are entitled to vote for the election of directors and upon all other matters, which may be submitted to a vote of shareholders generally, with each share being entitled to one vote. Our common shareholders do not possess cumulative voting rights. This means that holders of more than 50% of our common stock (on a fully diluted basis) voting for the election of directors can elect all of the directors, and holders of the remaining shares will not be able to elect any directors.

Directors are elected by a plurality of the votes cast at the meeting, i.e., the nominees receiving the highest number of votes will be elected regardless of whether such votes constitute a majority of the shares represented at the meeting. Any other corporate action shall be authorized by a majority of the votes cast at the meeting unless otherwise provided by Chapter 1701 of the Ohio Revised Code, our First Amended and Restated Articles of Incorporation, Amended and Restated Code of Regulations, or our Amended and Restated Bylaws.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of our holding company, the holders of our common stock would be entitled to receive, after payment or provision for payment of all our debts and liabilities, all of our assets available for distribution. Holders of our serial preferred stock, if any such shares are then outstanding, may have a priority over the holders of common stock in the event of any liquidation or dissolution. We have no serial preferred stock currently outstanding.

Other Rights

Common shareholders have no preemptive rights to purchase additional securities that may be issued by us in the future. There are no redemption or conversion provisions applicable to our common stock, and common shareholders are not liable for any further capital call or assessment.

Anti-Takeover Effects

First Amended and Restated Articles of Incorporation. Our First Amended and Restated Articles of Incorporation provide for a classified board to which approximately one-third of our board of directors is elected each year at our annual meeting of shareholders. Accordingly, our directors serve three-year terms rather than one-year terms. The classification of our board of directors has the effect of making it more difficult for shareholders to change the composition of our board of directors. At least two annual meetings of shareholders, instead of one, will generally be required to effect a change in a majority of our board of directors. The classification of our board of directors could also have the effect of discouraging a third party from initiating a proxy contest, making a tender offer or otherwise attempting to obtain control of us, even though such an attempt might be beneficial to us and our shareholders. The classification of our board of directors could thus increase the likelihood that incumbent directors will retain their positions.

Our First Amended and Restated Articles of Incorporation require the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding common stock of the Company entitled to vote with respect to each such transaction: (a) any merger, share exchange or consolidation of the Company with or into a related person (as defined therein); (b) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage, or any other security device, of all or any substantial part (as defined therein) of the assets of the Company (including, without limitation, any voting securities of a subsidiary) or of a subsidiary to a related person; (c) any merger or consolidation of a related person with or into the Company or a subsidiary; (d) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage, or any other capital device, of all or any substantial part of the assets of related person to the Company or a subsidiary; (e) the issuance of any securities of the Company or a subsidiary of a related person; (f) the acquisition by the Company or a subsidiary of any securities of a related person; (g) any reclassification of the common stock of the Company, or any recapitalization involving the common stock of the Company; and (h) any agreement, contract or other arrangement providing for any of the transactions described in (a) through (g) above (the “Special Voting Requirement”). The Special Voting Requirement shall not apply to any such merger, consolidation, sale or exchange, issuance or delivery of stock or other securities, or dissolution which was approved by the affirmative vote of at least two-thirds of the continuing directors (as defend therein), provided such approval was obtained at a meeting in which a continuing director quorum (as defined therein) was present, nor shall it apply to any such transactions solely between the Company and another entity ninety percent (90%) or more of the voting stock or voting equity interests of which is owned by the Company provided that Chapter 1704 of the Ohio Revised Code does not prevent such transaction from being effected.

Our First Amended and Restated Articles of Incorporation also contain additional provisions that may make takeover attempts and other acquisitions of interests in us more difficult where the takeover attempt or other acquisition has not been approved by our board of directors. These provisions include:

	•		a requirement that a shareholder wishing to nominate directors for election comply with certain procedures, including advance notice requirements; and

	•		the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding common stock of the Company shall be required to:

	•		remove any directory or the entire board of directors of the Company unless for cause; and

	•		amend or repeal certain articles in our First Amended and Restated Articles of Incorporation, some of which include: the article regarding actions by shareholders (Article Ninth); the article regarding the classification of our board of directors (Article Tenth); the article regarding the removal of directors (Article Eleventh); the article regarding the Special Voting Requirement (Article Fourteenth); and the article regarding the repeal or amendment of the Company’s Code of Regulations (Article Fifteenth), except that such repeal, alteration, amendment or rescission of the above referenced articles may be made by the affirmative vote of the holders of a majority of the

outstanding shares of capital stock of the Company entitled to vote at a meeting of stockholders if the same is first approved by a majority of the directors.

Control Share Acquisitions. Section 1701.831 of the Ohio Revised Code provides that certain notice and informational filings and special shareholder meeting and voting procedures must be followed prior to consummation of a proposed “control share acquisition.” The Ohio Revised Code defines a “control share acquisition” as any acquisition of an issuer’s shares which would entitle the acquirer, immediately after that acquisition, directly or indirectly, to exercise or direct the exercise of voting power of the issuer in the election of directors within any one of the following ranges of that voting power:

	•		one-fifth or more but less than one-third of that voting power;

	•		one-third or more but less than a majority of that voting power; or

	•		a majority or more of that voting power.

Assuming compliance with the notice and information filings prescribed by the statute, the proposed control share acquisition may be made only if, at a special meeting of shareholders, the acquisition is approved by at least a majority of the voting power of the issuer represented at the meeting and at least a majority of the voting power remaining after excluding the combined voting power of the “interested shares.” “Interested shares” are the shares held by the intended acquirer and the employee-directors and officers of the issuer, as well as certain shares that were acquired after the date of the first public disclosure of the acquisition but before the record date for the meeting of shareholders and shares that were transferred, together with the voting power thereof, after the record date for the meeting of shareholders.

Nasdaq. In addition, under existing Nasdaq Stock Market regulations, approval of a majority of the holders of common stock would be required in connection with any transaction or series of related transactions that would result in the original issuance of additional shares of common stock for a price less than the greater of book or market value, other than in a public offering for cash, (i) if the common stock (including securities convertible into or exercisable for common stock) has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such common stock; or (ii) if the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares outstanding before the issuance of the common stock.

DESCRIPTION OF THE WARRANTS

On September 3, 2009, pursuant to the terms of the Exchange Agreement, we issued to the Selling Shareholder: (i) a warrant (“Warrant A”) to purchase 769,608 shares of Company common stock (the “Warrant A Shares”); and (ii) a warrant (“Warrant B” and together with Warrant A, the “Warrants”) to purchase a number of shares of Company common stock equal to 9.9% of any shares of Company common stock issued, exclusive of any warrant or warrant shares, in exchange for capital securities of PVF Capital Trust II in the event PVF Capital Corp. in the future issues shares of its common stock in exchange for PVF Capital Trust II capital securities (the “Warrant B Shares” and, together with the Warrant A Shares, the “Warrant Shares”).

The number of shares of Company common stock issuable pursuant to each of Warrant A and Warrant B may not exceed certain limits. Specifically, the number shares issuable upon the exercise of Warrant A or Warrant B may not exceed the maximum number of shares of PVF Capital Corp.’s common stock such that the Selling Shareholder, upon its exercise of the applicable Warrant, shall own 9.9% of PVF Capital Corp.’s common stock then issued and outstanding, except that in the event the Selling Shareholder receives comfort from the Office of Thrift Supervision that allows it to rebut the presumption that its holdings of PVF Capital Corp.’s common stock constitute control of PVF Capital Corp. for the purpose of the applicable Office of Thrift Supervision regulations, this limitation shall have no effect. In addition, the number of shares of Company common stock issuable upon the exercise of Warrant B may not exceed a number of shares equal to 1,546,991 shares minus the sum of 205,297 and 769,608 shares of PVF Capital Corp.’s common stock. Accordingly, the maximum number of shares of Company common stock issuable upon the exercise of the Warrants is 1,341,694. At February 26, 2010, the maximum number of shares issuable upon the exercise of the Warrants was approximately 648,874.

Warrant A is exercisable at any time before September 3, 2011 at a price equal to the lesser of (i) $4.00 per share, (ii) the offering price for shares of Company common stock issued solely for cash in any subsequent public offering or private placement of PVF Capital Corp.’s common stock, or (iii) the Conversion Price (as defined below) for any subsequent exchange of Company common stock for capital securities of PVF Capital Trust II.

Warrant B is exercisable at any time before September 3, 2011 at the Conversion Price utilized in any subsequent exchange of Company common stock for capital securities of PVF Capital Trust II pursuant to an exchange agreement executed within one year of September 3, 2009. The Conversion Price is defined in the Exchange Agreement as the price, if any, utilized in any subsequent exchange of Company common stock for capital securities of PVF Capital Trust II to determine the number of shares of Company common stock to be exchanged for PVF Capital Trust II capital securities exclusive of any warrants, warrant shares or warrant prices. For example, if the subsequent exchange agreement for the capital securities of PVF Capital Trust II provided for terms identical to those provided in the Exchange Agreement, then the Conversion Price would be the daily average closing price of PVF Capital Corp.’s common stock for the 20 business days prior to the date of the subsequent agreement.

MARKET AND SHARE PRICE INFORMATION

The Company’s common stock trades under the symbol “PVFC” on the Nasdaq Capital Market. The Company had 7,979,120 shares of common stock outstanding and approximately 154 holders of record of the common stock at February 26, 2010. On February 26, 2010, the most recent practicable date before the date of this prospectus, the closing price of our common stock as reported on the Nasdaq Capital Market was $1.95 per share.

Office of Thrift Supervision regulations applicable to all federal savings banks, such as Park View Federal Savings Bank, limit the dividends that may be paid by the Park View Federal Savings Bank to PVF Capital Corp.. Any dividends paid may not reduce Park View Federal Savings Bank’s capital below minimum regulatory requirements. Pursuant to the Cease and Desist Order, Park View Federal Savings Bank may not declare or pay a dividend without receiving prior Office of Thrift Supervision approval.

Quarterly cash dividends of $.074 per share were declared on PVF Capital Corp’s outstanding common stock in fiscal 2008, and cash dividends of $.0025 per share were declared on PVF Capital Corp’s outstanding common stock during the first quarter of fiscal 2009. In December 2008, PVF Capital Corp. discontinued the payment of cash dividends on the common stock. Pursuant to the Cease and Desist Order, PVF Capital Corp. may not declare or pay a dividend, including the repurchase or redemption of capital stock, without the prior non-objection of the Office of Thrift Supervision.

The following table sets forth, for the periods indicated, the high and low sales prices per share of PVF Capital Corp’s common stock as reported on the Nasdaq Capital Market.


Fiscal Year Ending June 30, 2010	High		Low

Third quarter (through February 26, 2010)	$	4.39	$	1.75
Second quarter		2.60		1.58
First quarter		3.00		1.70


Fiscal Year Ended June 30, 2009	High		Low

Fourth quarter	$	2.60	$	1.67
Third quarter		3.19		1.25
Second quarter		4.76		1.50
First quarter		7.40		4.00


Fiscal Year Ended June 30, 2008	High		Low

Fourth quarter	$	10.51	$	7.15
Third quarter		11.88		9.62
Second quarter		15.53		11.01
First quarter		15.93		12.55

SELLING SHAREHOLDER

The table below sets forth information concerning the resale of our Shares and Warrants by the Selling Shareholder. The Selling Shareholder acquired the Shares and Warrants pursuant to the terms of the Exchange Agreement. Pursuant to the Exchange Agreement we entered into with the Selling Shareholder, we agreed to file with the Securities and Exchange Commission a registration statement, of which this prospectus is a part, to register the resale of our Shares, Warrants and Warrant Shares by the Selling Shareholder, the Selling Shareholder has not held any position or office or had any other material relationship with us or any of our predecessors or affiliates within the past three years.

The following table is based on information provided to us by the Selling Shareholder and is as of the date of this prospectus. Because the Selling Shareholder may offer all or some portion of our common stock, no estimate can be given as to the amount of shares of PVF Capital Corp. common stock that will be held by the Selling Shareholder upon termination of this offering. For purposes of the table below, however, we have assumed that after termination of this offering, none of the Shares, Warrants or Warrant Shares covered by this prospectus will be held by the Selling Shareholder.

Maximum

number of

shares of

common

Number of

stock issuable

Number of

shares of

upon

shares of

Percentage

common

exercise of

Percentage of

Common

of Common

stock owned

warrants

Common Stock

Stock owned

before the

being

owned before

after the

Selling Shareholder

offering

registered

the offering

offering

Alesco Preferred Funding IV, Ltd.

205,297

1,341,694

(1)

9.9

%(2)

—



(1)		Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. On the basis of an investment management agreement between Alesco Preferred Funding IV, Ltd. and Cohen & Company Financial Management, LLC, Cohen & Company Financial Management, LLC may be deemed to share beneficial ownership of the shares of PVF Capital Corp. common stock directly owned by Alesco Preferred Funding IV, Ltd. The sole member of Cohen & Company Financial Management, LLC is Dekania Investors, LLC, the sole member of which is Cohen Brothers, LLC. A majority of the voting power of the outstanding equity interests of Cohen Brothers, LLC is controlled by Cohen Bros. Financial, LLC, the sole member of which is Daniel G. Cohen. Accordingly, Dekania Investors, LLC, Cohen Brothers, LLC, Cohen Bros. Financial, LLC and Daniel G. Cohen also may be deemed to share beneficial ownership of the shares of Company common stock directly owned by Alesco Preferred Funding IV, Ltd. However, each such person expressly disclaims beneficial ownership of the shares of Company common stock beneficially owned by each other such person.

(2)		As of February 26, 2010, the maximum number of shares issuable upon the exercise of the Warrants was approximately 648,874. See “Prospectus Summary—Background of the Transaction” and “Description of the Warrants.”

PLAN OF DISTRIBUTION

We are registering the Shares, the Warrants and the Warrant Shares issued or issuable to the Selling Shareholder to permit the resale of the Shares, the Warrants and the Warrant Shares from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale of the Shares, the Warrants or the Warrant Shares by the Selling Shareholder. We will bear all fees and expenses incident to the registration of the Shares, the Warrants and the Warrant Shares.

The Selling Shareholder, and its pledgees, donees, transferees, assignees and other successors in interest, may sell all or a portion of the Shares or Warrant Shares or one or both Warrants beneficially owned by it or them, as applicable, and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Shares, the Warrants or the Warrant Shares are sold through underwriters or broker-dealers, the Selling Shareholder will be responsible for underwriting discounts or commissions or agent’s commissions. The Shares and the Warrant Shares may be sold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter market or in transactions, including private transactions, otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions which may involve crosses or block transactions. The Selling Shareholder may use any one or more of the following methods when selling the Shares, the Warrants or the Warrant Shares:

	•		ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;


	•		block trades in which the broker-dealer will attempt to sell the Shares or Warrant Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;


	•		purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	•		an exchange distribution in accordance with the rules of the applicable exchange;

	•		privately negotiated transactions;

	•		settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;


	•		broker-dealers may agree with the Selling Shareholder to sell a specified number of Shares or Warrant Shares at a stipulated price per share;


	•		through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;

	•		a combination of any such methods of sale; and

	•		any other method permitted pursuant to applicable law.

The Selling Shareholder also may resell all or a portion of the Shares or Warrant Shares or one or both Warrants in open market transactions in reliance upon Rule 144 under the Securities Act, as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

Broker-dealers engaged by the Selling Shareholder may arrange for other broker-dealers to participate in sales. If the Selling Shareholder effects such transactions by selling Shares, Warrants or Warrant Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Shareholder or commissions from purchasers of the Shares, Warrants or Warrant Shares for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with applicable regulations of FINRA.

In connection with sales of Shares, Warrants, Warrant Shares or otherwise, the Selling Shareholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales in the course of hedging in positions they assume. The Selling Shareholder may also sell common stock short and if such short sale shall take place after the date that this registration statement is declared effective the Selling Shareholder may deliver Shares or Warrant Shares covered by this prospectus to close out short positions and to return borrowed Shares or Warrant Shares in connection with such short sales.

The Selling Shareholder may also loan or pledge Shares, Warrants or Warrant Shares to broker-dealers that in turn may sell such Shares, Warrants or Warrant Shares, to the extent permitted by applicable law. The Selling Shareholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Shares, Warrants or Warrant Shares offered by this prospectus, which Shares, Warrants or Warrant Shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the Selling Shareholder has been advised that it may not use Shares, Warrants or Warrant Shares registered on this registration statement to cover short sales made prior to the date the registration statement, of which this prospectus forms a part, has been declared effective by the Securities and Exchange Commission.

The Selling Shareholder may, from time to time, pledge or grant a security interest in some or all of the Shares, Warrants or Warrant Shares owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the Shares, Warrants or Warrant Shares from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of Selling Shareholders to include the pledgee, donees, transferees, assignees or other successors in interest as Selling Shareholders under this prospectus. The Selling Shareholder also may pledge, donates, transfer or assign the Shares, Warrants or Warrant Shares in other circumstances, in which case the pledgees, donees, transferees, assignees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The Selling Shareholder and any broker-dealer or agents participating in the distribution of the Shares, Warrants or Warrant Shares may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the Shares, Warrants or Warrant Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling shareholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended.

The Selling Shareholder does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Shares, Warrants or Warrant Shares. Upon our being notified in writing by the Selling Shareholder that any material arrangement has been entered into with a broker-dealer for the sale of Shares, Warrants or Warrant Shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such Selling Shareholder and of the participating broker-dealer(s), (ii) the number of Shares, Warrants or Warrant Shares involved, (iii) the price at which such Shares, Warrants or Warrant Shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In compliance with FINRA guidelines, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement.

Under the securities laws of some states, the Shares, Warrants and Warrant Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the Shares, Warrants and Warrant Shares may not be sold unless such Shares, Warrants and Warrant Shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that the Selling Shareholder will sell any or all of the Shares, Warrants or Warrant Shares registered pursuant to the registration statement, of which this prospectus forms a part.

The Selling Shareholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Securities Exchange Act of 1934, which may limit the timing of purchases and sales of any of the Shares, Warrants and Warrant Shares by the Selling Shareholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the Shares, Warrants and Warrant Shares to engage in market-making activities with respect to the Shares, Warrants and Warrant Shares. All of the foregoing may affect the marketability of the Shares, Warrants and Warrant Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares, Warrants or Warrant Shares.

In addition, we will make copies of this prospectus available to the Selling Shareholder, and its pledgees, donees, transferees, assignees and other successors in interest, for the purpose of satisfying the prospectus delivery requirements of the Securities Act, which may include delivery through the facilities of the Nasdaq Capital Market pursuant to Rule 153 under the Securities Act.

USE OF PROCEEDS

We will receive no proceeds from the sale of Shares, Warrants or Warrant Shares by the Selling Shareholder. We will, however, receive cash proceeds equal to the total exercise price of any Warrants that are exercised for cash. See “Description of the Warrants” for more information on the exercise of the Warrants. To the extent we receive proceeds from the cash exercise of the Warrants, we intend to use the proceeds for working capital and other general corporate purposes.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports, proxy statements, and other information with the Securities and Exchange Commission. You may read and copy any reports, statements, or other information that we file with the SEC at the SEC’s public reference room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public on the SEC website at www.sec.gov. You may also find copies of reports, statements, and other information we file electronically with the SEC through “Investor Relations” link found on our website at www.parkviewfederal.com

We have filed a Registration Statement on Form S-1 to register the shares of common stock to be sold by the Selling Shareholder. This prospectus is a part of that Registration Statement. As allowed by Securities and Exchange Commission rules, this prospectus does not contain all the information you can find in the Registration Statement or the exhibits to that Registration Statement, which additional information can be found and reviewed as described above.

INDEMNIFICATION

As permitted by law, our directors and officers are entitled to indemnification under certain circumstances against liabilities and expenses incurred in connection with legal proceedings in which they become involved as a result of serving as a director or officer. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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