Registration No. 333-______

     As filed with the Securities and Exchange Commission on March 20, 2006

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           DSA Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                      20-1661802
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                118 Walnut Street
                          Lawrenceburg, Indiana 47025
                    (Address of Principal Executive Offices)

                               Edward L. Fischer
                                118 Walnut Street
                          Lawrenceburg, Indiana 47025
                    (Name and Address of Agent for Service)

           DSA Financial Corporation 2005 Stock-Based Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:
         Edward L. Fischer                            Ned Quint, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
      DSA Financial Corporation             5335 Wisconsin Ave., N.W., Suite 400
          118 Walnut Street                        Washington, D.C. 20015
     Lawrenceburg, Indiana 47025                       (202) 274-2000
           (812) 537-0940
    (Name, Address and Telephone
     Number of Agent for Service)

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. [x]


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

<S>                             <C>                  <C>                     <C>                        <C>
Common stock, par value
$0.01 per share                  42,422 (2)          $13.00 (3)               $551,486                  $59
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                  67,876 (4)          $13.00 (3)               $882,388                  $94
--------------------------------------------------------------------------------------------------------------------

TOTALS                            110,298                                   $1,433,874                 $153
--------------------------------------------------------------------------------------------------------------------
<FN>
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the DSA Financial  Corporation 2005 Stock-Based  Incentive Plan (the "Stock
     Benefit  Plan") as a result of a stock  split,  stock  dividend  or similar
     adjustment of the  outstanding  common stock of DSA  Financial  Corporation
     (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for grants of restricted stock.
(3)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  for  options  under the Stock  Benefit  Plan for  grants of stock
     options.
</FN>
</TABLE>

                            ________________________

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                       2

<PAGE>


PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
               Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form  10-KSB of the  Company  for the fiscal  year
ended June 30, 2005 (Commission File No.  000-50864),  filed with the Commission
on September 28, 2005 pursuant to Section 13(a) of the  Securities  and Exchange
Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on July 23, 2004
(Commission File No. 000-50864).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.


                                       3

<PAGE>

Item 6.  Indemnification of Directors and Officers

     Dearborn  Financial  Corporation's  federal stock charter and bylaws do not
contain any provision  relating to  indemnification of directors and officers of
Dearborn  Financial  Corporation.  Under  current  Office of Thrift  Supervision
regulations,   however,  Dearborn  Financial  Corporation  shall  indemnify  its
directors,  officers and employees for any costs incurred in connection with any
litigation involving such person's activities as a director, officer or employee
if such person  obtains a final  judgment on the merits in his or her favor.  In
addition,  indemnification  is  permitted in the case of a  settlement,  a final
judgment  against such person or final judgment  other than on the merits,  if a
majority of  disinterested  directors  determines that such person was acting in
good  faith  within  the  scope  of  his or her  employment  as he or she  could
reasonably have perceived it under the circumstances and for a purpose he or she
could reasonably have believed under the circumstances was in the best interests
of  Dearborn  Financial  Corporation  or its  stockholders.  Dearborn  Financial
Corporation  also is permitted to pay ongoing  expenses  incurred by a director,
officer or employee if a majority of disinterested directors concludes that such
person  may  ultimately  be  entitled  to  indemnification.  Before  making  any
indemnification  payment,  Dearborn Financial  Corporation is required to notify
the Office of Thrift  Supervision  of its intention  and such payment  cannot be
made if the Office of Thrift Supervision objects to such payment.

     The officers,  directors, agents and employees of DSA Financial Corporation
are  indemnified  with  respect to certain  actions  pursuant  to DSA  Financial
Corporation's  Delaware  certificate of  incorporation.  Delaware law allows DSA
Financial  Corporation  to  indemnify  any  person  for  expenses,  liabilities,
settlements,  judgments  and fines in suits in which such person has been made a
party by  reason  of the fact that he or she is or was a  director,  officer  or
employee of DSA Financial  Corporation.  No such indemnification may be given if
the acts or  omissions  of the person are adjudged to be in violation of law, if
such person is liable to the  corporation  for an unlawful  distribution,  or if
such person  personally  received a benefit to which he or she was not entitled.
The right to indemnification includes the right to be paid the expenses incurred
in advance of final disposition of a proceeding.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

<TABLE>
<CAPTION>

Regulation S-K                                                        Reference to Prior Filing or
Exhibit Number             Document                                   Exhibit No. Attached Hereto
--------------             --------                                   ---------------------------

<S>            <C>                                                    <C>
     4         Form of Common Stock Certificate                       *

     5         Opinion of Luse Gorman Pomerenk & Schick, P.C.         Attached as Exhibit 5

     10        DSA Financial Corporation 2005 Stock-Based
               Incentive Plan                                         **

     23.1      Consent of Luse Gorman Pomerenk & Schick, P.C.         Contained in Exhibit 5

     23.2      Consent of Grant Thornton LLP                          Attached as Exhibit 23.2

     24        Power of Attorney                                      Contained on Signature Page

<FN>
------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form SB-2 (Commission File No. 333-113538), originally filed by the Company
     under the  Securities  Act of 1933,  with the Commission on March 12, 2004,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.
**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's  2005  Annual  Meeting  of  stockholders   (Commission  File  No.
     000-50864),  filed by the Company under the  Securities and Exchange Act of
     1934, on October 11, 2005.
</FN>

</TABLE>

                                       4

<PAGE>

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Lawrenceburg,  State of
Indiana, on this 17th day of March, 2006.


                                                DSA FINANCIAL CORPORATION


                                           By:  \s\ Edward L. Fischer
                                                --------------------------------
                                                Edward L. Fischer, President and
                                                Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of DSA  Financial  Corporation
(the "Company")  hereby severally  constitute and appoint Edward L. Fischer,  as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities  indicated  below which said Edward L. Fischer may deem necessary
or  advisable to enable the Company to comply with the  Securities  Act of 1933,
and any rules,  regulations  and  requirements  of the  Securities  and Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be  granted  under the DSA  Financial  Corporation  2005  Stock-Based
Incentive Plan, including specifically,  but not limited to, power and authority
to sign for us in our names in the capacities  indicated below the  registration
statement  and any  and all  amendments  (including  post-effective  amendments)
thereto;  and we hereby  approve,  ratify and  confirm  all that said  Edward L.
Fischer shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                                Title                        Date



\s\ Edward L. Fischer        President, Chief Executive Officer   March 17, 2006
---------------------------  and Director (Principal Executive
Edward L. Fischer            Officer)



\s\ Steven R. Doll           Vice President and Chief Financial   March 17, 2006
---------------------------  Officer (Principal Financial and
Steven R. Doll               Accounting Officer)



\s\ Robert P. Sonntag        Chairman of the Board                March 17, 2006
---------------------------
Robert P. Sonntag



\s\ Ronald J. Denney         Director                             March 17, 2006
---------------------------
Ronald J. Denney

<PAGE>



\s\ David P. Lorey           Director                             March 17, 2006
---------------------------
David P. Lorey



\s\  Richard Meador, III     Director                             March 17, 2006
---------------------------
Richard Meador, III



\s\  Dennis Richter          Director                             March 17, 2006
---------------------------
Dennis Richter




<PAGE>



                                  EXHIBIT INDEX


Exhibit Number      Description
--------------      -----------

        4           Form of Common Stock Certificate  (incorporated by reference
                    to  Exhibit  4 to the  Registration  Statement  on Form SB-2
                    (Commission  File No.  333-113538),  originally filed by the
                    Company under the Securities Act of 1933 with the Commission
                    on March 12, 2004,  and all  amendments or reports filed for
                    the purpose of updating such description).

        5           Opinion of Luse Gorman Pomerenk & Schick, P.C.

        10          DSA Financial  Corporation 2005  Stock-Based  Incentive Plan
                    (incorporated  by  reference  to  Appendix  A to  the  proxy
                    statement   for  the  Company's   2005  Annual   Meeting  of
                    stockholders  (Commission File No. 000-50864),  filed by the
                    Company  under the  Securities  and Exchange Act of 1934, on
                    October 11, 2005).

        23.1        Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                    the opinion included as Exhibit 5).

        23.2        Consent of Grant Thornton LLP.

        24          Power of Attorney  (contained in the signature  page to this
                    Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "forms8_032006.txt", "secsgml_size_bytes": 19837}]
{"company-data": {"conformed-name": "DSA FINANCIAL CORP", "cik": "0001282852", "assigned-sic": "6022", "irs-number": "201661802", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132567", "film-number": "06697816"}, "business-address": {"street1": "118 WALNUT STREET", "city": "LAWRENCEBURG", "state": "IN", "zip": "47025", "phone": "(812) 537-0940"}, "mail-address": {"street1": "118 WALNUT STREET", "city": "LAWRENCEBURG", "state": "IN", "zip": "47025"}}
Registration No. 333-______

     As filed with the Securities and Exchange Commission on March 20, 2006

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           DSA Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                      20-1661802
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                118 Walnut Street
                          Lawrenceburg, Indiana 47025
                    (Address of Principal Executive Offices)

                               Edward L. Fischer
                                118 Walnut Street
                          Lawrenceburg, Indiana 47025
                    (Name and Address of Agent for Service)

           DSA Financial Corporation 2005 Stock-Based Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:
         Edward L. Fischer                            Ned Quint, Esquire
President and Chief Executive Officer        Luse Gorman Pomerenk & Schick, P.C.
      DSA Financial Corporation             5335 Wisconsin Ave., N.W., Suite 400
          118 Walnut Street                        Washington, D.C. 20015
     Lawrenceburg, Indiana 47025                       (202) 274-2000
           (812) 537-0940
    (Name, Address and Telephone
     Number of Agent for Service)

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 check the following box. [x]
CALCULATION OF REGISTRATION FEE
====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                  42,422 (2)          $13.00 (3)               $551,486                  $59
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                  67,876 (4)          $13.00 (3)               $882,388                  $94
--------------------------------------------------------------------------------------------------------------------

TOTALS                            110,298                                   $1,433,874                 $153
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the DSA Financial  Corporation 2005 Stock-Based  Incentive Plan (the "Stock
     Benefit  Plan") as a result of a stock  split,  stock  dividend  or similar
     adjustment of the  outstanding  common stock of DSA  Financial  Corporation
     (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for grants of restricted stock.
(3)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  for  options  under the Stock  Benefit  Plan for  grants of stock
     options.
________________________

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                       2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
               Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form  10-KSB of the  Company  for the fiscal  year
ended June 30, 2005 (Commission File No.  000-50864),  filed with the Commission
on September 28, 2005 pursuant to Section 13(a) of the  Securities  and Exchange
Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on July 23, 2004
(Commission File No. 000-50864).

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
Item 6.  Indemnification of Directors and Officers

     Dearborn  Financial  Corporation's  federal stock charter and bylaws do not
contain any provision  relating to  indemnification of directors and officers of
Dearborn  Financial  Corporation.  Under  current  Office of Thrift  Supervision
regulations,   however,  Dearborn  Financial  Corporation  shall  indemnify  its
directors,  officers and employees for any costs incurred in connection with any
litigation involving such person's activities as a director, officer or employee
if such person  obtains a final  judgment on the merits in his or her favor.  In
addition,  indemnification  is  permitted in the case of a  settlement,  a final
judgment  against such person or final judgment  other than on the merits,  if a
majority of  disinterested  directors  determines that such person was acting in
good  faith  within  the  scope  of  his or her  employment  as he or she  could
reasonably have perceived it under the circumstances and for a purpose he or she
could reasonably have believed under the circumstances was in the best interests
of  Dearborn  Financial  Corporation  or its  stockholders.  Dearborn  Financial
Corporation  also is permitted to pay ongoing  expenses  incurred by a director,
officer or employee if a majority of disinterested directors concludes that such
person  may  ultimately  be  entitled  to  indemnification.  Before  making  any
indemnification  payment,  Dearborn Financial  Corporation is required to notify
the Office of Thrift  Supervision  of its intention  and such payment  cannot be
made if the Office of Thrift Supervision objects to such payment.

     The officers,  directors, agents and employees of DSA Financial Corporation
are  indemnified  with  respect to certain  actions  pursuant  to DSA  Financial
Corporation's  Delaware  certificate of  incorporation.  Delaware law allows DSA
Financial  Corporation  to  indemnify  any  person  for  expenses,  liabilities,
settlements,  judgments  and fines in suits in which such person has been made a
party by  reason  of the fact that he or she is or was a  director,  officer  or
employee of DSA Financial  Corporation.  No such indemnification may be given if
the acts or  omissions  of the person are adjudged to be in violation of law, if
such person is liable to the  corporation  for an unlawful  distribution,  or if
such person  personally  received a benefit to which he or she was not entitled.
The right to indemnification includes the right to be paid the expenses incurred
in advance of final disposition of a proceeding.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                        Reference to Prior Filing or
Exhibit Number             Document                                   Exhibit No. Attached Hereto
--------------             --------                                   ---------------------------
4         Form of Common Stock Certificate                       *

     5         Opinion of Luse Gorman Pomerenk & Schick, P.C.         Attached as Exhibit 5

     10        DSA Financial Corporation 2005 Stock-Based
               Incentive Plan                                         **

     23.1      Consent of Luse Gorman Pomerenk & Schick, P.C.         Contained in Exhibit 5

     23.2      Consent of Grant Thornton LLP                          Attached as Exhibit 23.2

     24        Power of Attorney                                      Contained on Signature Page
------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form SB-2 (Commission File No. 333-113538), originally filed by the Company
     under the  Securities  Act of 1933,  with the Commission on March 12, 2004,
     and all  amendments  or  reports  filed for the  purpose of  updating  such
     description.
**   Incorporated  by  reference  to Appendix A to the proxy  statement  for the
     Company's  2005  Annual  Meeting  of  stockholders   (Commission  File  No.
     000-50864),  filed by the Company under the  Securities and Exchange Act of
     1934, on October 11, 2005.
4
Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Lawrenceburg,  State of
Indiana, on this 17th day of March, 2006.

                                                DSA FINANCIAL CORPORATION

                                           By:  \s\ Edward L. Fischer
                                                --------------------------------
                                                Edward L. Fischer, President and
                                                Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of DSA  Financial  Corporation
(the "Company")  hereby severally  constitute and appoint Edward L. Fischer,  as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities  indicated  below which said Edward L. Fischer may deem necessary
or  advisable to enable the Company to comply with the  Securities  Act of 1933,
and any rules,  regulations  and  requirements  of the  Securities  and Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be  granted  under the DSA  Financial  Corporation  2005  Stock-Based
Incentive Plan, including specifically,  but not limited to, power and authority
to sign for us in our names in the capacities  indicated below the  registration
statement  and any  and all  amendments  (including  post-effective  amendments)
thereto;  and we hereby  approve,  ratify and  confirm  all that said  Edward L.
Fischer shall do or cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.

Signatures                                Title                        Date

\s\ Edward L. Fischer        President, Chief Executive Officer   March 17, 2006
---------------------------  and Director (Principal Executive
Edward L. Fischer            Officer)

\s\ Steven R. Doll           Vice President and Chief Financial   March 17, 2006
---------------------------  Officer (Principal Financial and
Steven R. Doll               Accounting Officer)

\s\ Robert P. Sonntag        Chairman of the Board                March 17, 2006
---------------------------
Robert P. Sonntag

\s\ Ronald J. Denney         Director                             March 17, 2006
---------------------------
Ronald J. Denney
\s\ David P. Lorey           Director                             March 17, 2006
---------------------------
David P. Lorey

\s\  Richard Meador, III     Director                             March 17, 2006
---------------------------
Richard Meador, III

\s\  Dennis Richter          Director                             March 17, 2006
---------------------------
Dennis Richter
EXHIBIT INDEX

Exhibit Number      Description
--------------      -----------

        4           Form of Common Stock Certificate  (incorporated by reference
                    to  Exhibit  4 to the  Registration  Statement  on Form SB-2
                    (Commission  File No.  333-113538),  originally filed by the
                    Company under the Securities Act of 1933 with the Commission
                    on March 12, 2004,  and all  amendments or reports filed for
                    the purpose of updating such description).

        5           Opinion of Luse Gorman Pomerenk & Schick, P.C.

        10          DSA Financial  Corporation 2005  Stock-Based  Incentive Plan
                    (incorporated  by  reference  to  Appendix  A to  the  proxy
                    statement   for  the  Company's   2005  Annual   Meeting  of
                    stockholders  (Commission File No. 000-50864),  filed by the
                    Company  under the  Securities  and Exchange Act of 1934, on
                    October 11, 2005).

        23.1        Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
                    the opinion included as Exhibit 5).

        23.2        Consent of Grant Thornton LLP.

        24          Power of Attorney  (contained in the signature  page to this
                    Registration Statement).