As filed with the Securities and Exchange Commission on May 29, 2003.

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                          Synergy Financial Group, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           United States                                        22 - 3798677
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                310 North Avenue East Cranford, New Jersey 07016
            --------------------------------------------------------
                    (Address of principal executive offices)

              Synergy Financial Group, Inc. 2003 Stock Option Plan
            Synergy Financial Group, Inc. 2003 Restricted Stock Plan
            --------------------------------------------------------
                            (Full Title of the Plans)

                               Ralph A. Fernandez
                             Chief Financial Officer
                              310 North Avenue East
                           Cranford, New Jersey 07016
                                  908-272-3838
            --------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
            --------------------------------------------------------

<TABLE>
<CAPTION>
                                       CALCULATION OF REGISTRATION FEE
===================  ================= ==================== ===================== =========================
       Title of                           Proposed Maximum      Proposed Maximum
     Securities to       Amount to be         Offering         Aggregate Offering  Amount of Registration
     be Registered      Registered (1)   Price Per Share(2)         Price (2)             Fee (2)
     -------------      --------------   ------------------         ---------             -------

<S>                  <C>                    <C>                 <C>                    <C>
Common Stock
$0.10 par value         165,746 shares         $20.80              $3,447,517             $278.90
per share


Common Stock
$0.10 par value
per share               56,685 shares          $20.48              $1,160,909              $93.92

===================  ================= ==================== ===================== =========================
</TABLE>
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Synergy  Financial Group, Inc. 2003 Stock Option Plan
         consists of 165,746 shares, and under the Synergy Financial Group, Inc.
         2003  Restricted  Stock Plan (the "RSP")  consists of 56,685 shares are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  may be offered  and issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 222,431 shares are being  registered
         hereby,  of which 165,746 shares are under option at a weighted average
         exercise price of $20.80 per share  ($3,447,517 in the aggregate).  The
         remainder of such shares  56,685  shares,  consisting  of 56,685 shares
         awarded under the RSP, are being  registered  based upon the average of
         the bid  and ask  prices  of the  Common  Stock  of the  Registrant  as
         reported on the OTC Bulletin Board on May 23, 2003, of $20.48 per share
         ($1,160,909 in the aggregate), for a total offering of $4,608,426.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 222,431
shares of Synergy Financial Group,  Inc. (the "Company" or "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance with the Synergy  Financial Group, Inc. 2003 Stock Option
Plan under which 165,746 shares are issuable,  and the Synergy  Financial Group,
Inc.  2003  Restricted  Stock  Plan  under  which  56,685  shares  are  issuable
(together, the "Plans"). Documents containing the information required by Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  August  21,  2002 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB  for the Year  Ended
December 31, 2002;

         (b) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
March 31, 2003;

         (c)  Current  Report on Form 8-K (date of event:  April 23,  2003),  as
filed with the Commission on April 23, 2003; and

         (d) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
August 21, 2002.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                       2
<PAGE>

Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Article XI of the Bylaws of the Company sets forth  circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift  Supervision,  as the same exists or may
hereafter  be  amended  against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid in  settlement)  reasonably  incurred  or suffered  by such  indemnitee  in
connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the Office of Thrift  Supervision.  The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall  continue as to an indemnitee who has ceased to be a Director,
officer or employee  and shall inure to the benefit of the  indemnitee's  heirs,
executors and administrators.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                       3

<PAGE>

Item 9.  Undertakings.
------

         (a) 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;

                  (i)  To include any prospectus required by Section 10(a)(3) of
                  the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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 offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing provisions, or

                                       4

<PAGE>

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 1933 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  expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                       5

<PAGE>

                                   SIGNATURES

         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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Cranford in the State of New Jersey, on the 27th day
of May 2003.

                                 Synergy Financial Group, Inc.


                                 By:      /s/John S. Fiore
                                          --------------------------------------
                                          John S. Fiore
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Synergy Financial Group,
Inc., do hereby  severally  constitute and appoint John S. Fiore as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said John S. Fiore may deem
necessary or advisable to enable Synergy  Financial Group,  Inc., to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement  on  Form  S-8  relating  to the  registrant,  including
specifically,  but not limited to, power and authority to sign, for any of 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
ratify and  confirm  all that said John S. Fiore shall do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

<TABLE>
<CAPTION>
<S>                                             <C>

/s/Kenneth S. Kasper                               /s/John S. Fiore
--------------------------------------------       --------------------------------------
Kenneth S. Kasper                                  John S. Fiore
Chairman and Director                              President, Chief Executive Officer and
                                                   Director
                                                   (Principal Executive Officer)

Date: May 27, 2003                                 Date: May 27, 2003


/s/Ralph A. Fernandez                              /s/Paul T. LaCorte
--------------------------------------------       --------------------------------------
Ralph A. Fernandez                                 Paul T. LaCorte
Vice President and Chief Financial Officer         Director
(Principal Financial and Accounting Officer)


Date: May 27, 2003                                 Date: May 27, 2003


<PAGE>

--------------------------------------------       --------------------------------------
Nancy A. Davis                                     George Putvinski
Director                                           Director

Date: ________ __ , 2003                           Date: ________ __ , 2003


/s/W. Phillip Scott                                /s/Albert N.Stender
--------------------------------------------       --------------------------------------
W. Phillip Scott                                   Albert N. Stender
Director                                           Director

Date: May 27, 2003                                 Date: May 27, 2003


/s/David H. Gibbons, Jr.                           /s/Magdalena M. De Perez
--------------------------------------------       --------------------------------------
David H. Gibbons, Jr.                              Magdalena M. De Perez
Director                                           Director

Date: May 27, 2003                                 Date: May 27, 2003
</TABLE>

<PAGE>

                                INDEX TO EXHIBITS


Exhibit                             Description
-------                             -----------

     4.1        Synergy Financial Group, Inc. 2003 Stock Option Plan

     4.2        Synergy Financial Group, Inc. 2003 Restricted Stock Plan

     4.3        Form of Stock Option Agreement to be entered into with
                respect to Stock Options under the Stock Option Plan

     4.4        Form of Restricted Stock Award Agreement


     4.5        Form of Stock Award Tax Notice


     5.1        Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                Common Stock being registered

    23.1        Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                filed as Exhibit 5.1)

    23.2        Consent of Grant Thornton LLP

    23.3        Consent of Fontanella and Babitts

     24         Reference is made to the Signatures section of this
                Registration Statement for the Power of Attorney contained
                therein
[{"type": "S-8", "sequence": "1", "filename": "s8_052903-0207.txt", "description": "FORM SOP RSP", "secsgml_size_bytes": 20814}]
{"company-data": {"conformed-name": "SYNERGY FINANCIAL GROUP INC", "cik": "0001174258", "assigned-sic": "6035", "irs-number": "223798677"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105631", "film-number": "03722950"}, "business-address": {"street1": "310 N. AVE EAST", "city": "CRANFORD", "state": "NJ", "zip": "07016", "phone": "8006935838"}, "mail-address": {"street1": "310 N. AVE. EAST", "city": "CRANFORD", "state": "NJ", "zip": "07016"}}
As filed with the Securities and Exchange Commission on May 29, 2003.

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                          Synergy Financial Group, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           United States                                        22 - 3798677
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                310 North Avenue East Cranford, New Jersey 07016
            --------------------------------------------------------
                    (Address of principal executive offices)

              Synergy Financial Group, Inc. 2003 Stock Option Plan
            Synergy Financial Group, Inc. 2003 Restricted Stock Plan
            --------------------------------------------------------
                            (Full Title of the Plans)

                               Ralph A. Fernandez
                             Chief Financial Officer
                              310 North Avenue East
                           Cranford, New Jersey 07016
                                  908-272-3838
            --------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
            --------------------------------------------------------
CALCULATION OF REGISTRATION FEE
===================  ================= ==================== ===================== =========================
       Title of                           Proposed Maximum      Proposed Maximum
     Securities to       Amount to be         Offering         Aggregate Offering  Amount of Registration
     be Registered      Registered (1)   Price Per Share(2)         Price (2)             Fee (2)
     -------------      --------------   ------------------         ---------             -------
Common Stock
$0.10 par value         165,746 shares         $20.80              $3,447,517             $278.90
per share

Common Stock
$0.10 par value
per share               56,685 shares          $20.48              $1,160,909              $93.92

===================  ================= ==================== ===================== =========================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Synergy  Financial Group, Inc. 2003 Stock Option Plan
         consists of 165,746 shares, and under the Synergy Financial Group, Inc.
         2003  Restricted  Stock Plan (the "RSP")  consists of 56,685 shares are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  may be offered  and issued to prevent  dilution
         resulting from stock splits, stock dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 222,431 shares are being  registered
         hereby,  of which 165,746 shares are under option at a weighted average
         exercise price of $20.80 per share  ($3,447,517 in the aggregate).  The
         remainder of such shares  56,685  shares,  consisting  of 56,685 shares
         awarded under the RSP, are being  registered  based upon the average of
         the bid  and ask  prices  of the  Common  Stock  of the  Registrant  as
         reported on the OTC Bulletin Board on May 23, 2003, of $20.48 per share
         ($1,160,909 in the aggregate), for a total offering of $4,608,426.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 222,431
shares of Synergy Financial Group,  Inc. (the "Company" or "Registrant")  common
stock,  $.10 par value per share (the  "Common  Stock")  issuable to  employees,
officers and directors of the Registrant or its subsidiary as  compensation  for
services in accordance with the Synergy  Financial Group, Inc. 2003 Stock Option
Plan under which 165,746 shares are issuable,  and the Synergy  Financial Group,
Inc.  2003  Restricted  Stock  Plan  under  which  56,685  shares  are  issuable
(together, the "Plans"). Documents containing the information required by Part I
of this Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  August  21,  2002 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB  for the Year  Ended
December 31, 2002;

         (b) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
March 31, 2003;

         (c)  Current  Report on Form 8-K (date of event:  April 23,  2003),  as
filed with the Commission on April 23, 2003; and

         (d) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
August 21, 2002.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                       2
Item 4.  Description of Securities.
------

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Article XI of the Bylaws of the Company sets forth  circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift  Supervision,  as the same exists or may
hereafter  be  amended  against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid in  settlement)  reasonably  incurred  or suffered  by such  indemnitee  in
connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the Office of Thrift  Supervision.  The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall  continue as to an indemnitee who has ceased to be a Director,
officer or employee  and shall inure to the benefit of the  indemnitee's  heirs,
executors and administrators.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                       3
Item 9.  Undertakings.
------

         (a) 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;

                  (i)  To include any prospectus required by Section 10(a)(3) of
                  the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most   recent   post-effective   amendment   thereof)   which,
                  individually  or in the  aggregate,  represent  a  fundamental
                  change  in the  information  set  forth  in  the  Registration
                  Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the 1933 Act,  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 offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) 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.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing provisions, or

                                       4
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 1933 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  expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Cranford in the State of New Jersey, on the 27th day
of May 2003.

                                 Synergy Financial Group, Inc.

                                 By:      /s/John S. Fiore
                                          --------------------------------------
                                          John S. Fiore
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Synergy Financial Group,
Inc., do hereby  severally  constitute and appoint John S. Fiore as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said John S. Fiore may deem
necessary or advisable to enable Synergy  Financial Group,  Inc., to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement  on  Form  S-8  relating  to the  registrant,  including
specifically,  but not limited to, power and authority to sign, for any of 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
ratify and  confirm  all that said John S. Fiore shall do or cause to be done by
virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
/s/Kenneth S. Kasper                               /s/John S. Fiore
--------------------------------------------       --------------------------------------
Kenneth S. Kasper                                  John S. Fiore
Chairman and Director                              President, Chief Executive Officer and
                                                   Director
                                                   (Principal Executive Officer)

Date: May 27, 2003                                 Date: May 27, 2003

/s/Ralph A. Fernandez                              /s/Paul T. LaCorte
--------------------------------------------       --------------------------------------
Ralph A. Fernandez                                 Paul T. LaCorte
Vice President and Chief Financial Officer         Director
(Principal Financial and Accounting Officer)

Date: May 27, 2003                                 Date: May 27, 2003
--------------------------------------------       --------------------------------------
Nancy A. Davis                                     George Putvinski
Director                                           Director

Date: ________ __ , 2003                           Date: ________ __ , 2003

/s/W. Phillip Scott                                /s/Albert N.Stender
--------------------------------------------       --------------------------------------
W. Phillip Scott                                   Albert N. Stender
Director                                           Director

Date: May 27, 2003                                 Date: May 27, 2003

/s/David H. Gibbons, Jr.                           /s/Magdalena M. De Perez
--------------------------------------------       --------------------------------------
David H. Gibbons, Jr.                              Magdalena M. De Perez
Director                                           Director

Date: May 27, 2003                                 Date: May 27, 2003
INDEX TO EXHIBITS

Exhibit                             Description
-------                             -----------

     4.1        Synergy Financial Group, Inc. 2003 Stock Option Plan

     4.2        Synergy Financial Group, Inc. 2003 Restricted Stock Plan

     4.3        Form of Stock Option Agreement to be entered into with
                respect to Stock Options under the Stock Option Plan

     4.4        Form of Restricted Stock Award Agreement

     4.5        Form of Stock Award Tax Notice

     5.1        Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                Common Stock being registered

    23.1        Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                filed as Exhibit 5.1)

    23.2        Consent of Grant Thornton LLP

    23.3        Consent of Fontanella and Babitts

     24         Reference is made to the Signatures section of this
                Registration Statement for the Power of Attorney contained
                therein