U.S. Securities and Exchange Commission
Washington, D.C. 20549



Form 10-QSB




QUARTERLY OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT



|(X) |  | Quarterly Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of 1934 
|--- |  | --------------------------------------------------------------------------------------------
|    |  | for the quarterly period
    endedMarch 31, 2004                                            
|    |  |                                                                                             
|( ) |  | Transition Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of 1934
|    |  | for the transition period
    from ______________to________________                         



Commission File Number 000-50267


GREAT LAKES BANCORP, INC.

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


DELAWARE
    
    13-4237490(State or other jurisdiction of
    
    (IRS Employerincorporation or organization)
    
    Identification Number)




2421 MAIN STREET, BUFFALO, NEW YORK 14214(Address of principal executive offices)




(716) 961-1900(Issuer's telephone number, including area code)







Check whether the issuer (1) filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]



Common Stock - voting, par value $.001 per share
    
    3,891,661 shares(Title of Class)
    
    Outstanding at May 14, 2004








GREAT LAKES BANCORP, INC.



INDEX



|Part I.  | FINANCIAL INFORMATION                                                    | PAGE                                                   
|-------- | ------------------------------------------------------------------------ | -------------------------------------------------------
|         |                                                                          |                                                        
|Item 1.  | Financial Statements                                                     |                                                        
|         |                                                                          |                                                        
|         | Consolidated Balance Sheets -                                            |                                                        
|         |                                                                          | at March 31, 2004
    (Unaudited) and December 31, 2003
|         |                                                                          |                                                        
|         | Consolidated Statements of Income (Unaudited) -                          |                                                        
|         |                                                                          | Three months
    ended March 31, 2004 and 2003         
|         |                                                                          |                                                        
|         | Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - |                                                        
|         |                                                                          | Three months
    ended March 31, 2004 and 2003         
|         |                                                                          |                                                        
|         | Consolidated Statements of Cash Flows (Unaudited) -                      |                                                        
|         |                                                                          | Three months
    ended March 31, 2004 and 2003         
|         |                                                                          |                                                        
|         | Notes
    to Consolidated Financial Statements (Unaudited)               | 7                                                      
|         |                                                                          |                                                        
|Item 2.  | Management's Discussion and Analysis of Financial                        |                                                        
|         | Condition and Results of Operations                                      | 8                                                      
|         |                                                                          |                                                        
|Item 3.  | Quantitative and Qualitative Disclosures About Market Risk               | 14                                                     
|         |                                                                          |                                                        
|Item 4.  | Controls and Procedures                                                  | 14                                                     
|         |                                                                          |                                                        
|         |                                                                          |                                                        
|Part II. | OTHER INFORMATION                                                        |                                                        
|         |                                                                          |                                                        
|Item 1.  | Legal
    Proceedings                                                    | 15                                                     
|         |                                                                          |                                                        
|Item 2.  | Changes in Securities and Use of Proceeds                                | 15                                                     
|         |                                                                          |                                                        
|Item 3.  | Defaults Upon Senior Securities                                          | 15                                                     
|         |                                                                          |                                                        
|Item 4.  | Submission of Matters to a Vote of Security Holders                      | 15                                                     
|         |                                                                          |                                                        
|Item 5.  | Other
    Information                                                    | 15                                                     
|         |                                                                          |                                                        
|Item 6.  | Exhibits and Reports on Form 8-K                                         | 15                                                     
|         |                                                                          |                                                        
|         | Signatures                                                               | 16                                                     

2



GREAT LAKES BANCORP, INC.
Consolidated Balance Sheets



|                                                                                               | March 31,                                                                                        |                                                                                              |                                               
|---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------- | ----------------------------------------------
|                                                                                               | 2004                                                                                             |                                                                                              | December 31,                                  
|                                                                                               | (Unaudited)                                                                                      |                                                                                              | 2003                                          
|Assets                                                                                         |                                                                                                  |                                                                                              |                                               
|Cash
    and cash equivalents:                                                                 |                                                                                                  |                                                                                              |                                               
|                                                                                               | Cash
    and due from banks                                                                      | $ 8,056,985                                                                                  |                                               
|                                                                                               | Interest-bearing deposits in other financial institutions                                        | 328,045                                                                                      |                                               
|                                                                                               |                                                                                                  | Total
    cash and cash equivalents                                                          | 8,385,030                                     
|Securities available for sale, at fair value                                                   | 142,837,628                                                                                      |                                                                                              | 137,232,916                                   
|Securities held to maturity, at amortized cost (fair value of $3,001,250 at
    March 31, 2004 |                                                                                                  |                                                                                              |                                               
|                                                                                               | and
    $1,987,500 at December 31, 2003)                                                         | 3,011,155                                                                                    |                                               
|Federal Home Loan Bank stock, at cost                                                          | 1,580,800                                                                                        |                                                                                              | 1,580,800                                     
|Loans, net of allowance for loan losses                                                        | 248,795,637                                                                                      |                                                                                              | 225,951,599                                   
|Premises and equipment, net                                                                    | 8,170,512                                                                                        |                                                                                              | 7,765,696                                     
|Deferred tax asset, net                                                                        | -                                                                                                |                                                                                              | 519,378                                       
|Other
    assets                                                                               | 1,656,845                                                                                        |                                                                                              | 1,888,878                                     
|                                                                                               |                                                                                                  |                                                                                              | Total assets                                  
|                                                                                               |                                                                                                  |                                                                                              |                                               
|Liabilities and Shareholders' Equity                                                           |                                                                                                  |                                                                                              |                                               
|Deposits:                                                                                      |                                                                                                  |                                                                                              |                                               
|                                                                                               | Noninterest-bearing                                                                              | $ 13,725,413                                                                                 |                                               
|                                                                                               | Interest-bearing                                                                                 | 363,775,061                                                                                  |                                               
|                                                                                               |                                                                                                  | Total
    deposits                                                                           | 377,500,474                                   
|Short-term borrowings                                                                          | 485,650                                                                                          |                                                                                              | 1,358,549                                     
|Long-term debt                                                                                 | 5,000,000                                                                                        |                                                                                              | 5,000,000                                     
|Deferred tax liability, net                                                                    | 189,426                                                                                          |                                                                                              | -                                             
|Other
    liabilities                                                                          | 1,228,010                                                                                        |                                                                                              | 1,081,051                                     
|                                                                                               |                                                                                                  |                                                                                              | Total liabilities                             
|                                                                                               |                                                                                                  |                                                                                              |                                               
|Shareholders' equity:                                                                          |                                                                                                  |                                                                                              |                                               
|                                                                                               | Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued                      | -                                                                                            |                                               
|                                                                                               | Common stock - voting, $0.001 par value, 20,000,000 shares authorized,
    3,168,770 and         |                                                                                              |                                               
|                                                                                               |                                                                                                  | and
    1,961,620 shares issued and outstanding, 607,141 and 0 shares subscribed for
    and | 3,776                                         
|                                                                                               |                                                                                                  | unissued, respectively                                                                       |                                               
|                                                                                               | Class
    B Common stock - non-voting, $0.001 par value, 5,000,000 shares authorized,            |                                                                                              |                                               
|                                                                                               |                                                                                                  | 115,750 shares issued and outstanding                                                        | 116                                           
|                                                                                               | Additional paid-in capital                                                                       | 34,888,253                                                                                   |                                               
|                                                                                               | Retained earnings (accumulated deficit)                                                          | 498,018                                                                                      |                                               
|                                                                                               | Accumulated other comprehensive income (loss), net                                               | 108,153                                                                                      |                                               
|                                                                                               |                                                                                                  | 35,498,316                                                                                   |                                               
|                                                                                               | Less:
    Subscriptions receivable, 607,141 and 0 shares Common stock - voting,
    respectively | (5,464,269)                                                                                  |                                               
|                                                                                               |                                                                                                  |                                                                                              | Total
    shareholders' equity                
|                                                                                               |                                                                                                  |                                                                                              | Total liabilities
    and shareholders' equity

The accompanying notes are an integral part of the consolidated financial
statements.



3



GREAT LAKES BANCORP, INC.
Consolidated Statements of Income (Unaudited)



|                                                                         | Three months ended March 31,                    
|------------------------------------------------------------------------ | ------------------------------------------------
|                                                                         | 2004                                            
|Interest income:                                                         |                                                 
|                                                                         | Loans                                           
|                                                                         | Securities                                      
|                                                                         | Interest-bearing deposits and federal funds sold
|                                                                         |                                                 
|Interest expense:                                                        |                                                 
|                                                                         | Deposits                                        
|                                                                         | Short-term borrowings                           
|                                                                         | Long-term debt                                  
|                                                                         |                                                 
|                                                                         |                                                 
|Provision for loan losses                                                | (69,430)                                        
|                                                                         |                                                 
|Noninterest income:                                                      |                                                 
|                                                                         | Gain
    on sale of securities, net             
|                                                                         | Loss
    on other real estate owned, net        
|                                                                         | Other
    operating income                      
|                                                                         |                                                 
|Noninterest expenses:                                                    |                                                 
|                                                                         | Salaries and employee benefits                  
|                                                                         | Occupancy, equipment and furnishings            
|                                                                         | Data
    processing and operations              
|                                                                         | Advertising                                     
|                                                                         | Printing, postage and supplies                  
|                                                                         | Professional services                           
|                                                                         | Other
    operating expenses                    
|                                                                         |                                                 
|                                                                         |                                                 
|Income tax provision                                                     | 394,949                                         
|                                                                         |                                                 
|Net
    income per share - basic and diluted                             | $ 0.30                                          
|Weighted average number of common shares outstanding - basic and diluted | 2,207,624                                       

The accompanying notes are an integral part of the consolidated financial
statements.

4

GREAT LAKES BANCORP, INC.
Consolidated Statements of Shareholders' Equity (Unaudited)
Three months ended March 31, 2004 and 2003



|                                                                            |                                                                                                                                |                                                                              |              |            |              |   | Retained      |         | Accumulated   |             |               |            |              
|--------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------- | ------------ | ---------- | ------------ | - | ------------- | ------- | ------------- | ----------- | ------------- | ---------- | -------------
|                                                                            |                                                                                                                                |                                                                              | Class B      |            | Additional   |   | earnings      |         | other         |             |               |            | Total        
|                                                                            | Common                                                                                                                         |                                                                              | Common stock |            | paid-in      |   | (accumulated  |         | comprehensive |             | Subscriptions |            | shareholders'
|                                                                            | stock - voting                                                                                                                 |                                                                              | non-voting   |            | capital      |   | deficit)      |         | income (loss) |             | receivable    |            | equity       
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|Balances at December 31, 2002                                               | $ 9,808,100                                                                                                                    |                                                                              | $ 578,750    |            | $ 8,237,701  |   | $ (1,487,356) |         | $ 466,147     |             | $ -           |            | $ 17,603,342 
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|Reorganization - Great Lakes Bancorp,
   Inc.                               |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|                                                                            | exchanges all outstanding GBSB
  shares,
    one-for-one; par value
   reduced from $5.00
    per share to
   $0.001 per share |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|                                                                            | (9,806,138)                                                                                                                    |                                                                              | (578,634)    |            | 10,384,772   |   | -             |         | -             |             | -             |            | -            
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|Comprehensive income:                                                       |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|                                                                            | Net
    income                                                                                                                 | -                                                                            |              | -          |              | - |               | 134,923 |               | -           |               | -          |              
|                                                                            | Other
    comprehensive income, net of
   tax:                                                                                 |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|                                                                            |                                                                                                                                | Unrealized gains on securities,
   net of
    reclassification
   adjustment |              |            |              |   |               |         |               |             |               |            |              
|                                                                            |                                                                                                                                | -                                                                            |              | -          |              | - |               | -       |               | 56,013      |               | -          |              
|                                                                            | Total
    comprehensive income                                                                                                 | -                                                                            |              | -          |              | - |               | -       |               | -           |               | -          |              
|Balances at March 31, 2003                                                  | $ 1,962                                                                                                                        |                                                                              | $ 116        |            | $ 18,622,473 |   | $ (1,352,433) |         | $ 522,160     |             | $ -           |            | $ 17,794,278 
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|Balances at December 31, 2003                                               | $ 1,962                                                                                                                        |                                                                              | $ 116        |            | $ 18,622,473 |   | $ (161,479)   |         | $ (399,970)   |             | $ -           |            | $ 18,063,102 
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|Issuance of 1,207,150 shares of
  
    Common stock - voting                |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|1,207                                                                       |                                                                                                                                | -                                                                            |              | 10,863,143 |              | - |               | -       |               | -           |               | 10,864,350
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|Subscriptions receivable for 607,141
   shares of
    Common stock - voting |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|607                                                                         |                                                                                                                                | -                                                                            |              | 5,463,662  |              | - |               | -       |               | (5,464,269) |               | -         
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|Payment of underwriting costs                                               | -                                                                                                                              |                                                                              | -            |            | (61,025)     |   | -             |         | -             |             | -             |            | (61,025)     
|                                                                            |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|Comprehensive income:                                                       |                                                                                                                                |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|                                                                            | Net
    income                                                                                                                 | -                                                                            |              | -          |              | - |               | 659,497 |               | -           |               | -          |              
|                                                                            | Other
    comprehensive income, net of
   tax:                                                                                 |                                                                              |              |            |              |   |               |         |               |             |               |            |              
|                                                                            |                                                                                                                                | Unrealized gains on securities,
  net of
    reclassification
   adjustment  |              |            |              |   |               |         |               |             |               |            |              
|                                                                            |                                                                                                                                | -                                                                            |              | -          |              | - |               | -       |               | 508,123     |               | -          |              
|                                                                            | Total
    comprehensive income                                                                                                 | -                                                                            |              | -          |              | - |               | -       |               | -           |               | -          |              
|Balances at March 31, 2004                                                  | $ 3,776                                                                                                                        |                                                                              | $ 116        |            | $ 34,888,253 |   | $ 498,018     |         | $ 108,153     |             | $ (5,464,269) |            | $ 30,034,047 



The accompanying notes are an integral part of the consolidated financial
statements.

5



GREAT LAKES BANCORP, INC.
Consolidated Statements of Cash Flows (Unaudited)



|                                                     | Three months ended March 31,                                                               
|---------------------------------------------------- | -------------------------------------------------------------------------------------------
|                                                     | 2004                                                                                       
|Cash
    flows from operating activities:            |                                                                                            
|                                                     | Net
    income                                                                             
|                                                     | Adjustments to reconcile net income to net cash                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|Cash
    flows from investing activities:            |                                                                                            
|                                                     | Purchases of securities available for sale                                                 
|                                                     | Purchases of securities to be held to maturity                                             
|                                                     | Proceeds from sales of securities available for sale                                       
|                                                     | Proceeds from principal payments, maturities and calls on securities
    available for sale
|                                                     | Net
    increase in loans receivable                                                       
|                                                     | Purchase of premises and equipment                                                         
|                                                     |                                                                                            
|Cash
    flows from financing activities:            |                                                                                            
|                                                     | Net
    increase in deposits                                                               
|                                                     | Net
    decrease in short-term borrowings                                                  
|                                                     | Proceeds from stock offering                                                               
|                                                     | Payment of stock offering costs                                                            
|                                                     |                                                                                            
|                                                     |                                                                                            
|Cash
    and cash equivalents at beginning of period | $ 9,203,531                                                                                
|Cash
    and cash equivalents at end of period       | $ 8,385,030                                                                                
|Supplemental disclosure of cash flow information:    |                                                                                            
|                                                     | Cash paid for interest                                                                     

The accompanying notes are an integral part of the consolidated financial
statements.



6



GREAT LAKES BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)

(1.)     BASIS OF PRESENTATION



The accompanying March 31, 2004 consolidated financial statements include the
accounts of Great Lakes Bancorp, Inc. (the "Company") and its wholly owned
subsidiary, Greater Buffalo Savings Bank (the "Bank") after elimination of all
material intercompany accounts and transactions. These consolidated statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America for interim consolidated financial information
and with the instructions for Form 10-QSB. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete consolidated financial
statements. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended March 31, 2004 (unaudited) are not necessarily indicative of the results
that may be expected for the year ended December 31, 2004. Certain amounts in
the consolidated financial statements for the three-month period ended March 31,
2003 have been reclassified to conform to the consolidated financial statement
presentation for the three-month period ended March 31, 2004.



The organization and business of the Company, accounting
policies followed by the Company and other information are contained in the
notes to the consolidated financial statements filed as part of the Company's
2003 annual report on Form 10-KSB. This quarterly report should be read in
conjunction with such annual report.



(2.)     EARNINGS PER SHARE



In accordance with Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," the Company is required to report basic
and diluted earnings per share. Net income per common share is based upon the
weighted average number of common shares outstanding during the periods
presented. As of March 31, 2004 and March 31, 2003, all outstanding stock
options have not been considered common stock equivalents because their assumed
exercise would be anti-dilutive due to the stock option price being equal to or
greater than the fair value of the Company stock.



(3.)     STOCK OPTIONS



For stock options issued to employees, officers and
directors, the Company has adopted the disclosure-only provisions of SFAS 123
and, accordingly, does not recognize compensation cost for stock option grants
under fixed awards. SFAS 148, "Accounting for Stock Based Compensation -
Transition and Disclosure", requires the Company to disclose in its interim
consolidated financial statements the impact if the Company had elected to
recognize compensation cost based on the fair value of the options granted at
the grant date as prescribed by SFAS 123. The impact on net income and income
per share would have been as follows:

|                                            | Three months ended
|------------------------------------------- | ------------------
|                                            | March 31,         
|                                            | 2004              
|                                            |                   
|Net
    income:                             |                   
|                                            | As
    reported   
|                                            |                   
|                                            |                   
|                                            |                   
|                                            | Proforma          
|                                            |                   
|Basic
    and diluted net income per share: |                   
|                                            | As
    reported   
|                                            | Proforma          



No compensation expense was recorded in the three-month
period ended March 31, 2004 or 2003 for stock options granted to employees,
officers or directors.

7



Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations



Forward-Looking Statements

When used or incorporated by reference, the words "anticipate", "estimate",
"expect", "believes", "project", "target", "goal", and other similar expressions
are intended to identify forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933. Such forward-looking statements are
subject to certain risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated,
expected or projected. Readers are cautioned not to place undue reliance on
these forward-looking statements, as they reflect management's analysis only as
of the date of this report. The Company expressly disclaims any obligation or
undertaking to publicly release any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company's expectation
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.



Discussion of Financial Condition Changes from December 31,
2003 to March 31, 2004



Total assets increased $28.3 million during the first quarter of 2004 to
$414.4 million, primarily due to increases of $22.8 million in loans receivable
and $6.6 million in securities available for sale and held to maturity. Growth
in total assets was primarily funded by $16.9 million in new deposit accounts
and from proceeds of a stock offering to all shareholders of record as of
January 14, 2004. A total of 1,814,291 shares of $.001 par value common stock
were sold on a subscription basis at $9.00 per share. As of March 31, 2004, the
Company received approximately $10.9 million from the sale of 1,207,150 shares.
An additional $5.5 million from the sale of 607,141 shares, recorded as
subscriptions receivable at March 31, 2004, was received in April 2004.



Cash and Cash Equivalents. Non-interest-bearing cash and due from
banks increased from $5.2 million at December 31, 2003 to $8.1 million at March
31, 2004. Interest-bearing deposits in other financial institutions decreased
from $4.0 million at December 31, 2003 to $328 thousand at March 31, 2004. The
average yields earned on these deposits over the three-month periods ended March
31, 2004 and 2003 were .92% and 1.26%, respectively. Daily cash levels may show
significant fluctuations due to a variety of operating factors. Most
significantly, the timing of deposit inflows, normal inflows and outflows in
transaction accounts, short-term borrowings, loan closings and securities
purchases may cause short-term swings in cash balances, however management
attempts to invest all excess cash in longer lived assets as quickly as
possible.



Securities. Our investment policy is designed to ensure liquidity for
cash flow requirements, to help manage interest rate risk, to manage asset
quality diversification and to maximize yield. Ongoing review of the performance
of the investment portfolio, market values, market conditions, current economic
conditions, liquidity needs and other matters related to investing activities is
performed by the Asset Liability Committee of the bank and reviewed by the
bank's board of directors. Our bank has adopted Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and
Equity Securities. At the date of purchase, we are required to classify debt
and equity securities into one of three categories: held to maturity, trading or
available for sale. At each reporting date, the appropriateness of this
classification is reassessed.

Securities available for sale are investments that may be sold in response to
changing market and interest rate conditions or for other business purposes.
Activity in this portfolio is undertaken primarily to manage liquidity and
interest rate risk and to take advantage of market conditions that create
economically more attractive returns. Purchases and sales of available for sale
securities totaled $25.9 million and $15.2 million, respectively during the
first three months of 2004. The portfolio increased $5.6 million from $137.2
million to $142.8 million and the average yield earned remained constant at
4.24% during this period. The average estimated life of securities available for
sale, adjusted for historical prepayment patterns on mortgage-backed securities,
was 4.95 years at March 31, 2004. The available for sale portfolio had net
unrealized gains of $177.2 thousand at March 31, 2004, compared to net
unrealized losses of $655.2 thousand at December 31, 2003.

Securities classified as held to maturity are carried at amortized cost when
the Company has the positive intent and ability to hold such securities to
maturity. Purchases of held to maturity securities totaled $1.0 million during
the first three months of 2004. There were no sales during this period. The
portfolio increased $1.0 million from $2.0 million

8



to $3.0 million while the average yield earned increased from 3.0% to 3.51%
during this same period. The average estimated life of the held to maturity
securities was and 29.4 years at March 31, 2004 (29.5 years at December 31,
2003).

Loans. The loan portfolio inherently includes interest rate and
credit risk. The Bank attempts to control such risks through analysis of credit
applications and portfolio diversification. During the first three months of
2004, total net loans receivable increased $22.8 million from $226.0 million to
$248.8 million. The portfolio consists of 73.5% residential mortgages, 15.6%
commercial loans and 10.9% consumer loans, with an average weighted rate of
5.59% at March 31, 2004, compared to 5.60% at December 31, 2003. Several
mortgage brokers in the Western New York area have been contracted with to
provide the public with increased access to the Bank's residential mortgage
products. Total unfunded loan commitments and unused lines-of-credit at March
31, 2004 and December 31, 2003 were $34.2



Allowance for Loan Losses. The allowance for loan losses is
established through a provision for loan losses. Recoveries on loans previously
charged off are credited directly to the allowance for loan losses. The
allowance is an amount that our management believes is adequate to absorb
estimated losses on existing loans. Management's periodic evaluation of the
adequacy of the allowance is based on our bank's past loan loss experience,
known and inherent risks in the portfolio, adverse situations that may affect
the borrowers ability to repay, estimated value of any underlying collateral,
and current economic conditions. In addition, various regulatory agencies, as
part of their examination process, periodically review our bank's allowance for
loan losses. Such agencies may require our bank to recognize additions to the
allowance based on their judgments of information available to them at the time
of their examination.

At March 31, 2004, the allowance was $1.7 million or approximately .70% of
our bank's loan portfolio compared to .81% at December 31, 2003. The decrease in
the allowance of 0.11% is the result



The following table summarizes, for the periods indicated, the activity in
the allowance for loan losses and other related data:

|                                                 | March 31,            |                   |               |       
|------------------------------------------------ | -------------------- | ----------------- | ------------- | ------
|                                                 | 2004                 |                   | December 31,  |       
|                                                 | (Unaudited)          |                   | 2003          |       
|Average loans outstanding                        | $ 237,333,273        |                   | $ 181,876,885 |       
|Loans
    outstanding at end of period           | 246,930,841          |                   | 224,386,127   |       
|Allowance for loan losses at beginning of period | 1,807,000            |                   | 1,377,000     |       
|Charge-offs:                                     |                      |                   |               |       
|                                                 | Residential mortgage | -                 |               | -     
|                                                 | Commercial loans     | -                 |               | -     
|                                                 | Consumer loans       | 498               |               | 10,695
|                                                 |                      | Total charge-offs | 498           |       
|Recoveries:                                      |                      |                   |               |       
|                                                 | Consumer loans       | 928               |               | 248   
|Net
    charge-offs (recoveries)                 | (430)                |                   | 10,447        |       
|Additions (subtractions) charged to operations   | (69,430)             |                   | 440,447       |       
|Allowance for loan losses at end of period       | $ 1,738,000          |                   | $ 1,807,000   |       

9



Deposits. Deposits, which include non-interest bearing demand
deposits and interest-bearing savings and time deposits, are the Bank's primary
source of funding. Greater Buffalo Savings Bank seeks deposits within the market
area by paying competitive interest rates, offering high quality customer
service and using technology to deliver deposit services effectively. We offer a
variety of products designed to attract and retain customers, with the primary
focus on building and expanding relationships. Deposits at March 31, 2004
totaled $377.5 million, a 4.7% increase over the December 31, 2003 balance of
$360.6 million. Our total cost of funds rose slightly from 1.90% to 1.91% over
this three-month period. As our bank is less than five years old, each of our
existing six branches is still relatively new. We expect that branch deposit
growth will begin to stabilize after several years as these branches mature. In
addition to ongoing, aggressive marketing, we plan to have two or three more
branches opened by the end of 2004 and anticipate no decline in our overall rate
of deposit growth.

Deposits in passbook savings accounts increased $8.7 million or 3.8% over the
three-month period ended March 31, 2004. The effects of several key marketing
initiatives have permitted this core product to grow much more rapidly than
other deposit products over the same period. We believe that Buffalo is
inherently savings oriented and intend to continue focusing on the passbook
savings account as our principal deposit product. Due to our bank's significant
percentage of passbook savings accounts, our total cost of funds will most
likely remain linked to the rate set by our management for this account. It is
considered to be a variable-rate account, so the stated interest rate can be
increased or decreased at any time.

Certificates of deposit were 24.0% and 23.4% of total deposits at March 31,
2004 and December 31, 2003 respectively, with corresponding costs to the Bank of
2.20% and 2.23%. Certificates of deposit increased $6.1 million or 7.2% over the
three-month period ended March 31, 2004.



Short-term Borrowings. At March 31, 2004, short-term borrowings
consisted of an overnight borrowing due the Federal Home Loan Bank totaling $400
thousand and $86 thousand of Treasury Tax and Loan deposits through the Bank's
Federal Reserve Bank account. At December 31, 2003, short-term borrowings
consisted of one three-day loan due the Federal Home Loan Bank totaling $1.3
million and $107.5 thousand of Treasury Tax and Loan deposits through the Bank's
Federal Reserve Bank account. Short-term borrowings from the Federal Home Loan
Bank may occasionally be used to offset fluctuations in deposit inflows and
outflows and to manage liquidity needs at competitive rates. Federal Home Loan
Bank rates are presently well below the Bank's cost of funds and are
collateralized by certain qualifying securities. Treasury Tax and Loan deposits
can fluctuate daily and are generally short-term in nature.

Long-term Debt. In September 2003, the Company borrowed $5.0 million
from Fifth Third Bank pursuant to a term loan transaction. The net proceeds from
this loan were contributed to the capital of the Company's subsidiary, Greater
Buffalo Savings Bank. This loan is evidenced by a five-year note that provides
for interest only payments during the first two years at the prime rate (4% at
March 31, 2004) and quarterly payments of $416.7 thousand of principal
thereafter until maturity, when the remaining principal balance and all other
unpaid obligations under the note are due and payable. The term loan is secured
by a pledge of all outstanding capital stock of Greater Buffalo Savings Bank.

The provisions of indenture relating to the Fifth Third Bank obligation
contain various financial and non-financial covenants. The Company is required
to maintain a "well-capitalized" designation, consistent with all applicable
banking regulations, and a minimum tangible net worth of $18.3 million. In
addition, the Bank's non-performing loan ratio may not exceed 1% and the loss
reserve coverage ratio may not fall below 105% at the end of any quarter. As of
March 31, 2004, the Company was in compliance with all of the financial
covenants of the obligation.

Deferred Tax Liability. The deferred tax liability at March 31, 2004
was $189.4 thousand compared to a deferred tax asset of $519.4 thousand at
December 31, 2003. This change resulted from the mark-to-market adjustment on
securities available for sale changing from an unrealized loss of $400.0
thousand at December 31, 2003 to an unrealized gain of $108.2 thousand at March
31, 2004, combined with a reduction of the net operating loss carryforward of
$434.1 thousand attributed to the current year's earnings (see Provision
for Income Taxes). Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amount of existing assets and liabilities and their
respective tax bases. Deferred tax assets and

10



liabilities are measured using enacted tax rates expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized, in income, in the period that includes the enactment date.
Our bank has been profitable since February 2002 and our management believes,
but can offer no assurances, this trend will continue. We have met or exceeded
all growth projections defined in our original and subsequent business plans.

Shareholders' Equity. Total shareholders' equity increased from $18.1
million to $30.0 million during the first three months of 2004. This increase
resulted primarily from proceeds of a stock offering to all shareholders of
record as of January 14, 2004. A total of 1,814,291 shares of $.001 par value
common stock were sold on a subscription basis at $9.00 per share. As of March
31, 2004, the Company received approximately $10.9 million from the sale of
1,207,150 shares. An additional $5.5 million from the sale of 607,141 shares,
recorded as subscriptions receivable at March 31, 2004, was received in April
2004. Net income for the three-month period ended March 31, 2004 was $659.5
thousand. Total comprehensive income was $1.2 million, which reflects a $508.0
thousand unrealized gain on securities available for sale at March 31, 2004.

In April 2004 the Company issued 115,750 shares of Common stock, in exchange
for 115,750 shares of Class B Common stock, to the sole shareholder of the Class
B Common Stock.  Subsequent to the exchange, 3,891,661 shares of Common
stock were issued and outstanding and no shares of Class B Common stock were
issued or outstanding.  This transaction had no effect on the number of
authorized shares of either class of stock.



Selected Financial Information.



|                                                     |  | Three Months |   |  |              |   |  | Three Months |  
|---------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ------------ | -
|                                                     |  | Ended        |   |  | Year Ended   |   |  | Ended        |  
|                                                     |  | March 31,    |   |  | December 31, |   |  | March 31,    |  
|                                                     |  | 2004         |   |  | 2003         |   |  | 2003         |  
|                                                     |  |              |   |  |              |   |  |              |  
|                                                     |  |              |   |  |              |   |  |              |  
|Average equity as a percentage
    of average assets |  | 4.78         | % |  | 5.99         | % |  | 7.51         | %
|                                                     |  |              |   |  |              |   |  |              |  
|Equity to total assets at end of
    period          |  | 7.25         |   |  | 4.68         |   |  | 6.87         |  
|                                                     |  |              |   |  |              |   |  |              |  
|Return on average assets
    (1)                     |  | 0.67         |   |  | 0.45         |   |  | 0.23         |  
|                                                     |  |              |   |  |              |   |  |              |  
|Noninterest expenses to average
    assets(1)        |  | 2.21         |   |  | 2.02         |   |  | 2.28         |  

(1) Annualized for the three months ended March 31.



Discussion of Results of Operations for the Three Months Ended March 31, 2004
and 2003



General.Our results of
operations depend primarily on net interest income. Net interest income is the
difference between the interest income we earn on our interest-earning assets,
primarily mortgage loans, mortgage-backed securities and investment securities,
and the interest we pay on our interest-bearing liabilities, primarily time
deposits, savings deposits and borrowed funds. Our results of operations are
also affected by our provision for loan losses, non-interest income, and
non-interest expense. Non-interest expense consists primarily of salaries and
employee benefits, occupancy expenses and other general and administrative
expenses. Non-interest income consists mainly of service charges and fees and
realized gains on securities available for sale.

Our results of operations may also be affected significantly by general and
local economic and competitive conditions, particularly those with respect to
changes in the level of market interest rates, government policies and actions
of regulatory authorities. Future changes in applicable law, regulations or
government policies may materially impact us. Additionally, our primary lending
activity is concentrated in loans secured by real estate mainly located in
Western New York. Accordingly, our results of operations may be affected by
local market and economic conditions.



Net Income. Net income for the three months ended March 31, 2004 was
$659.5 thousand, compared to $134.9 thousand for the three months ended March
31, 2003. Total interest and noninterest income increased 66.7% from $3.0
million during the three months ended March 31, 2003 to $5.0 million during the
three months ended March 31, 2004. Interest expense, noninterest expense and the
provision for loan losses increased 39.3% from $2.8 million to $3.9 million
during the same periods as the Bank continues to benefit from the operating
efficiencies related to its growth.

11



Net Interest Income. Net interest income is the difference between
interest and fees earned on assets and the interest paid on deposits and
borrowings. Net interest income is one of the major determining factors in the
Bank's performance as it is the principal source of revenue and earnings. For
the three month period ended March 31, 2004, net interest income increased $1.3
million, or 86.7% to $2.8 million compared to $1.5 million for the three months
ended March 31, 2003, primarily as a result of increases in the volume of
interest-earning assets.

For the three months ended March 31, 2004, total interest income increased by
$1.7 million or 58.6% to $4.6 million compared to $2.9 million for the three
months ended March 31, 2003. This increase resulted primarily from a $156.1
million, or 69.6% increase in average interest-earning assets to $380.5 million
for the three months ended March 31, 2004, from $224.4 million for the three
months ended March 31, 2003. The yield on average interest-earning assets
decreased to 4.89% for the three months ended March 31, 2004 from 5.11% for the
same period last year.

The significant increases in average interest-earning assets were primarily
due to rapid loan growth, which were funded by the deposit growth referred to
above. The decrease in the yield on averageinterest-earning assets from period to period resulted primarily from a decrease
in the yield on the Bank's loans receivable, partially offset by an increase in
the yield on securities available for sale. The yields earned on
interest-earning assets generally declined throughout these periods as the
Federal Reserve Bank continued to maintain the historically low interest rate
environment that now exists.



Interest income on loans receivable increased by $880.0 thousand to $3.1
million for the three months ended March 31, 2004 compared to $2.3 million
during the same period last year. This increase resulted primarily from a $83.7
million increase in average loans outstanding to $237.3 million for the three
months ended March 31, 2004 from $153.6 million for the same period last year.
The yield on average loans decreased to 5.31% during the three months ended
March 31, 2004 from 6.22% for the comparable period last year.



Interest income on securities increased $897.7 thousand, or 150.0% to $1.5
million for the three months ended March 31, 2004 from $581.8 thousand for the
three months ended March 31, 2003. This increase resulted primarily from a $79.6
million increase in average securities to $139.6 million during the three months
ended March 31, 2004 from $60.0 million for the same period last year. The yield
on average investments increased to 4.26% during the three months ended March
31, 2004 compared to 4.23% during the three months ended March 31, 2003.

Interest income on interest-bearing deposits decreased $29.3 thousand, or
68.5% to $13.5 thousand for the three months ended March 31, 2004 from $42.8
thousand for the three months ended March 31, 2003. These decreases resulted
primarily from a $8.1 million decrease in average interest-bearing deposits to
$2.0 million during the three months ended March 31, 2004 from $10.1 million for
the same period last year, partially offset by an increase in yield. The yield
on average interest-bearing deposits increased 25 basis points from 1.26% to
1.51% when comparing the three months ended March 31, 2003 to the three months
ended March 31, 2004.

Interest expense increased $457.2 thousand, or 32.7% to $1.8 million for the
three months ended March 31, 2004 compared to $1.4 million for the three months
ended March 31, 2003. The average balance of customer deposits, the most
significant portion of interest-bearing liabilities, increased by $143.9
million, or 67.0% to $358.6 million for the three months ended March 31, 2004
from $214.7 million for the comparable period last year. However, the average
cost of funds (customer deposits) decreased to 1.93% for the three months ended
March 31, 2004 from 2.59% for the three months ended March 31, 2003. The
decrease in the cost of funds during this period was due to certificates of
deposits repricing at lower market rates and the downward adjustment of savings
account rates. Management prices its deposit liabilities based on various
factors, such as the interest rate environment, market conditions and local
competition.

Noninterest Income. Noninterest income increased $234.0 thousand to
$363.0 thousand for the three-month period ended March 31, 2004 compared to
$129.0 thousand for the same period last year. Other operating income, which
consists of service charges and other miscellaneous fees assessed on deposit and
loan accounts increased $73.1 thousand to $186.3 thousand or 64.6%. The realized
gain on the sale of securities increased $168.6 thousand from $15.8 thousand to
$184.4 thousand over the same three-month period.



12



Provision for Loan Losses.  The provision for loan losses was a credit
of $69.4 thousand, a decrease of $142.0 thousand for the three months ended
March 31, 2004 compared to $72.6 thousand during the three months ended March
31, 2003. The provision for loan losses is determined by the type and dollar
amount of the loans recorded during the period.



Provisions for losses in the portfolio are charged to earnings in an amount
sufficient, in management's judgment, to cover probable losses based upon the
overall inherent risk in the Bank's loan portfolio, current economic conditions
and historical trends. The decrease between periods noted above is due primarily
to a change in reserve methodology (see Allowance for Loan Losses).
Loans totaling $785.2 thousand are classified as substandard at March 31, 2004
compared to $1.3 million at December 31, 2003.



Noninterest Expense. Noninterest expense increased $834.1 thousand,
or 64.2% to $2.2 million for the three months ended March 31, 2004 compared to
$1.3 million for the three months ended March 31, 2003. Salaries and employee
benefits increased $458.9 thousand or 76.5% as the number of full-time
equivalent employees increased from 69 to 104 at March 31, 2003 and 2004,
respectively. Occupancy, equipment and furnishings expense increased 29.3% from
$233.7 thousand to $302.1 thousand between the three months ended March 31, 2003
and 2004, respectively. This increase was primarily the result of equipment
costs associated with the increased number of full-time equivalent employees and
occupancy of the Bank's sixth branch office located in Amherst, New York, which
did not open until June 2003. Data processing expense increased $32.2 thousand
or 20.9% between the three months ended March 31, 2003 and March 31, 2004. The
Bank had 18,440 customer accounts opened at March 31, 2003 and 22,465 at March
31, 2004. Data processing costs are directly linked to the number of customer
accounts and transactions processed through those accounts.



Provision for Income Taxes. The Company's provision for income taxes,
as a percentage of income before taxes, was 37.5% and 39.1% for the three months
ended March 31, 2004 and 2003, respectively.





Liquidity and Capital Resources



The Bank's primary sources of funds are customer deposits, short-term
borrowings and proceeds from principal and interest payments on loans,
mortgage-backed securities and investment securities. While maturities and
scheduled amortization of loans and mortgage-backed securities are a predictable
source of funds, deposit flows and mortgage prepayments are influenced by the
general level of interest rates, economic conditions and competition. In
general, as interest rates rise, we expect to realize a reduction in cash flows
from mortgage prepayments and principal paydowns on our mortgage-backed
securities.

The overall asset/liability strategy of our bank takes into account the need
to maintain adequate liquidity to fund asset growth and deposit runoff. Our
management monitors our bank's liquidity position daily in conjunction with the
Federal Reserve position monitoring. We may borrow funds from the Federal Home
Loan Bank of New York on a short or long-term basis. We may sell or pledge
investment securities to create additional liquidity for our bank. Since its
inception in November 1999, our bank's rapidly increasing core deposit base has
provided our most significant source of funds. During the first three months of
2004, the Bank's deposits increased 4.7% from $360.6 million to $377.5 million.
However, short-term borrowings from the Federal Home Loan Bank have been used
occasionally to offset fluctuations in deposit inflows and outflows and to
manage liquidity needs at competitive rates. Federal Home Loan Bank rates are
presently well below the bank's cost of funds.



The Bank may also obtain capital through additional investments by its parent
company, Great Lakes Bancorp, Inc. (the "Company"). Through an offering to its
existing shareholders of record as of January 14, 2004, the Company raised $16.4
million in additional capital from the sale of 1,814,291 shares of $.001 par
value common stock. Of the $10.9 million received by the Company as of March 31,
2004, $10.7 million of the net proceeds were used to increase the capital of the
Bank. Of the remaining proceeds of $5.5 million, the Company contributed an
additional $5.3 million of capital in the Bank during in April 2004. The
contribution of capital to the Bank will permit continued growth in deposits,
assets and loans through expansion of its existing lending and investment
activities and possible further branching and acquisitions. The remaining
portion of the net proceeds will be retained by the Company as working capital.

13



The Bank is required to maintain specific amounts of capital pursuant to FDIC
regulations. As of March 31, 2004, the Bank was in compliance with all
regulatory capital requirements that were effective as of such date, with a
total risk-based capital to risk-weighted assets ratio of 16.9% and a Tier 1
risk-based capital to risk-weighted assets ratio of 16.1% and a leverage ratio
of 8.8%. These ratios greatly exceed the minimum capital ratios as required by
federal and state regulations.



Item 3. - Quantitative and Qualitative Disclosures About Market Risk



There have been no material changes from the information
provided in the December 31, 2003 Form 10-KSB.



Item 4. - Controls and Procedures



Evaluation of disclosure controls and procedures. The Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), of the effectiveness of the design and operation our
"disclosure controls and procedures" (as defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended). Based on that evaluation, the CEO
and CFO have concluded that, as of the date of this report, the Company's
disclosure controls and procedures are effective to ensure that material
information relating to us and our consolidated subsidiaries is recorded,
processed, summarized and reported in a timely manner. Management will continue
to review this matter with particular emphasis on the documentation of the
Company's disclosure controls and procedures.

Changes in internal control over financial reporting. There has been
no change in the Company's internal control over financial reporting that
occurred during the last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.

14





Part II. OTHER INFORMATION



Item 1. - Legal Proceedings



There are no material pending legal proceeding to which the
Bank or Company is a party, or to which any of their property is subject.



Item 2. - Changes in Securities and Use of Proceeds

Not applicable.

Item 3. - Defaults upon Senior Securities

Not applicable.



Item 4. - Submission of Matters to a Vote of Security Holders

None.



Item 5. - Other Information

Not applicable.

Item 6. - Exhibits and Reports on Form 8-K

(a)    The following exhibits are filed as part of this report.



|Exhibit # |  | Description                                                                                                                                                     
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1      |  | Certification of
    the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as 
  Adopted Pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
|          | 
|          |  |                                                                                                                                                                 
|31.2      |  | Certification of
    the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as 
  Adopted Pursuant
    to Section 302 of the Sarbanes-Oxley Act of 2002
|          | 
|          |  |                                                                                                                                                                 
|32.1      |  | Certification of
    the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as 
  Adopted Pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002
|          | 
|          |  |                                                                                                                                                                 
|32.2      |  | Certification of
    the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as 
  Adopted Pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002
|          | 



(b)    Reports on Form 8-K.



|(1) | On January 21, 2004, the Company
    issued a press release announcing its financial results for the
  third quarter ended September
    30, 2003.                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |                                                                                                                                                                                                     
|(2) | On February 10, 2004, the
    Company issued a press release announcing its financial results for the 
  fourth quarter and year ended
    December 31, 2003.                                       
|   
|    |                                                                                                                                                                                                     
|(3) | On February 20, 2004, the
    Company filed an 8-K regarding the extension of the expiration date 
  of its rights offering of shares
    common stock and Class B common stock to its shareholders.
|   
|    |                                                                                                                                                                                                     
|    |                                                                                                                                                                                                     
|    |                                                                                                                                                                                                     



15





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.



|                   | Great Lakes Bancorp, Inc.
|------------------ | -------------------------
|                   |                          
|Date: May 14, 2004 | By:                      
|                   |                          
|                   |                          
|                   |                          
|Date: May 14, 2004 | By:                      
|                   |                          
|                   |                          

16