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 ended September 30, 2003               
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |  |                                                                                                                                                                  
|    |  | 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                                                                                                                                           



Great Lakes Bancorp, Inc.(Exact name of small business issuer as specified in its
charter)



New York 
      (State or other jurisdiction of incorporation or organization)
      13-4237490
 (I.R.S. Employer Identification No.)2421 Main Street, Buffalo, New York(Address of principal executive offices)
      14214
 (Zip Code)




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



Not applicable
(Former name, former address and former fiscal year, if
changed since last report)



Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 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_



State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable date: Common
Stock - voting, $.001 par value, 1,961,620 shares outstanding as of November 7,
2003 and Class B Common Stock - non-voting, $.001 par value, 115,750 shares
outstanding as of November 7, 2003.



GREAT LAKES BANCORP, INC.



INDEX

|PART I  | FINANCIAL
    INFORMATION                                           | PAGE
|------- | ------------------------------------------------------------------- | ----
|        |                                                                     |     
|Item 1. | Consolidated
    Financial Statements                               |     
|        |                                                                     |     
|        | Consolidated
    Statements of Condition as of September 30, 2003   |     
|        | and December 31,
    2002                                           | 1   
|        |                                                                     |     
|        | Consolidated
    Statements of Operations for the three and nine    |     
|        | months ended
    September 30, 2003 and 2002                        | 2   
|        |                                                                     |     
|        | Consolidated
    Statements of Changes in Shareholders' Equity      |     
|        | for the three and
    nine months ended September 30, 2003 and 2002 | 3   
|        |                                                                     |     
|        | Consolidated
    Statements of Cash Flows for the nine months       |     
|        | ended September
    30, 2003 and 2002                               | 4   
|        |                                                                     |     
|        | Notes to
    Consolidated Financial Statements                      | 5   
|        |                                                                     |     
|Item 2. | Management's
    Discussion and Analysis of Financial               |     
|        | Condition and
    Results of Operations                             | 11  
|        |                                                                     |     
|Item 3. | Controls and
    Procedures                                         | 19  
|        |                                                                     |     
|        |                                                                     |     
|PART II | OTHER
    INFORMATION                                               |     
|        |                                                                     |     
|Item 1. | Legal Proceedings                                                   | 20  
|        |                                                                     |     
|Item 2. | Changes in
    Securities and Use of Proceeds                       | 20  
|        |                                                                     |     
|Item 3. | Defaults Upon
    Senior Securities                                 | 20  
|        |                                                                     |     
|Item 4. | Submission of
    Matters to a Vote of Security Holders             | 20  
|        |                                                                     |     
|Item 5. | Other Information                                                   | 20  
|        |                                                                     |     
|Item 6. | Exhibits and
    Reports on Form 8-K                                | 20  
|        |                                                                     |     
|        | Signatures                                                          | 21  
|        |                                                                     |     



GREAT LAKES BANCORP, INC.
Consolidated Statements of Condition



|                                        | September 30, 2003                                                       |                                                                         | December 31, 2002                             
|--------------------------------------- | ------------------------------------------------------------------------ | ----------------------------------------------------------------------- | ----------------------------------------------
|Assets                                  | (Unaudited)                                                              |                                                                         |                                               
|Cash
    and cash equivalents:          |                                                                          |                                                                         |                                               
|                                        | Cash
    and due from banks                                              |                                                                         | $                                             
|                                        | Interest-bearing deposits in other financial institutions                | 3,906,485                                                               |                                               
|                                        |                                                                          |                                                                         | Total cash and
    cash equivalents           
|Securities:                             |                                                                          |                                                                         |                                               
|                                        | Available for sale, at fair value                                        | 125,299,978                                                             |                                               
|                                        | Held
    to maturity, at cost                                            | 2,000,000                                                               |                                               
|Federal Home Loan Bank stock, at cost   | 1,580,800                                                                |                                                                         | 683,000                                       
|Loans, net of allowance for loan losses | 197,399,512                                                              |                                                                         | 142,257,683                                   
|Premises and equipment, net             | 7,015,517                                                                |                                                                         | 5,307,920                                     
|Other
    assets                        | 2,513,038                                                                |                                                                         | 2,505,183                                     
|                                        |                                                                          |                                                                         | Total assets                                  
|                                        |                                                                          |                                                                         |                                               
|Liabilites and Shareholders' Equity     |                                                                          |                                                                         |                                               
|Liabilities:                            |                                                                          |                                                                         |                                               
|                                        | Deposits                                                                 | 306,046,802                                                             |                                               
|                                        | Short-term borrowings                                                    | 14,094,563                                                              |                                               
|                                        | Long-term debt                                                           | 5,000,000                                                               |                                               
|                                        | Other
    liabilities                                                    | 847,086                                                                 |                                               
|                                        |                                                                          |                                                                         | Total liabilities                             
|                                        |                                                                          |                                                                         |                                               
|Shareholders' equity:                   |                                                                          |                                                                         |                                               
|                                        | Common stock - voting, $0.001 par value, 20,000,000 shares authorized,   |                                                                         |                                               
|                                        |                                                                          | 1,961,620 shares issued and outstanding at September 30, 2003           | 1,962                                         
|                                        | Common stock - voting, $5.00 par value, 5,000,000 shares authorized,     |                                                                         |                                               
|                                        |                                                                          | 1,961,620 shares issued and outstanding at December 31, 2002            | -                                             
|                                        | Class
    B Common stock -non-voting, $0.001 par value, 5,000,000 shares |                                                                         |                                               
|                                        |                                                                          | Authorized, 115,750 shares issued and outstanding at September 30, 2003 | 116                                           
|                                        | Class
    B Common stock - non-voting, $5.00 par value, 1,000,000 shares |                                                                         |                                               
|                                        |                                                                          | Authorized, 115,750 shares issued and outstanding at December 31, 2002  | -                                             
|                                        | Additional paid-in capital                                               | 18,622,473                                                              |                                               
|                                        | Accumulated deficit                                                      | (536,517)                                                               |                                               
|                                        | Accumulated other comprehensive income, net                              | 51,319                                                                  |                                               
|                                        |                                                                          |                                                                         | Total
    shareholders' equity                
|                                        |                                                                          |                                                                         | Total liabilities
    and shareholders' equity

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

1

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

|                                                       | Three months                                     |                                | Nine months                                            
|------------------------------------------------------ | ------------------------------------------------ | ------------------------------ | -------------------------------------------------------
|                                                       | ended September 30,                              |                                | ended September 30,                                    
|                                                       | 2003                                             |                                | 2002                                                   
|Interest income:                                       |                                                  |                                |                                                        
|                                                       | Loans                                            | $ 2,603,171                    |                                                        
|                                                       | Securities                                       | 937,541                        |                                                        
|                                                       | Interest-bearing deposits and federal funds sold | 40,660                         |                                                        
|                                                       |                                                  | Total
    interest income      | 3,581,372                                              
|Interest expense:                                      |                                                  |                                |                                                        
|                                                       | Deposits                                         | 1,554,845                      |                                                        
|                                                       | Short-term borrowings                            | 13,251                         |                                                        
|                                                       | Long-term debt                                   | 4,484                          |                                                        
|                                                       |                                                  | Total
    interest expense     | 1,572,580                                              
|                                                       |                                                  |                                | Net
    interest income                                
|Provision for loan losses                              | 97,000                                           |                                | 70,619                                                 
|                                                       |                                                  |                                | Net
    interest income after provision for loan losses
|Noninterest income:                                    |                                                  |                                |                                                        
|                                                       | Net
    gain on sale of securities               | 135,644                        |                                                        
|                                                       | Realized gain on sale of loans                   | -                              |                                                        
|                                                       | Other
    operating income                       | 188,171                        |                                                        
|                                                       |                                                  | Total
    noninterest income   | 323,815                                                
|Noninterest expenses:                                  |                                                  |                                |                                                        
|                                                       | Salaries and employee benefits                   | 800,169                        |                                                        
|                                                       | Occupancy, equipment and furnishings             | 260,889                        |                                                        
|                                                       | Data
    processing and operations               | 155,490                        |                                                        
|                                                       | Printing, postage and supplies                   | 94,707                         |                                                        
|                                                       | Professional services                            | 69,938                         |                                                        
|                                                       | Advertising                                      | 79,649                         |                                                        
|                                                       | Other
    operating expenses                     | 214,047                        |                                                        
|                                                       |                                                  | Total
    noninterest expenses | 1,647,889                                              
|                                                       |                                                  |                                | Income before
    income taxes                         
|Income tax provision                                   | 213,874                                          |                                | 150,341                                                
|                                                       |                                                  |                                | Net income                                             
|Net
    income per share - basic and diluted           | $ 0.18                                           |                                | $ 0.11                                                 
|Weighted average number of common shares outstanding - |                                                  |                                |                                                        
|                                                       | basic
    and diluted                            | 2,077,370                      |                                                        

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



2



GREAT LAKES BANCORP, INC.
Consolidated Statements of Shareholders' Equity (Unaudited)
Nine months ended September 30, 2002 and 2003



|                                               | Commonstock - voting                        |                                          | Class BCommon stockNon-voting      |           | Additionalpaid-incapital |            | AccumulatedDeficit |         | Accumulatedothercomprehensiveincome |   | Subscriptionsreceivable |           | Totalshareholders'equity
|---------------------------------------------- | ------------------------------------------- | ---------------------------------------- | ---------------------------------- | --------- | ------------------------ | ---------- | ------------------ | ------- | ----------------------------------- | - | ----------------------- | --------- | ------------------------
|                                               |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|Balances at
    December 31, 2001              | $ 9,808,100                                 |                                          | $ 578,750                          |           | $ 8,241,504              |            | $ (2,354,255)      |         | $ 142,533                           |   | $ (4,722,094)           |           | $ 11,694,538            
|                                               |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|Issuance of
    517,625 shares of              |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|                                               | Common stock -
    voting                   | -                                        |                                    | -         |                          | -          |                    | -       |                                     | - |                         | 4,270,406 |                         
|                                               |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|Issuance of
    54,750 shares of Class B       |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|                                               | Common stock -
    non-voting               | -                                        |                                    | -         |                          | -          |                    | -       |                                     | - |                         | 451,688   |                         
|                                               |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|Payment of
    underwriting costs              | -                                           |                                          | -                                  |           | (3,803)                  |            | -                  |         | -                                   |   | -                       |           | (3,803)                 
|                                               |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|Comprehensive
    income:                      |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|                                               | Net income                                  | -                                        |                                    | -         |                          | -          |                    | 302,194 |                                     | - |                         | -         |                         
|                                               | Other
    comprehensive income, net of tax: |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|                                               |                                             | Unrealized gains
    on securities, net  |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|                                               |                                             |                                          | of reclassification
    adjustment | -         |                          | -          |                    | -       |                                     | - |                         | 567,271   |                         
|                                               | Total
    comprehensive income              | -                                        |                                    | -         |                          | -          |                    | -       |                                     | - |                         | -         |                         
|Balances at September 30, 2002                 | $ 9,808,100                                 |                                          | $ 578,750                          |           | $ 8,237,701              |            | $ (2,052,061)      |         | $ 709,804                           |   | $ -                     |           | $ 17,282,294            
|                                               |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|                                               |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|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                                  | -                                        |                                    | -         |                          | -          |                    | 950,839 |                                     | - |                         | -         |                         
|                                               | Other
    comprehensive income, net of tax: |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|                                               |                                             | Unrealized losses
    on securities, net |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|                                               |                                             |                                          | of reclassification
    adjustment | -         |                          | -          |                    | -       |                                     | - |                         | (414,828) |                         
|                                               | Total
    comprehensive income              | -                                        |                                    | -         |                          | -          |                    | -       |                                     | - |                         | -         |                         
|                                               |                                             |                                          |                                    |           |                          |            |                    |         |                                     |   |                         |           |                         
|Balances at
    September 30, 2003             | $ 1,962                                     |                                          | $ 116                              |           | $ 18,622,473             |            | $ (536,517)        |         | $ 51,319                            |   | $ -                     |           | $ 18,139,353            





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

3

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

|                                                     | Nine months ended
    September 30, 2003                            |                                   | Nine months ended
    September 30, 2002
|---------------------------------------------------- | ------------------------------------------------------------------- | --------------------------------- | ----------------------------------------
|Cash
    flows from operating activities:            |                                                                     |                                   |                                         
|                                                     | Net
    income                                                      | $ 950,839                         |                                         
|                                                     | Adjustments to reconcile net income to net cash                    
|                                                     |                                                                     | provided by operating activities:
|                                                     |                                                                     |                                   | Depreciation, amortization and accretion
|                                                     |                                                                     |                                   | Deferred income tax expense             
|                                                     |                                                                     |                                   | Realized gain on sale of securities     
|                                                     |                                                                     |                                   | Realized loss on sale of securities     
|                                                     |                                                                     |                                   | Realized gain on sale of loans          
|                                                     |                                                                     |                                   | Provision for loan losses               
|                                                     |                                                                     |                                   | Increase in other assets                
|                                                     |                                                                     |                                   | Increase (decrease) in other liabilities
|                                                     |                                                                     |                                   |                                         
|Cash
    flows from investing activities:            |                                                                     |                                   |                                         
|                                                     | Purchases of securities available for sale                          | (115,042,026)                     |                                         
|                                                     | Purchases of securities to be held to maturity                      | (2,000,000)                       |                                         
|                                                     | Proceeds from sales of securities available for sale                | 10,375,144                        |                                         
|                                                     | Proceeds from maturities and calls of securities available for sale | 17,000,000                        |                                         
|                                                     | Proceeds from principal paydowns on securities available for sale   | 18,345,477                        |                                         
|                                                     | Purchase of Federal Home Loan Bank stock                            | (897,800)                         |                                         
|                                                     | Net
    increase in loans receivable                                | (55,679,534)                      |                                         
|                                                     | Purchase of premises and equipment                                  | (2,013,612)                       |                                         
|                                                     |                                                                     |                                   |                                         
|Cash
    flows from financing activities:            |                                                                     |                                  
|                                                     | Net
    increase in deposits                                        | 109,017,893                       |                                         
|                                                     | Net
    increase in short-term borrowings                           | 4,955,062                         |                                         
|                                                     | Proceeds from long-term borrowings                                  | 5,000,000                         |                                         
|                                                     | Payment from stock offering, net                                    | -                                 |                                         
|                                                     |                                                                     |                                   |                                         
|                                                     |                                                                     |                                   |                                         
|Cash
    and cash equivalents at beginning of period | $ 17,104,529                                                        |                                   | $ 4,346,399                             
|Cash
    and cash equivalents at end of period       | $ 8,318,959                                                         |                                   | $ 12,011,580                            
|Supplemental disclosure of cash flow information:    |                                                                     |                                   |                                         
|                                                     | Cash paid for interest                                              | $ 4,443,652                       |                                         
|                                                     | Cash
    paid for income taxes                                      | $ -                               |                                         



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



4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1.)        Summary of Significant Accounting PoliciesBasis of Presentation
The accompanying September 30, 2003 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. 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 nine-month
period ended September 30, 2003 (unaudited) are not necessarily indicative of
the results that may be expected for the year ended December 31, 2003. Certain
amounts in the financial statements for the nine-month period ended September
30, 2002 have been reclassified to conform to the consolidated financial
statement presentation for the nine-month period ended September 30, 2003.

Great Lakes Bancorp, Inc. is a single-bank holding company,
formed by a majority vote of the shareholders of Greater Buffalo Savings Bank in
April 2003. Each shareholder of the Bank received one share of Great Lakes
Bancorp, Inc. stock in a one-for-one exchange. Great Lakes Bancorp, Inc. emerged
from the transaction as sole owner of the Bank. One advantage of the holding
company structure is to provide greater flexibility in future capital raising
efforts.

The financial statement information for the year ended
December 31, 2002 includes the accounts of Greater Buffalo Savings Bank. For
further information, refer to the Bank's Annual Report on Form 10-KSB for the
year ended December 31, 2002 (filed with the Federal Deposit Insurance
Corporation), which includes audited financial statements and footnotes as of
and for the years ended December 31, 2002 and 2001.

Accounting Standards Pronouncements

SFAS No. 144 Accounting for the Impairment or Disposal of
Long-Lived Assets,was issued August 2001. This Statement supercedes SFAS
No. 121, Accounting Principle Board Opinion (APB) No. 30, and amends Accounting
Research Bulletin (ARB) No. 51. The Statement establishes a single accounting
model for long-lived assets to be disposed of by sale and resolve significant
implementation issues related to SFAS No. 121. However, this Statement retains
fundamental provisions of SFAS No. 121, APB 30, and ARB No. 51. The Statement
was effective for the Company beginning on January 1, 2002 and did not have a
material impact on the Company's financial statements.

FASB Interpretation No. 45 (FIN 45), Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others,was issued by the FASB in November
2002. This interpretation expands the disclosures to be made by a guarantor in
its financial statements about its obligations under certain guarantees and
requires the guarantor to recognize a liability for the fair value of an
obligation assumed under a guarantee. FIN 45 clarifies the requirements of SFAS
No.5, Accounting for Contingencies,relating to guarantees. In general,
FIN 45 applies to contracts or indemnification agreements that contingently
require the guarantor to make payments to the guaranteed party based on changes
in an underlying that is related to an asset, liability, or equity security of
the guaranteed party. Certain guarantee contracts are excluded from both the
disclosure and recognition requirements of this interpretation, including, among
others, guarantees relating to employee compensation, residual value guarantees
under capital lease arrangements, commercial letters of credit, loan
commitments, subordination interests in Special Purpose Entity (SPE), and
guarantees of a company's own future performance. Other guarantees are subject
to the disclosure requirements of FIN 45, but not to the5recognition provisions and include, among others, a guarantee
accounted for as a derivative instrument under SFAS No. 133, a parent's
guarantee of debt owed to a third party by its subsidiary or vice versa, and
guarantee, which is based on performance not price. The disclosure requirements
of FIN 45 are effective for the Company as of December 31, 2002, and require
disclosure of the nature of the guarantee, the maximum potential amount of
future payments that the guarantor could be required to make under the
guarantee, and the current amount of the liability, if any, for the guarantor's
obligations under the guarantee. The recognition requirements of FIN 45 are to
be applied prospectively to guarantees issued or modified after December 31,
2002. The requirements of FIN 45 did not have a material impact on the results
of operations, financial position or liquidity.

SFAS No. 148, Accounting for Stock-Based Compensation
- Transition and Disclosure,was issued in December 2002, which provides
guidance on how to transition from the intrinsic value method of accounting for
stock-based employee compensation under APB No. 25 to SFAS No. 123's fair value
method of accounting, if a company so elects. The Company currently has no
outstanding stock-based employee compensation.
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 September 30, 2003 and September 30, 2002, 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.
Revenue Recognition

Our primary source of revenue is interest income from loans
and securities and is recognized in the period in which it is earned. Revenue is
recognized on the accrual basis of accounting in accordance with accounting
principles generally accepted in the United States of America.


(2.)        Securities

Investments in securities are classified as trading,
available for sale or held to maturity. The amortized cost and approximate fair
value of securities at September 30, 2003 (unaudited) and December 31, 2002 are
summarized as follows:

|                                    |                    | Amortized                  |            | Unrealized |         | Unrealized  |           | Fair         
|----------------------------------- | ------------------ | -------------------------- | ---------- | ---------- | ------- | ----------- | --------- | -------------
|September 30, 2003                  |                    | Cost                       |            | Gains      |         | Losses      |           | Value        
|                                    |                    |                            |            |            |         |             |           |              
|Securities available for sale:      |                    |                            |            |            |         |             |           |              
|                                    |                    |                            |            |            |         |             |           |              
|US government and federal           |                    |                            |            |            |         |             |           |              
|                                    | Agencies:          |                            |            |            |         |             |           |              
|                                    |                    | Due within one year        |            | $ 499,536  |         | $ 21,714    |           | $ -          
|                                    |                    | Due from one to five years |            | 2,000,000  |         | 10,842      |           | -            
|                                    |                    | Due from five to ten years |            | 5,929,125  |         | 55,329      |           | -            
|                                    |                    | Due after ten years        |            | 21,935,412 |         | 77,493      |           | (389,222)    
|Mortgage-backed fixed rate pass-    |                    |                            |            |            |         |             |           |              
|                                    | through securities |                            | 87,888,275 |            | 577,236 |             | (441,265) |              
|Other debt securities:              |                    |                            |            |            |         |             |           |              
|                                    |                    | Due within one year        |            | 1,002,894  |         | 30,415      |           | -            
|                                    |                    | Due from one to five years |            | 4,786,278  |         | 136,740     |           | -            
|                                    |                    | Due from five to ten years |            | 1,175,684  |         | 3,492       |           | -            
|Total securities available for sale |                    | $125,217,204               |            | $ 913,261  |         | $ (830,487) |           | $ 125,299,978

6



|                                        |              | Amortized   |           | Unrealized |             | Unrealized |              | Fair       
|--------------------------------------- | ------------ | ----------- | --------- | ---------- | ----------- | ---------- | ------------ | -----------
|September 30, 2003                      |              | Cost        |           | Gains      |             | Losses     |              | Value      
|                                        |              |             |           |            |             |            |              |            
|Securities to be held to maturity:      |              |             |           |            |             |            |              |            
|                                        |              |             |           |            |             |            |              |            
|Other debt securities:                  |              |             |           |            |             |            |              |            
|Due after ten years                     |              | $ 2,000,000 |           | $ -        |             | $ (12,500) |              | $ 1,987,500
|Total securities to be held to maturity |              | $ 2,000,000 |           | $ -        |             | $ (12,500) |              | $ 1,987,500
|                                        |              | Amortized   |           | Unrealized |             | Unrealized |              | Fair       
|December 31, 2002                       |              | Cost        |           | Gains      |             | Losses     |              | Value      
|                                        |              |             |           |            |             |            |              |            
|Securities available for sale:          |              |             |           |            |             |            |              |            
|                                        |              |             |           |            |             |            |              |            
|U.S. government and federal             |              |             |           |            |             |            |              |            
|agencies:                               |              |             |           |            |             |            |              |            
|Due from one year to five years         | $ 8,556,347  |             | $ 227,934 |            | $ ( 53)     |            | $ 8,784,228 
|Due from five to ten years              | 5,000,000    |             | 2,001     |            | -           |            | 5,002,001   
|Mortgage-backed fixed rate pass-        |              |             |           |            |             |            |              |            
|through securities                      | 39,335,869   |             | 519,665   |            | ( 3,057)    |            | 39,852,477  
|Other debt securities:                  |              |             |           |            |             |            |              |            
|Due from one to five years              | 3,069,159    |             | 65,473    |            | ( 47,787)   |            | 3,086,845   
|Total securities available for sale     | $ 55,961,375 |             | $ 815,073 |            | $ ( 50,897) |            | $ 56,725,551



At September 30, 2003, securities with a book value of
$43,967,019 and a fair value of $44,033,179 were pledged to secure the Bank's
short-term borrowings with the Federal Home Loan Bank, Treasury Tax and Loan
account with the Federal Reserve Bank, United States District Court accounts,
the NYS Linked Deposit Program and subsidized and unsubsidized deposits received
from the State of New York.



There were no securities to be held to maturity at December
31, 2002.

(3.)        Loans



Loans receivable consist of the following:



|                                    | September 30, 2003 |  | December 31, 2002
|----------------------------------- | ------------------ |  | -----------------
|                                    | (Unaudited)        |  |                  
|Residential mortgages               | $ 151,617,762      |  | $ 109,781,247    
|Commercial loans                    | 26,353,502         |  | 19,571,214       
|Consumer loans                      | 18,063,427         |  | 12,431,122       
|                                    | 196,034,691        |  | 141,783,583      
|Net deferred loan origination costs | 2,988,821          |  | 1,851,100        
|Allowance for loan losses           | (1,624,000)        |  | (1,377,000)      
|Loans, net                          | $ 197,399,512      |  | $ 142,257,683    



Outstanding commitments, consisting of both unused
lines-of-credit and commitments to originate new loans totaled $38,859,748 and
$17,279,403 at September 30, 2003 and December 31, 2002 respectively. There are
no loans held for sale at the end of either period.

7



(4.)        Allowance for Loan Losses



Activity in the allowance for loan losses is summarized as follows:

|                                       |  | September 30, 2003 |  | December 31, 2002
|-------------------------------------- |  | ------------------ |  | -----------------
|                                       |  | (Unaudited)        |  |                  
|                                       |  |                    |  |                  
|Balance at
    beginning of the period |  | $ 1,377,000        |  | $ 925,000        
|Provision charged
    to income        |  | 249,947            |  | 470,872          
|Charge-off's                           |  | (3,195)            |  | (19,585)         
|Recoveries                             |  | 248                |  | 713              
|Balance at end of
    the period       |  | $ 1,624,000        |  | $ 1,377,000      

(5.) Deposits



Deposits at September 30, 2003 (unaudited) and December 31,
2002 are summarized as follows:



|                                                | Weighted |  |               |  |        
|----------------------------------------------- | -------- |  | ------------- |  | -------
|                                                | Average  |  |               |  |        
|                                                | Rate     |  | Amount        |  | Percent
|Demand and NOW accounts, including non-interest |          |  |               |  |        
|bearing deposits of $10,482,008                 | 0.53%    |  | $ 26,479,288  |  | 8.65%  
|Money market                                    | 1.35     |  | 8,305,857     |  | 2.71   
|Passbook savings                                | 2.00     |  | 211,576,409   |  | 69.13  
|                                                |          |  | 246,361,554   |  | 80.49  
|Certificates of deposit                         | 2.41     |  | 59,685,248    |  | 19.51  
|                                                |          |  |               |  |        
|Total deposits at September 30, 2003            |          |  | $ 306,046,802 |  | 100.00%
|                                                |          |  |               |  |        
|                                                |          |  |               |  |        
|                                                | Weighted |  |               |  |        
|                                                | Average  |  |               |  |        
|                                                | Rate     |  | Amount        |  | Percent
|Demand and NOW accounts, including non-interest |          |  |               |  |        
|bearing deposits of $7,121,404                  | 0.71%    |  | $ 21,955,121  |  | 11.14% 
|Money market                                    | 1.59     |  | 12,465,915    |  | 6.33   
|Passbook savings                                | 2.95     |  | 110,195,455   |  | 55.93  
|                                                |          |  | 144,616,491   |  | 73.40  
|Certificates of deposit                         | 2.93     |  | 52,412,418    |  | 26.60  
|                                                |          |  |               |  |        
|Total deposits at December 31, 2002             |          |  | $ 197,028,909 |  | 100.00%



8

Scheduled maturities of certificates of deposit are as
follows:

|                                           |  |  | September 30,    
|------------------------------------------ |  |  | -----------------
|                                           |  |  | 2003
 (Unaudited)
|                                           |  |  |                  
|Due within three months                    |  |  | $ 26,213,266     
|Due between three months and twelve months |  |  | 15,283,408       
|Due between one year and three years       |  |  | 15,265,098       
|Due between three and five years           |  |  | 2,886,113        
|Due between five and ten years             |  |  | 37,363           
|                                           |  |  | $ 59,685,248     



Certificates of deposit issued in amounts of $100,000 or more
amounted to $31,990,431 and $20,561,681 at September 30, 2003 (unaudited) and
December 31, 2002 respectively.



(6.)        Short-term Borrowings



At September 30, 2003, short-term borrowings consisted of two
30-day loans due the Federal Home Loan Bank totaling $14,020,000 and $74,563 of
Treasury Tax and Loan deposits through the Bank's Federal Reserve Bank account.
At December 31, 2002, short-term borrowings consisted of two 30-day loans due
the Federal Home Loan Bank totaling $9,005,370 and $134,131 of Treasury Tax and
Loan deposits through the Bank's Federal Reserve Bank account.



(7.)        Long-term Debt



In September 2003, Great Lakes Bancorp, Inc. borrowed
$5,000,000 from Fifth Third Bank pursuant to a term loan transaction. The net
proceeds from this loan were contributed to the capital of the Bank. This loan
is evidenced by a five-year note that provides for interest only payments during
the first two years at libor plus 3% and quarterly payments of $416,667 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 the Bank.



(8.)        Comprehensive Income



The Company follows Financial Accounting Standards Board
("FASB") Statement No. 130, "Reporting Comprehensive Income" (Statement 130) for
reporting comprehensive income. Comprehensive income as defined by Statement
130, is the change in equity of a business enterprise during a reporting period
from transactions and other events and circumstances from non-owner sources. In
addition to the Company's net income, change in equity components under
comprehensive income reporting include the net change in unrealized gain or loss
on securities available for sale.



9

Net unrealized holding losses for the nine months ended
September 30, 2003 (unaudited) are summarized as follows:

|                                                    |  | Pre-tax      |  | Tax (Expense) |  | Net        
|--------------------------------------------------- |  | ------------ |  | ------------- |  | -----------
|                                                    |  | Amounts      |  | Benefits      |  | Amount     
|Unrealized holding losses arising during period     |  | $(1,170,850) |  | $ 458,053     |  | $ (712,797)
|Less: reclassification adjustment for net gains     |  |              |  |               |  |            
|included in net income                              |  | (489,448)    |  | 191,479       |  | (297,969)  
|Net unrealized holding losses arising during period |  | $ (681,402)  |  | 266,574       |  | $ (414,828)



Net unrealized holding gains for the nine months ended
September 30, 2002 (unaudited) are summarized as follows:



|                                                   |  | Pre-tax     |  | Tax (Expense) |  | Net      
|-------------------------------------------------- |  | ----------- |  | ------------- |  | ---------
|                                                   |  | Amounts     |  | Benefits      |  | Amount   
|Unrealized holding gains arising during period     |  | $ 1,391,488 |  | $ (461,537)   |  | $ 929,951
|Less: reclassification adjustment for net gains    |  |             |  |               |  |          
|included in net income                             |  | (461,537)   |  | 98,857        |  | (362,680)
|Net unrealized holding gains arising during period |  | $ 929,951   |  | $ (362,680)   |  | $ 567,271



(9.)        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:

|                                                          |   | Nine months ended  |   | Nine months ended 
|--------------------------------------------------------- | - | ------------------ | - | ------------------
|                                                          |   | September 30, 2003 |   | September 30, 2002
|                                                          |   |                    |   |                   
|Net income, as
    reported                               | $ | 950,839            | $ | 302,194           
|Total stock based
    employee compensation expense       |   |                    |   |                   
|determined under
    the fair value method for all        |   |                    |   |                   
|awards, net of
    tax                                    |   | (69,283)           |   | (66,229)          
|                                                          |   |                    |   |                   
|Net income, pro
    forma                                 | $ | 881,556            | $ | 235,965           
|                                                          |   |                    |   |                   
|Net income per
    share, as reported - basic and diluted | $ | 0.46               | $ | 0.15              
|                                                          |   |                    |   |                   
|Net income per
    share, pro forma - basic and diluted   | $ | 0.42               | $ | 0.11              

10



No compensation expense was recorded in the nine-month period
ended September 30, 2003 or 2002 for stock options granted to employees,
officers or directors.

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-Looking Statements

When used or incorporated by reference, the words
"anticipate", "estimate", "expect", "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.

Critical Accounting Policies

Management is required to evaluate and disclose those
accounting policies that are judged to be critical, which are those most
important to the portrayal of our financial condition and results of operations,
and that require management's most subjective and complex judgments. 
Management considers the accounting policies relating to the provision for loan
losses and related allowance for loan losses and the determination of the
deferred tax asset to be critical accounting policies.  These policies and
their impact on our results of operations are further discussed below.



Discussion of Financial Condition Changes from December 31,
2002 to September 30, 2003



Total assets increased $119.5 million during the first nine
months of 2003 to $344.1 million, due to increases of $55.1 million in loans
receivable and $70.6 million in securities available for sale and held to
maturity. Growth in total assets was funded by $109.0 million in new deposit
accounts, an increase in short-term borrowings of $5.0 million and a long-term
borrowing of $5.0 million transacted in September 2003.



Total assets are projected to reach $500.0 million by the end
of 2004. Three new branch locations will be added to the existing six to
supplement current deposit gathering capacity.



Cash and Cash Equivalents



Non-interest-bearing cash and due from banks increased from
$3.5 million at December 31, 2002 to $4.4 million at September 30, 2003.
Interest-bearing deposits in other financial institutions decreased from $13.6
million at December 31, 2002 to $3.9 million at September 30, 2003. The average
yields earned on these deposits over the nine-month periods ended September 30,
2003 and 2002 were 1.12% and 1.87% 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



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 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 $115.0 million and $10.4 million respectively during the
first nine months of 2003. The portfolio increased $68.6 million from $56.7
million to $125.3 million and the average yield earned decreased 28 basis points
from 4.34% to 4.06% during this period. The average estimated life of securities



11



available for sale, adjusted for historical prepayment
patterns on mortgage-backed securities, was 4.0 years at September 30, 2003. The
available for sale portfolio had net unrealized gains of $82.8 thousand at
September 30, 2003, compared to net unrealized gains of $764.2 thousand at
December 31, 2002.



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. At September 30, 2003, the portfolio had an amortized
cost of $2.0 million, fair market value of $2.0 million, average yield of 3.0%
and an average life of 29.7 years.



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 nine months of
2003, total net loans receivable increased $55.1 million from $142.3 million to
$197.4 million. The portfolio consists of 77.3% residential mortgages, 13.5%
commercial loans and 9.2% consumer loans, with an average weighted rate of 5.74%
at September 30, 2003, compared to 6.31% at December 31, 2002.



Approximately 98% of our loan portfolio consists of loans
secured either by properties located in or to borrowers resident in the eight
counties of Western New York. Less than 1% are SBA/USDA guaranteed loans
purchased in the secondary market to borrowers or business interests based
outside of New York State, with the balance of the loans secured by properties
in the Rochester, New York area. Accordingly, our results of operations may be
affected by local market and economic conditions. Mitigating this risk however,
has been the shift from a predominantly industrial and manufacturing economy to
a more service-based market. We are strategically located to large
concentrations of population in both Canada and the Northeastern and Midwestern
United States, abundant natural resources in terms of water supply from the
Great Lakes, and a diverse, skilled and educated workforce.



Total unfunded loan commitments and unused lines-of-credit at
September 30, 2003 and December 31, 2002 were $38.9 million and $17.3 million
respectively.



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 management believes is adequate to absorb estimated losses on existing
loans. Management's periodic evaluation of the adequacy of the allowance is
based on the 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 the Bank's allowance for loan losses. Such agencies may
require the Bank to recognize additions to the allowance based on their
judgments of information available to them at the time of their examination.



At September 30, 2003, the allowance was $1.6 million or
approximately .83% of the Bank's loan portfolio compared to .97% at December 31,
2002. The decrease in the allowance of 14 basis points is the result of a large
percentage of residential mortgage loans added to the portfolio during this
period. As part of the Bank's reserve methodology, residential mortgage loans
are reserved for at .50% of the amount borrowed. Additionally, the payoff of a
commercial loan previously classified as substandard had a negative effect on
the overall reserve calculation. We perform this analysis on a monthly basis and
believe that our allowance for loan losses is sufficient to cover future loan
losses. Since the Bank's inception, we have provided substantial increases to
the allowance for loan losses, while our actual loan losses have been
negligible. We do not expect future loan losses to exceed this reserve. Loans
charged-off during the first nine months of 2003 totaled $3.2 thousand.



12



Deferred Tax Asset



The deferred tax asset was $692.9 thousand and $1.0 million
at September 30, 2003 and December 31, 2002 respectively. 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
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.
The Bank has been profitable since February 2002 and management believes this
trend will continue. No reserve has been established against this asset as
management believes it is more likely than not that the deferred tax asset will
be realized through future taxable earnings.



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 offers a variety of products designed to
attract and retain customers, with the primary focus on building and expanding
relationships. Deposits at September 30, 2003 totaled $306.0 million, a 55.3%
increase over the December 31, 2002 balance of $197.0 million. Total cost of
funds decreased from 2.61% to 1.93% over the same period. Certificates of
deposit were 19.5% and 26.6% of total deposits at September 30, 2003 and
December 31, 2002 respectively, with corresponding costs to the Bank of 2.41%
and 2.93%.



Short-term Borrowings



At September 30, 2003, short-term borrowings consisted of two
30-day loans due the Federal Home Loan Bank totaling $14.0 million and $74.6
thousand of Treasury Tax and Loan deposits through the Bank's Federal Reserve
Bank account. At December 31, 2002, short-term borrowings consisted of two
30-day loans due the Federal Home Loan Bank totaling $9.0 million and $134.1
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, Great Lakes Bancorp, Inc. 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 Bank. This loan
is evidenced by a five-year note that provides for interest only payments during
the first two years and quarterly payments 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 the Bank.



Other Liabilities



Other liabilities increased $35.0 thousand from $812.1
thousand at December 31, 2002 to $847.1 thousand at September 30, 2003 and
consisted of accounts payable and accrued employee wages and benefits.



Shareholders' Equity



Total shareholders' equity increased from $17.6 million to
$18.1 million during the first nine months of 2003. Net income for the
nine-month period ended September 30, 2003 was $950.8 thousand and the decrease
in the net market value of securities available for sale was $414.8 thousand.



13





Results of Operations

For the three and nine months ended September 30, 2003 and September 30,
2002:

Net Income / General

Net income for the nine months ended September 30, 2003 was
$950.8 thousand, compared to $302.2 thousand for the nine months ended September
30, 2002. Total interest and noninterest income increased 52.9% from $7.0
million during the nine months ended September 30, 2002 to $10.7 million during
the nine months ended September 30, 2003. Interest expense, noninterest expense
and the provision for loan losses increased 40.0% from $6.5 million to $9.1
million during the same periods as the Bank continues to benefit from the
operating efficiencies related to its growth.



Net income for the three months ended September 30, 2003 was
$373.8 thousand, compared to $235.1 thousand for the three months ended
September 30, 2002. Total interest and noninterest income increased 39.3% from
$2.8 million during the three months ended September 30, 2002 to $3.9 million
during the three months ended September 30, 2003. Interest expense, noninterest
expense and the provision for loan losses increased 32.0% from $2.5 million to
$3.3 million during the same periods.



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
nine-month period ended September 30, 2003, net interest income increased $2.0
million, or 64.5% to $5.1 million compared to $3.1 million for the nine months
ended September 30, 2002, as a result of increases in the volume of
interest-earning assets. For the three-month period ended September 30, 2003,
net interest income increased $859.4 thousand, or 74.8% to $2.0 million compared
to $1.1 million for the three months ended September 30, 2002.



For the nine months ended September 30, 2003, total interest
income increased by $3.4 million or 54.0% to $9.7 million compared to $6.3
million for the nine months ended September 30, 2002. Similarly, for the three
months ended September 30, 2003, total interest income increased by $1.1 million
or 44.0% to $3.6 million compared to $2.5 million for the three months ended
September 30, 2002. These increases resulted from a $119.4 million, or 83.1%
increase in average interest-earning assets to $263.0 million for the nine
months ended September 30, 2003, from $143.6 million for the nine months ended
September 30, 2002. The yield on average interest-earning assets decreased to
4.93% for the nine months ended September 30, 2003 from 6.03% for the same
period last year.



The significant increases in average interest-earning assets
were due to rapid growth in the loan and securities portfolios, which were
funded by the deposit growth referred to above. The Bank has opened six
full-service branch locations since its inception in November 1999. Attracting
customer deposits has been the Bank's primary focus, with increasing emphasis
being placed on lending activities. Several new branch locations are projected
to be opened within the next couple years. It is expected that deposit
generation from the entire branch system will continue to outpace loan growth.
Gross loans as a percentage of total assets decreased from 63.1% at December 31,
2002 to 57.0% at September 30, 2003. However, all excess cash is invested in
securities as quickly as possible. Securities as a percentage of total assets
increased from 25.3% at December 31, 2002 to 37.0% at September 30, 2003.



The decreases in the yields on interest-earning assets from
period to period resulted from the significant decreases in yields on each of
the Bank's interest-earning assets, securities available for sale, loans and
interest-bearing deposits in other financial institutions. The yields earned on
interest-earning assets declined throughout these periods as the Federal Reserve
Bank continued to maintain the historically low interest rate environment that
now exists. Management does not expect that these yields will rise very
significantly over the next twelve months.



14





Interest income on loans receivable increased by $2.4 million
to $7.3 million for the nine months ended September 30, 2003 compared to $4.9
million during the same period last year. This increase resulted from a $73.4
million increase in average loans outstanding to $171.3 million for the nine
months ended September 30, 2003 from $97.9 million for the same period last
year. The yield on average loans decreased to 6.02% during the nine months ended
September 30, 2003 from 6.73% for the comparable period last year.



Interest income on loans receivable increased by $761.5
thousand to $2.6 million for the three months ended September 30, 2003 compared
to $1.8 million during the same period last year. This increase resulted from a
$75.7 million increase in average loans outstanding to $188.4 million for the
three months ended September 30, 2003 from $112.7 million for the same period
last year. The yield on average loans decreased to 5.82% during the three months
ended September 30, 2003 from 6.67% for the comparable period last year.



Interest income on securities increased $884.1 thousand, or
66.8% to $2.2 million for the nine months ended September 30, 2003 from $1.3
million for the nine months ended September 30, 2002. This increase resulted
from a $43.8 million increase in average securities to $81.4 million during the
nine months ended September 30, 2003 from $37.6 million for the same period last
year. The yield on average investments decreased to 4.06% during the nine months
ended September 30, 2003 compared to 5.09% during the nine months ended
September 30, 2002.



Interest income on securities increased $377.4 thousand, or
67.4% to $937.5 thousand for the three months ended September 30, 2003 from
$560.1 thousand for the three months ended September 30, 2002. This increase
resulted from a $56.4 million increase in average securities to $105.2 million
during the three months ended September 30, 2003 from $48.8 million for the same
period last year. The yield on average investments decreased to 3.93% during the
three months ended September 30, 2003 compared to 4.85% during the three months
ended September 30, 2002.



Interest income on interest-bearing deposits decreased $23.6
thousand, or 16.2% to $121.8 thousand for the nine months ended September 30,
2003 from $145.4 thousand for the nine months ended September 30, 2002. The $1.0
million increase in average interest-bearing deposits to $9.1 million during the
nine months ended September 30, 2003 from $8.1 million for the same period last
year was mitigated by the 75 basis points decrease in yield on average
interest-bearing deposits from 1.87% to 1.12% when comparing the nine months
ended September 30, 2002 to the nine months ended September 30, 2003. Interest
income on interest-bearing deposits decreased $33.8 thousand, or 45.4% to $40.7
thousand for the three months ended September 30, 2003 from $74.5 thousand for
the three months ended September 30, 2002.



Interest expense increased $1.2 million, or 36.4% to $4.5
million for the nine months ended September 30, 2003 compared to $3.3 million
for the nine months ended September 30, 2002. The average balance of customer
deposits, the most significant portion of interest-bearing liabilities,
increased by $118.3 million, or 87.8% to $253.0 million for the nine months
ended September 30, 2003 from $134.7 million for the comparable period last
year. However, the average cost of funds (customer deposits) decreased to 2.41%
for the nine months ended September 30, 2003 from 3.26% for the nine months
ended September 30, 2002. The dramatic 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. The Bank has $211.6 million, or 69.13%
of its total deposit liabilities in passbook savings accounts yielding 2.0% at
September 30, 2003. Therefore, it can be anticipated that the average cost of
funds will decrease further from the 2.41% referred to above.



Interest expense from short-term borrowings increased $15.2
thousand to $26.0 thousand for the nine months ended September 30, 2003,
compared to $10.8 thousand for the nine months ended September 30, 2002.
Interest expense from short-term borrowings increased $13.0 thousand to $13.3
thousand for the three months ended September 30, 2003, compared to $271 for the
three months ended September 30, 2002. (See "Short-term Borrowings"). Management
uses short-term borrowings as part of its overall balance sheet management
strategy. In the current interest rate environment, it is desirable to invest
all excess cash as quickly as possible. Short-term



15



borrowings from the Federal Home Loan Bank are utilized to
bridge cash timing differences arising from the volume of loan closings and the
settlement dates of securities purchases.



Interest expense from deposits increased $228.0 thousand, or
17.2% to $1.6 million for the three months ended September 30, 2003 compared to
$1.3 million for the three months ended September 30, 2002. The average balance
of customer deposits, the most significant portion of interest-bearing
liabilities, increased by $127.0 million, or 76.8% to $292.4 million for the
three months ended September 30, 2003 from $165.4 million for the comparable
period last year. However, the average cost of funds (customer deposits)
decreased to 2.16% for the three months ended September 30, 2003 from 3.16% for
the three months ended September 30, 2002.



Noninterest Income

Noninterest income increased $367.3 thousand to $993.5
thousand for the nine-month period ended September 30, 2003 compared to $626.2
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 $275.5 thousand to $440.2 thousand or 167.3%. It is
anticipated that noninterest income will continue to increase as the Bank adds
to its menu of products and services. The realized gain on the sale of
securities increased $27.9 thousand or 6.0% from $461.5 thousand to $489.4
thousand over the same nine-month period.



Noninterest income decreased $47.0 thousand to $323.8
thousand for the three-month period ended September 30, 2003 compared to $370.8
thousand for the same period last year. Other operating income increased $129.1
thousand to $188.2 thousand or 218.4%. The realized gain on the sale of
securities decreased $176.1 thousand or 56.5% from $311.7 thousand to $135.6
thousand over the same three-month period.

Provision for Loan Losses



The provision for loan losses was $249.9 thousand, a decrease
of 16.0% for the nine months ended September 30, 2003 compared to $297.6
thousand during the nine months ended September 30, 2002. For the three months
ended September 30, 2003, the provision increased $26.4 thousand or 37.4%
compared to $70.6 thousand during the three months ended September 30, 2002.
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 decreases between periods noted above, are due in
part to a large percentage of residential mortgage loans being added to the
portfolio and the payoff of a commercial loan classified as substandard. (See
"Allowance for Loan Losses"). Loans totaling $1.3 million are classified as
substandard at September 30, 2003 compared to $1.5 million at December 31, 2002.



Noninterest Expense



Noninterest expense increased $1.4 million, or 48.3% to $4.3
million for the nine months ended September 30, 2003 compared to $2.9 million
for the nine months ended September 30, 2002. Similarly, noninterest expense
increased $583.8 thousand, or 54.9% to $1.6 million for the three months ended
September 30, 2003 compared to $1.1 million for the three months ended September
30, 2002.



Wages and employee benefits increased $533.4 thousand or
36.3% as the number of full-time equivalent employees increased from 59 to 88 at
September 30, 2002 and 2003 respectively. Occupancy expense increased 57.1 %
from $458.4 thousand to $720.3 thousand between the nine-months ended September
30, 2002 and 2003. This increase was the result of costs associated with the
renovation and occupancy of the Bank's new administrative headquarters and fifth
branch office located in Buffalo, New York during November 2002 and completing
the construction of the sixth branch office located in Amherst, New York during
June 2003. Data processing expense increased $118.4 thousand or 35.6% between
the nine months ended September 30, 2002 and September 30, 2003. The Bank had
16,527 customer accounts opened at September 30, 2002 and 20,455 at September
30, 2003. Data processing costs are directly linked to the number of customer
accounts and transactions processed through those accounts.



16





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.



The Bank must maintain an adequate level of liquidity to
ensure the availability of sufficient funds to support loan growth and deposit
withdrawals and take advantage of investment opportunities. Since its inception
in November 1999, the Bank's rapidly increasing core deposit base has provided a
significant source of funds. During the first nine months of 2003, the Bank's
deposits increased 55.3% from $197.0 million to $306.0 million, outpacing all
existing liquidity needs. However, 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.



The Bank is required to maintain specific amounts of capital
pursuant to FDIC regulations. To support the Bank's rapid growth, Great Lakes
Bancorp, Inc. borrowed $5.0 million from Fifth Third Bank in September 2003
pursuant to a term loan transaction. The net proceeds from this loan were
contributed to the capital of the Bank. The term loan is secured by a pledge of
all outstanding capital stock of the Bank. (See "Long-term Debt"). As of
September 30, 2003, 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 14.07%, a Tier 1 risk-based capital to
risk-weighted assets ratio of 13.12% and a leverage ratio of 7.06%. These ratios
greatly exceed the minimum capital ratios as required by federal and state
regulations.





Quantitative and Qualitative Disclosures about Market Risk



The Bank's Board of Directors has formulated an Interest Rate
Risk Management policy designed to promote long-term profitability while
managing IRR. An Asset/Liability Committee of members of the Board of Directors
and senior management is responsible for the management of IRR. This committee
meets monthly and reports to the Board of Directors concerning asset/liability
policies, strategies and the Bank's current IRR position. The committee's first
priority is to structure and price the institution's assets and liabilities to
maintain an acceptable interest rate spread while reducing the net effects of
change in interest rates.



The primary objectives of our interest rate risk management
strategy are to:



evaluate the interest rate risk inherent in certain
    balance sheet accounts;

determine the appropriate level of interest rate risk
    given our business plan, the current business environment and our capital
    and liquidity requirements; and

manage interest rate risk in a manner consistent with the
    approved guidelines and policies set by our Board of Directors.



We seek to coordinate asset and liability decisions so that,
under changing interest rate scenarios, earnings will remain within an
acceptable range. Management originates a sufficient number of loans and
purchases investment securities with interest rates subject to periodic
repricing to market conditions. Additionally, management offers higher yields on
deposits with extended maturities to assist in matching the rate sensitivity of
its assets.



17





An asset or liability is interest rate sensitive within a
specific time period if it will mature or reprice within that time period. If
the Bank's assets mature or reprice more quickly or to a greater extent than its
liabilities, the institution's net portfolio value and net interest income would
tend to increase during periods of rising interest rates but decrease during
periods of declining interest rates. If the Bank's assets mature or reprice more
slowly or to a lesser extent than its liabilities, the Bank's net portfolio
value and net interest income would tend to decrease during periods of rising
interest rates but increase during periods of falling interest rates.



The Bank has contracted with an outside balance sheet
consultant who utilizes financial data provided by management to review and
analyze interest rate risk ("IRR") measurements on a quarterly basis. The last
current position assessment, conducted as of August 31, 2003 concluded that the
Bank's interest rate risk profile remained structurally asset sensitive.
Assuming an immediate +200 basis point shock to the existing balance sheet,
estimated net interest income would decrease approximately 1.3% during the first
twelve-month period and increase steadily from .63% to 20.1% between the second
and fifth twelve-month periods. Assuming an immediate -100 basis point shock to
the existing balance sheet, estimated net interest income would increase
approximately 3.4% during the first twelve-month period and decrease steadily
from .00% to 11.1% between the second and fifth twelve-month periods.
Anticipating a rising interest rate scenario, management believes the balance
sheet is well positioned to provide positive long-term net interest income
growth. .



At August 31, 2003, the Bank's one-year "gap" position, the
difference between the amount of interest-earning assets maturing or repricing
within one year and interest-bearing liabilities maturing or repricing within
one year, was a positive $58.5 million. A gap is considered positive when the
amount of interest rate sensitive assets exceeds the amount of interest rate
sensitive liabilities. A gap is considered negative when the amount of interest
rate sensitive liabilities exceeds the amount of interest rate sensitive assets.
Accordingly, during a period of rising interest rates, an institution with a
negative gap position is likely to experience a decline in net interest income
as the cost of its interest-bearing liabilities increase at a rate faster than
its yield on interest-earning assets. In comparison, an institution with a
positive gap is likely to realize an increase in its net interest income in a
rising interest rate environment.



18



The following table sets forth the Bank's condensed static
gap schedule as of August 31, 2003:



|                                    |                                 |                                       |                                        | As of August 31, 2003 
|----------------------------------- | ------------------------------- | ------------------------------------- | -------------------------------------- | ----------------------
|                                    |                                 |                                       |                                        | Within                
|                                    |                                 |                                       |                                        | 3 Months              
|                                    |                                 |                                       |                                        | (Dollars in thousands)
|                                    |                                 |                                       |                                        |                       
|Interest earning assets:            |                                 |                                       |                                        |                       
|                                    | Investment securities           | $ 15,146                              |                                        | $ 32,665              
|                                    | Other
    investment securities | 1,581                                 |                                        | -                     
|                                    | Loans:                          |                                       |                                        |                       
|                                    |                                 | Fixed
    rate                        | 11,445                                 |                       
|                                    |                                 | Variable rate                         | 21,262                                 |                       
|                                    |                                 |                                       | Total interest
    earning assets      | $ 49,434              
|                                    |                                 |                                       |                                        |                       
|Interest bearing liabilities:       |                                 |                                       |                                        |                       
|                                    | Interest bearing deposits:      |                                       |                                        |                       
|                                    |                                 | Interest bearing transaction accounts | $ -                                    |                       
|                                    |                                 | Savings                               | 8,668                                  |                       
|                                    |                                 | Time
    deposits                     | 16,773                                 |                       
|                                    |                                 |                                       | Total interest
    bearing deposits    | 25,441                
|FHLB
    advances:                  | 4,848                           |                                       | -                                      |                       
|                                    |                                 |                                       | Total interest
    bearing liabilities | $ 30,289              
|                                    |                                 |                                       |                                        |                       
|Interest sensitivity gap            | $ 19,145                        |                                       | $ 39,346                               |                       
|Cumulative interest sensitivity gap | $ 19,145                        |                                       | $ 58,491                               |                       
|                                    |                                 |                                       |                                        |                       
|Gap
    ratio                       | 1.63%                           |                                       | 2.59%                                  |                       
|Cumulative gap ratio                | 1.63%                           |                                       | 2.06%                                  |                       



ITEM 3



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 subsidiary 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. 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.



19

PART II OTHER INFORMATION
ITEM 1         LEGAL PROCEEDINGS

Great Lakes Bancorp, Inc. is not a party to any pending legal
proceeding.

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

Not applicable.
ITEM 5         OTHER INFORMATION

Not applicable.
ITEM 6         EXHIBITS AND REPORTS ON FORM 8-K



(a)
    
    Exhibit No. 31.1
    
    Certifications of
    Chief Executive Officer Pursuant to 18 U.S.C.Section 1350, as
    Adopted Pursuant to Section 302 of theSarbanes-Oxley
    Act of 2002Exhibit No 31.2
    
    Certifications of
    Chief Financial Officer Pursuant to 18 U.S.C.Section 1350, as
    Adopted Pursuant to Section 302 of theSarbanes-Oxley
    Act of 2002Exhibit No. 32
    
    Certifications of
    Chief Executive Officer and Chief FinancialOfficer Pursuant
    to 18 U.S.C. Section 1350, as Adopted Pursuantto Section 906 of
    the Sarbanes-Oxley Act of 2002(b)
    
    Reports on Form 8-K(1)
    The Company filed
    an 8-K on September 10, 2003 regarding its2nd
    Quarter Report to Shareholders(2)
    The Company filed
    an 8-K on September 26, 2003 regarding a$5 million loan
    it transacted with Fifth Third Bank




20



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: November 14, 2003 | By: | /s/ Andrew W. Dorn,
    Jr.                                  
|                        |     | Andrew W. Dorn, Jr.
    President and Chief Executive Officer
|                        |     |                                                              
|                        |     |                                                              
|Date: November 14, 2003 | By: | /s/ Kim S. Destro                                            
|                        |     | Kim S. Destro
    Vice President and Chief Financial Officer 

21