UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

                        For the quarterly period ended March 31, 2006
                                                       -------------------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
                        For the transition period from __________ to ___________
                        Commission file number 0-503777
                                               ---------------------------------

                         FLATBUSH FEDERAL BANCORP, INC.
--------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in this charter)

FEDERAL                                                  11-3700733
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                 2146 NOSTRAND AVENUE, BROOKLYN, NEW YORK 11210
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (718) 859-6800
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

--------------------------------------------------------------------------------
              (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 Exchange Act 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 [ ]

Indicate by check mark whether the registration is a shell company (as defined
in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date

      As of May 15, 2006 the Registrant had outstanding 2,786,257 shares of
common stock

Transitional Small business Disclosure Format (Check one): Yes [ ] No [X]

<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                               Page
                                                                              Number
                                                                              ------
<S>                                                                           <C>
PART I - FINANCIAL INFORMATION

       Item 1:  Financial Statements

                Consolidated Statements of Financial Condition
                at March 31, 2006 and December 31, 2005 (Unaudited)           1

                Consolidated Statements of Income and Comprehensive
                Income for the Three months Ended
                March 31, 2006 and 2005 (Unaudited)                           2

                Consolidated Statements of Cash Flows for the Three months
                Ended March 31, 2006 and 2005 (Unaudited)                     3

                Notes to Consolidated Financial Statements                    4 - 8

       Item 2:  Management's Discussion and Analysis or Plan of Operation     9 - 13

       Item 3:  Controls and Procedures                                       14

PART II - OTHER INFORMATION                                                   15

       1.       Legal Proceedings

       2.       Unregistered Sales of Equity Securities and Use of Proceeds

       3.       Defaults upon Senior Securities

       4.       Submission of Matters to a Vote of Securities Holders

       5.       Other Information

       6.       Exhibits

SIGNATURES                                                                    17
</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  March 31,      December 31,
                                                                    2006            2005
                                                                ------------------------------
<S>                                                             <C>             <C>
ASSETS
------

Cash and amounts due from depository institutions               $   2,298,117   $   2,457,712
Interest earning deposits in other banks                            2,175,311       2,103,511
Federal Funds sold                                                  2,300,000         350,000
                                                                ------------------------------
    Cash and cash equivalents                                       6,773,428       4,911,223

Investment securities held to maturity                              7,661,618       7,808,507
Mortgage-backed securities held to maturity                        27,972,568      25,633,274
Loans receivable                                                   97,574,599      96,591,008
Premises and equipment                                              2,847,420       2,807,623
Federal Home Loan Bank of New York stock                            1,201,200         978,400
Interest receivable                                                   639,034         654,744
Bank owned life insurance                                           3,642,681       3,607,353
Other assets                                                        1,393,597         960,433
                                                                ------------------------------
    Total assets                                                $ 149,706,145   $ 143,952,565
                                                                ------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:
------------
Deposits                                                        $ 109,626,660   $ 109,217,654
FHLB Advances                                                      21,921,565      16,969,464
Advance payments by borrowers for taxes and insurance                 563,789         325,478
Other Liabilities                                                   1,477,888       1,407,347
                                                                ------------------------------
    Total liabilities                                             133,589,902     127,919,943
                                                                ------------------------------
Stockholders' equity:
---------------------
Preferred stock $0.01 par value, 1,000,000 shares authorized;
     none issued and outstanding                                           --              --
Common stock $0.01 par value, 9,000,000 shares authorized;
     2,799,657 issued; and 2,786,257 and 2,314,375 shares              27,998          25,455
     outstanding, respectively
Additional paid in capital                                         12,393,781      10,207,185
Retained earnings substantially restricted                          4,875,774       6,988,292
Unearned employees' stock ownership plan ("ESOP") shares             (609,635)       (617,824)
Treasury stock - 13,400 shares and 11,400 shares respectively        (122,965)       (104,865)
Management Recognition Plan (MRP)                                    (448,710)       (465,621)
                                                                ------------------------------
    Total stockholders' equity                                     16,116,243      16,032,622
                                                                ------------------------------

    Total liabilities and stockholders' equity                  $ 149,706,145   $ 143,952,565
                                                                ------------------------------
</TABLE>

See notes to consolidated financial statements.

                                        1

<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            Three months Ended
                                                                                 March 31
                                                                      -----------------------------
                                                                          2006             2005
                                                                      -----------------------------
<S>                                                                   <C>              <C>
Interest income
   Loans                                                              $  1,558,000     $  1,432,357
   Mortgage-backed securities                                              358,901          287,225
   Investments                                                             107,640          107,016
   Other interest earning assets                                            47,674           23,550
                                                                      -----------------------------
          Total interest income                                          2,072,215        1,850,148
                                                                      -----------------------------

Interest expense on deposits                                               531,615          461,417
Interest expense on FHLB advances                                          235,130               --
                                                                      -----------------------------
          Total interest expense                                           766,745          461,417
                                                                      -----------------------------

Net interest income                                                      1,305,470        1,388,731
Provision for loan losses                                                   10,117            6,583
                                                                      -----------------------------
          Net interest income after provision for loan losses            1,295,353        1,382,148
                                                                      -----------------------------

Non-interest income:
   Fees and service charges                                                 55,431           47,640
   BOLI investment income                                                   35,328               --
   Miscellaneous                                                             1,720            6,856
                                                                      -----------------------------
          Total non-interest income                                         92,479           54,496
                                                                      -----------------------------

Non-interest expenses:
   Salaries and employee benefits                                          775,711          758,953
   Net occupancy expense of premises                                       150,623          122,170
   Equipment                                                               129,744          126,473
   Directors' fees                                                          64,379           50,347
   Legal fees                                                               25,254           21,883
   Audit and accounting fees                                                21,522           24,500
   Advertising                                                               5,796            7,036
   Federal insurance premium                                                 4,096            4,658
   Other insurance premium                                                  41,044           45,844
   Miscellaneous                                                           103,366           90,983
                                                                      -----------------------------
          Total non-interest expenses                                    1,321,535        1,252,847
                                                                      -----------------------------

Income before income taxes                                                  66,297          183,797
Income taxes                                                                23,557           80,914
                                                                      -----------------------------
Net income and comprehensive income                                   $     42,740     $    102,883
                                                                      =============================

Net income per common share - Basic and diluted                       $       0.02     $       0.04
Weighted average number of shares outstanding - Basic and diluted        2,694,074        2,663,059
</TABLE>

See notes to consolidated financial statements.

                                        2

<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       Three months ended March 31
                                                                      ------------------------------
                                                                          2006             2005
                                                                      ------------------------------
<S>                                                                   <C>              <C>
Cash flow from operating activities:
   Net income                                                         $     42,740     $    102,883
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation and amortization of premises and
         Equipment                                                          39,326           28,482
      Net amortization of premiums, discount and
         deferred loan fees and cost                                       (57,090)         (33,494)
      Provision for loan losses                                             10,117            6,583
      MRP amortization                                                      16,911               --
      Stock option amortization                                             34,570               --
      (Increase) in accrued interest receivable                             15,710            5,049
      (Increase) in cash surrender value of BOLI                           (35,328)              --
      (Increase) decrease in other assets                                 (433,164)          (7,199)
      (Decrease) increase in other liabilities                              70,541          162,914
      ESOP Shares committed to be released                                  10,504           11,842
                                                                      ------------------------------
         Net cash (used in) provided by operating activities              (285,163)         277,060
                                                                      ------------------------------

Cash flow from investing activities:
      Proceeds from calls and maturities of investment
         securities held to maturity                                       147,902          196,290
      Principal repayment on mortgage-backed securities
         held to maturity                                                1,092,605        1,490,781
      Purchases of mortgage-backed securities
         held to maturity                                               (3,402,916)         (82,188)
      Purchases of loan participation interest                          (2,513,468)        (527,719
      Net change in loans receivable                                     1,546,853       (1,521,155)
      Additions to premises and equipment                                  (79,122)              --
      Purchase of FHLBNY stock                                            (222,800)              --
                                                                      ------------------------------
         Net cash provided by (used in) investing activities            (3,430,946)        (443,991)
                                                                      ------------------------------

Cash flow from financing activities:
      Net (decrease) in deposits                                           409,006         (462,358)
      Advances from FHLBNY                                              12,200,000               --
      Repayment of advances from FHLBNY                                 (7,247,899)              --
      Increase in advance payments by borrowers
         for taxes and insurance                                           238,311          287,591
      Cash dividend paid to stockholders                                    (3,004)              --
      Purchase of Treasury Stock                                           (18,100)              --
                                                                      ------------------------------
         Net cash provided by (used in) financing activities             5,578,314         (174,767)
                                                                      ------------------------------
Net increase (decrease) in cash and cash equivalents                     1,862,205         (341,698)
Cash and cash equivalents - beginning                                    4,911,223        6,215,474
                                                                      ------------------------------

Cash and cash equivalents - ending                                    $  6,773,428     $  5,873,776
                                                                      ==============================
Supplemental disclosure of cash flow information
   Cash paid during the year for:
      Interest                                                        $    745,539     $    461,417
                                                                      ------------------------------
      Income taxes                                                    $     13,407     $     80,814
                                                                      ------------------------------
</TABLE>

See notes to consolidated financial statements.

                                        3

<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

NOTE 1. PRINCIPLES OF CONSOLIDATION
-----------------------------------

The consolidated  financial  statements include the accounts of Flatbush Federal
Bancorp, Inc. ("the Company"), the Flatbush Federal Savings and Loan Association
("the  Association")  and the Association's  subsidiary  Flatbush REIT, Inc. The
Company's  business  is  conducted  principally  through  the  Association.  All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

NOTE 2. BASIS OF PRESENTATION
-----------------------------

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance  with  instructions  for Form  10-QSB and  regulation  S-X and do not
include  information  or  footnotes  necessary  for a complete  presentation  of
financial  condition,  results of operations  and cash flows in accordance  with
U.S.  generally  accepted  accounting  principles.  However,  in the  opinion of
management,   all  adjustments  (consisting  of  normal  recurring  adjustments)
necessary for a fair presentation of the consolidated  financial statements have
been  included.  The results of operations  for the three months ended March 31,
2006,  are not  necessarily  indicative of the results which may be expected for
the entire year.

NOTE 3. NET INCOME PER COMMON SHARE
-----------------------------------

Net income per common share was computed by dividing net income for three months
ended March 31, 2006 by the  weighted  average  number of shares of common stock
outstanding  adjusted  for  unearned  shares  of the  ESOP.  Stock  options  and
restricted  stock awards granted are  considered  common stock  equivalents  and
therefore considered in diluted net income per share calculations,  if dilutive,
using treasury stock method.

NOTE 4. CRITICAL ACCOUNTING POLICIES
------------------------------------

We consider accounting policies involving  significant judgments and assumptions
by management  that have, or could have, a material impact on the carrying value
of certain  assets or on income to be  critical  accounting  policies.  Material
estimates that are particularly susceptible to significant changes relate to the
determination  of the allowance for loan losses.  Determining  the amount of the
allowance  for loan  losses  necessarily  involves  a high  degree of  judgment.
Management  reviews  the  level of the  allowance  on a  quarterly  basis,  at a
minimum,  and establishes the provision for loan losses based on the composition
of the loan portfolio, delinquency levels, loss experience, economic conditions,
and other factors related to the  collectibility  of the loan  portfolio.  Since
there has been no material shift in loan  portfolio,  the level of the allowance
for loan  losses has  changed  primarily  due to changes in the size of the loan
portfolio and the level of nonperforming  loans. We have allocated the allowance
among  categories  of  loan  types  as  well as  classification  status  at each
period-end date.  Assumptions and allocation percentages based on loan types and
classification  status  have been  consistently  applied.  Management  regularly
evaluates  various risk factors related to the loan  portfolio,  such as type of
loan, underlying collateral and payment status, and the corresponding  allowance
allocation percentages.

Although we believe that we use the best information  available to establish the
allowance  for loan losses,  future  additions to the allowance may be necessary
based on  estimates  that are  susceptible  to change as a result of  changes in
economic conditions and other factors. In addition, the regulatory  authorities,
as an  integral  part of their  examination  process,  periodically  reviews our
allowance for loan losses. Such agencies may require us to recognize adjustments
to the allowance based on its judgments about information available to it at the
time of their examinations.

                                        4

<PAGE>

NOTE 5. RETIREMENT PLANS - COMPONENTS OF NET PERIODIC PENSION COST
------------------------------------------------------------------

Periodic pension expense was as follows:

                                                              Three months Ended
                                                             -------------------
                                                                   March 31
                                                             -------------------
                                                               2006       2005
                                                             -------------------

Service Cost                                                  43,121     42,962
Interest Cost                                                 62,996     56,549
Expected return on assets                                    (46,233)   (43,364)
Amortization of past service cost                             (2,750)    (2,750)
Amortization of unrecognized net (gain) loss                  15,551     18,400
                                                             -------------------
   Net periodic benefit cost                                  72,685     71,797
                                                             -------------------

NOTE 6. STOCK COMPENSATION PLANS
--------------------------------

The Company has two stock-related compensation plans, including stock option and
restricted  stock  plans,  which  are  described  in  Note  11 to the  Company's
Consolidated  Financial  Statements included in its Annual Report on Form 10-KSB
for the fiscal year ended  December 31,  2005.  Through  December 31, 2005,  the
Company  accounted for its stock option and employee  stock purchase plans using
the intrinsic value method set forth in Accounting  Principles Board Opinion No.
25,  "Accounting  for Stock  Issued to  Employees,"  ("APB No.  25") and related
interpretations for these plans. Under APB No. 25, generally,  when the exercise
price of the Company's  stock options equaled the market price of the underlying
stock on the date of the grant,  no  compensation  expense was  recognized.  The
Company adopted SFAS No. 123R, using the modified-prospective transition method,
beginning on January 1, 2006 and, therefore,  began to expense the fair value of
all options over their remaining  vesting periods to the extent the options were
not fully vested as of the adoption  date and began to expense the fair value of
all share-based  compensation  granted subsequent to December 31, 2005, over its
requisite service periods.

SFAS No. 123R also requires the benefits of realized tax deductions in excess of
previously  recognized tax benefits on compensation  expense to be reported as a
financing cash flow rather than an operating cash flow, as previously  required.
In  accordance  with Staff  Accounting  Bulletin  ("SAB") No.  107,  the Company
classified  share-based  compensation for employee and non-employee directors to
correspond with the same line item as the cash compensation paid to employees.

Options vest over an eight-year service period.  Compensation expense recognized
for all options is  recognized  over the awards'  respective  requisite  service
periods.  The fair values relating to all options granted prior to calendar 2005
were  estimated  using  the   Black-Scholes   option  pricing  model.   Expected
volatilities are based on historical  volatility of our stock and other factors,
such as implied market volatility. We used historical exercise data based on the
age at grant of the option holder to estimate the options'  expected term, which
represents  the  period of time that the  options  granted  are  expected  to be
outstanding.  We anticipated  the future option holding periods to be similar to
the historical option holding periods. The risk-free rate for periods within the
contractual  life of the  option is based on the U.S.  Treasury  yield  curve in
effect at the time of grant.  We  recognize  compensation  expense  for the fair
values of these awards, which have graded vesting, on a straight-line basis over
the requisite service period of the awards. There were no options granted during
the quarters ended March 31, 2006 and 2005.

Restricted shares vest over an eight-year  period.  The fair value of restricted
shares under the Company's  restricted  stock plans is determined by the product
of the number of shares granted and the grant date market price of the Company's
common stock. The fair value of restricted shares is expensed on a straight-line
basis over the requisite service period of eight years.

During the three months ended March 31, 2006,  the Company  recorded  $51,000 of
share-based compensation expense, which was comprised of stock option expense of

                                        5

<PAGE>

$34,000 and restricted stock expense of $17,000.  The Company  estimates it will
record  share-based  compensation  expense of  approximately  $204,000 in fiscal
2006.

      The following table illustrates the impact of share-based  compensation on
reported amounts:

                                                         Three months ended
                                                           March 31, 2006
                                                  ------------------------------
                                                                     Impact of
                                                                    Share-Based
                                                                   Compensation
                                                   As Reported        Expense
-------------------------------------             -------------    ------------
Operating income                                  $    66,297      $     51,481

Income from continuing operations                          --                --

Net income                                             42,740            48,743

Earnings per share:

   Basic                                          $      0.02      $       0.02
                                                  ===========      ============

   Diluted                                        $      0.02      $       0.02
                                                  ===========      ============

      A summary of the Company's stock option  activity and related  information
for its option plans for the three months ended March 31, 2006, was as follows:

<TABLE>
<CAPTION>
                                                             Weighted
                                                 Weighted     Average     Aggregate
                                                 Average     Remaining    Intrinsic
                                       Options   Exercise   Contractual     Value
                                       (000's)     Price       Term        (000's)
                                       -------   --------   -----------   ---------
<S>                                    <C>       <C>        <C>           <C>
Outstanding at December 31, 2005       139,740   $   9.71       --           --

       Granted                              --        --        --           --

       Exercised                            --)       --        --           --

       Forfeited                            --)       --        --           --
                                       -------

Outstanding at March 31, 2006          139,740   $   9.71     6.7 years   $   0
                                       =======

Exercisable at March 31, 2006           17,468   $   9.71     6.7 years   $   0
</TABLE>

                                        6

<PAGE>

      A summary of the status of the Company's nonvested options as of March 31,
2006 and changes  during the three  months  ended March 31,  2006,  is presented
below:

                                                                Weighted
                                                                Average
                                                               Grant Date
                                                    Options      Fair
                                                    (000's)      Value
                                                    --------   ----------
      Nonvested at December 31, 2005                 122,272   $     9.71

         Granted                                          --           --

         Vested                                           --           --

         Forfeited                                        --           --
                                                    --------

      Nonvested at March 31, 2006                    122,272   $     9.71
                                                    ========

      Expected future  compensation  expense  relating to the 122,000  nonvested
options  outstanding  as of March 31, 2006 is $922.000  over a  weighted-average
period of 6.7 years.

      A summary of the status of the Company's restricted shares as of March 31,
2006 and changes  during the three  months  ended March 31,  2006,  is presented
below:

                                                                  Weighted
                                                                  Average
                                                   Restricted    Grant Date
                                                     Shares         Fair
                                                     (000's)        Value
                                                    ---------    ----------
      Nonvested at December 31, 2005                  48,751     $     9.71

         Granted                                          --             --

         Vested                                           --             --

         Forfeited                                        --             --
                                                    --------

      Nonvested at March 31, 2006                     48,751     $       --
                                                    ========

      Expected future  compensation  expense  relating to the 48,750  restricted
shares at March  31,  2006 is  $451,000  over a  weighted-average  period of 6.7
years.

                                        7

<PAGE>

      For purposes of pro forma  disclosures,  the  estimated  fair value of the
stock options,  restricted  shares, and shares under the employee stock purchase
plan were amortized to expense over their assumed vesting periods. The following
table illustrates the effect on net income and earnings per share if the Company
had  applied  the fair value  recognition  provisions  of SFAS No.  123,  to all
stock-related compensation.

                                                            Three months ended
                                                              March 31, 2005
   -----------------------------------------------------    ------------------
   Net income, as reported                                  $          102,883

   Add: Stock-related compensation
      expense included in reported net
      income, net of income taxes                                       17,375

   Deduct: Stock-related compensation expense determined
      under the fair value method, net of income taxes                 (52,322)
                                                            ------------------
   Pro forma net income                                     $           67,936
                                                            ==================

                                                            Three months ended
                                                              March 31, 2005
   -----------------------------------------------------    ------------------
   Earnings per share:

         Basic, as reported                                 $             0.04
                                                            ==================

         Basic, pro forma                                   $             0.03
                                                            ==================

         Diluted, as reported                               $             0.04
                                                            ==================

         Diluted, pro forma                                 $             0.03
                                                            ==================

      The diluted  earnings per share  calculations  consider the 5% convertible
subordinated  notes as if converted  and,  therefore,  the  after-tax  effect of
interest  expense  related  to  these  notes  is  added  back to net  income  in
determining income available to common stockholders.

                                        8

<PAGE>

                                     ITEM 2
                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            ---------------------------------------------------------

Forward-Looking Statement

This Form 10-QSB may include certain forward-looking statements based on current
management  expectations.  The Company's actual results could differ  materially
from those management  expectations.  Factors that could cause future results to
vary from  current  management  expectations  include,  but are not  limited to,
general economic  conditions,  legislative and regulatory changes,  monetary and
fiscal policies of the federal  government,  changes in tax policies,  rates and
regulations  of federal,  state and local tax  authorities,  changes in interest
rates,  deposit flows, the cost of funds,  demand for loan products,  demand for
financial services,  competition,  changes in the quality or composition of loan
and  investment  portfolios of the Company,  changes in  accounting  principles,
policies  or  guidelines,  and other  economic,  competitive,  governmental  and
technological  factors affecting the Company's  operations,  markets,  products,
services and prices.

Comparison of Financial Condition March 31, 2006 and December 31, 2005

The Company's  assets as of March 31, 2006 were $149.7 million  compared to $144
million at December 31, 2005,  an increase of $5.7  million,  or 4.0%.  Cash and
cash equivalents  increased $1.9 million, or 38.8%, to $6.8 million at March 31,
2006 from $4.9  million at December 31, 2005.  Investment  securities  decreased
$147,000,  or 1.9%,  to $7.7  million  at March 31,  2006 from $7.8  million  at
December 31, 2005. As a partial  offset,  mortgage-backed  securities  increased
$2.4 million,  or 9.4%, to $28.0 million at March 31, 2006 from $25.6 million as
of December 31, 2005. In addition, loans receivable increased $984,000, or 1.0%,
to $97.6 million at March 31, 2006 from $96.6 million as of December 31, 2005.

Total deposits increased $409,000,  or 0.4%, to $109.6 million at March 31, 2006
from $109.2  million as of December 31, 2005.  As of March 31, 2006,  borrowings
from  Federal  Home Loan Bank of New York were  $21.9  million  compared  to $17
million  as of  December  31,  2005,  an  increase  of $4.9  million,  or 28.8%.
Management continued to invest the borrowings in loans receivable  consisting of
residential,  commercial,  mixed-use properties and mortgage-backed  securities.
After prepayments and amortizations,  mortgage-backed  securities  resulted in a
net increase of $2.3 million. Similarly, due to prepayments and amortizations in
loans receivable, the Association recorded a net increase of $984,000. Calls and
repayments  in investment  securities  resulted in the net decrease of $147,000.
The inflow of cash from prepayments and amortizations  from loans receivable and
mortgage-backed  securities  and calls and  repayments in investment  securities
caused cash and cash equivalents to increase by $1.9 million.

Total stockholders'  equity increased $83,000 to $16.1 million at March 31, 2006
from $16.0 million at December 31, 2005.

On March 29, 2006, the Company paid a 10% stock  dividend  increasing the number
of outstanding shares of common stock to shareholders to 1,315,449 and 1,484,208
to our mutual holding company.  Cash totaling $3,000 was distributed to eligible
stockholders entitled to receive fractional shares.

On June 30, 2005, the Company approved a stock repurchase program and authorized
the  repurchase of up to 50,000 shares of the  Company's  outstanding  shares of
common  stock.  Stock  repurchases  will be made  from  time to time  and may be
effected through open market purchases, block trades and in privately negotiated
transactions.  Repurchased  stock  will be held as  treasury  stock  and will be
available for general  corporate  purposes.  As of March 31, 2006, 13,400 shares
were acquired at a weighted average price of $9.13 per share.

Comparison  of  Operating  Results for the Three Months Ended March 31, 2006 and
March 31, 2005

      General.  Net income  decreased by $60,000,  or 58.3%,  to $43,000 for the
quarter  ended March 31, 2006 from  $103,000 for the same  quarter in 2005.  The
decrease  in  earnings  for the  quarter  was  primarily  due to an  increase of
$306,000 in interest expense,  an increase of $67,000 in non-interest  expenses,
and a $3,000  increase  of

                                        9

<PAGE>

provision for loan loss, partially offset by an increase of $222,000 in interest
income,  a  decrease  $57,000  in  income  taxes,  and  a  $37,000  increase  in
non-interest income.

      Interest  Income.  Interest  income  increased  $222,000,  or 12%, to $2.1
million for the quarter  ended March 31, 2006 from $1.9  million for the quarter
ended March 31, 2005. We attribute  the increase in interest  income to a higher
average  yield on a higher  interest  earning  asset base.  For the three months
ended March 31, 2006, the average balance of $137.6 million in  interest-earning
assets earned an average yield of 6.02% compared to 5.69% on an average  balance
of $130.2 million for the three months ended March 31, 2005.

      Interest income on loans increased $126,000,  or 8.8%, to $1.6 million for
the quarter ended March 31, 2006 from $1.4 million for the same quarter in 2005.
The average  balance of loans  increased  $2.8 million to $97.4  million for the
quarter  ended March 31, 2006 from $94.6 million for the quarter ended March 31,
2005.  The average yield on loans  increased by 34 basis points to 6.40% for the
quarter ended March 31, 2006 from 6.06% for the quarter ended March 31, 2005.

      Interest income on mortgage-backed securities increased $72,000, or 25.1%,
to $359,000 for the quarter  ended March 31, 2006 from  $287,000 for the quarter
ended  March  31,  2005.  The  average  balance  of  mortgage-backed  securities
increased  $5.5  million to $26.8  million for the quarter  ended March 31, 2006
from  $21.3  million  for the  quarter  ended  March  31,  2005.  As a result of
amortizations and prepayments of higher yielding mortgage-backed securities, the
average  yield  decreased by 4 basis points to 5.36% for the quarter ended March
31, 2006 from 5.40% for the same period in 2005.

      Interest  income on investment  securities  increased  $624, or 0.58%,  to
$108,000  for the quarter  ended March 31,  2006 from  $107,000  for the quarter
ended March 31, 2005. The average balance of investment  securities decreased $1
million to $8.8  million for the quarter  ended March 31, 2006 from $9.8 million
for the quarter ended March 31, 2005. As a partial offset,  the average yield on
investment  securities  increased  by 53 basis  points to 4.88% for the  quarter
ended March 31, 2006 from 4.35% for the quarter  ended March 31,  2005.  As long
term rates  improved,  inflow of cash from calls and repayments  from investment
securities  were  reinvested  into  longer  term,   higher  yielding  loans  and
mortgage-backed securities.

      Interest   income   on   other    interest-earning    assets,    primarily
interest-earning deposits and federal funds sold, increased $24,000, or 100%, to
$48,000 for the quarter  ended March 31, 2006 from $24,000 for the quarter ended
March 31, 2005. The average yield on other interest  earning assets increased by
201 basis  points to 4.14% for the  quarter  ended March 31, 2006 from 2.13% for
the quarter ended March 31, 2005. The average balance of other interest  earning
assets  increased  $192,000 to $4.6 million for the quarter ended March 31, 2006
from $4.4 million for the quarter ended March 31, 2005.

      Interest Expense. Total interest expense, comprised of interest expense on
deposits and interest expense on FHLB advances, increased $306,000, or 66.4%, to
$767,000  for the quarter  ended March 31,  2006 from  $461,000  for the quarter
ended March 31, 2005. The average cost of interest-bearing liabilities increased
by 79 basis points to 2.44% for the quarter  ended March 31, 2006 from 1.65% for
the  quarter  ended March 31,  2005.  The  average  balance of  interest-bearing
liabilities  increased $14 million to $125.7 million for the quarter ended March
31, 2006 from $111.7 million for the quarter ended March 31, 2005.

      Interest expense on deposits increased $71,000,  or 15.4%, to $532,000 for
the quarter  ended March 31, 2006 from  $461,000 for the quarter ended March 31,
2005. The average cost of interest-bearing deposits increased by 38 basis points
to 2.03% for the quarter  ended March 31, 2006 from 1.65% for the quarter  ended
March 31,  2005,  reflecting  the upward  trend of interest  rates on  deposits.
However,  the average balance of interest-bearing  deposits decreased $7 million
to $104.7  million for the quarter ended March 31, 2006 from $111.7  million for
the quarter ended March 31, 2005.

      Interest expense on FHLB advances was $235,000 for the quarter ended March
31, 2006. The average balance of FHLB advances was $20.9 million with an average
cost of 4.49%. There were no FHLB advances  outstanding during the quarter ended
March 31, 2005.

                                       10

<PAGE>

      Net Interest Income.  Net interest income decreased  $84,000,  or 6.1%, to
$1.3 million for the quarter ended March 31, 2006 from $1.4 million for the same
quarter in 2005.  Our interest rate spread was 3.58% for the quarter ended March
31, 2006  compared to 4.03% for the quarter  ended March 31, 2005, a decrease of
45 basis  points.  Our interest  margin for the quarter ended March 31, 2006 was
3.80%  compared to 4.27% for the quarter  ended March 31, 2005, a decrease of 47
basis  points.  We attribute  the decrease in interest  rate spread and interest
margin to the higher cost of interest-bearing liabilities.

      Provision for Loan Losses. We establish  provisions for loan losses, which
are charged to  operations,  at a level  necessary  to absorb known and inherent
losses  that are  both  probable  and  reasonably  estimable  at the date of the
financial statements.  In evaluating the level of the allowance for loan losses,
management  considers  historical  loss  experience,  the types of loans and the
amount of loans in the loan  portfolio,  adverse  situations that may affect the
borrower's  ability to repay, the estimated value of any underlying  collateral,
and prevailing economic conditions.  This evaluation is inherently subjective as
it requires  estimates  that are  susceptible  to  significant  revision as more
information  becomes  available  or  as  future  events  change.  Based  on  our
evaluation of these factors,  management recorded a provision of $10,000 for the
three months ended March 31, 2006.  For the three months ended March 31, 2005, a
provision of $7,000 was recorded.  Our provision for loan losses was established
to address  probable and estimable  losses in our SBA loan  portfolio as well as
inherent  losses that are probable and  estimable in our larger loan  portfolio.
The level of the  allowance  at March 31,  2006 is based on  estimates,  and the
ultimate losses may vary from the estimates.

      Non-Interest  Income.  Non-interest income increased $38,000, or 69.7%, to
$92,000 for the quarter  ended March 31, 2006 from $54,000 for the quarter ended
March 31, 2005.  We attribute the increase to increases of $35,000 in Bank Owned
Life Insurance income and $7,000 in fees and service charges partially offset by
a decrease of $5,000 in miscellaneous income.

      Non-Interest Expense.  Non-interest expense increased $69,000, or 5.5%, to
$1.3 million for the quarter  ended March 31, 2006.  The net increase of $69,000
to non-interest  expense is primarily  attributable to increases to salaries and
employee benefits, occupancy expense, equipment expense, directors compensation,
legal fees and miscellaneous expense, partially offset by decreases in audit and
accounting  fees,  advertising,  federal  insurance  premium and other insurance
premium.  Salaries and employee benefits increased $17,000, or 2.2%, to $776,000
for the three months  ended March 31, 2006 from  $759,000 for the same period in
2005.  The increase  includes the  recognition of FAS 123R expense of $28,000 in
stock options for the Company's  Stock-Based Incentive Plan. The expense was not
applicable for the quarter ended March 31, 2005. Net occupancy expense increased
$29,000,  or 23.8%,  to $151,000  for the three months ended March 31, 2006 from
$122,000 for the three months  ended March 31, 2005.  The increase  reflects the
significant rise in utility and energy costs. Increases to equipment,  directors
compensation,  legal fees and  miscellaneous  expenses were partially  offset by
decreases to audit and accounting fees,  advertising,  federal insurance premium
and other insurance premium.

      Income Tax Expense.  The provision for income taxes decreased $57,000,  or
70.4%, to $24,000 for the quarter ended March 31, 2006 from $81,000 for the same
quarter in 2005.  The income tax  expense is based on the lower  level of income
before  taxes of $66,000  for the  quarter  ended  March 31,  2006  compared  to
$184,000 for the quarter ended March 31, 2005.

Liquidity and Capital Resources

The Association is required to maintain levels of liquid assets under the Office
of  Thrift  Supervision  (the  "OTS")  regulations   sufficient  to  ensure  the
Association's  safe and sound operation.  The Association's  liquidity  averaged
5.96%  during the month of March 2006.  The  Association  adjusts its  liquidity
levels in order to meet  funding  needs for  deposit  outflows,  payment of real
estate taxes from escrow  accounts on mortgage  loans,  repayment of borrowings,
when applicable, and loan funding commitments.  The Association also adjusts its
liquidity level as appropriate to meet its asset/liability objectives.

The  Association's  primary  sources  of funds are  deposits,  amortization  and
prepayments of loans and  mortgage-backed  securities,  maturities of investment
securities  and  funds  provided  from  operations.  While  scheduled  loan  and
mortgage-backed securities amortization and maturing investment securities are a
relatively predictable source of

                                       11

<PAGE>

funds,  deposit flows and loan and  mortgage-backed  securities  prepayments are
greatly   influenced  by  market   interest  rates,   economic   conditions  and
competition.

The  Association's  liquidity,  represented by cash and cash  equivalents,  is a
product of its operating, investing and financing activities.

The primary  sources of  investing  activity  are  lending  and the  purchase of
investment  securities and mortgage-backed  securities.  Net loans totaled $97.6
million and $96.6 million at March 31, 2006 and December 31, 2005, respectively.
Mortgage-backed and investment securities held to maturity totaled $35.6 million
and $33.4  million at March 31, 2006 and  December 31,  2005,  respectively.  In
addition  to funding new loans and  mortgage-backed  and  investment  securities
purchases  through  operating and financing  activities,  such  activities  were
funded by principal  repayments on existing loans,  mortgage-backed  securities,
maturities of investment securities and advances from FHLB.

Liquidity  management  is  both a  daily  and  long-term  function  of  business
management.  Excess liquidity is generally  invested in short-term  investments,
such as federal funds and interest-bearing deposits. If the Association requires
funds beyond its ability to generate them internally, borrowing agreements exist
with the Federal Home Loan Bank of New York ("FHLB") which provide an additional
source of funds. At March 31, 2006, our FHLB borrowings totaled $21.9 million.

The Association anticipates that it will have sufficient funds available to meet
its current loan commitments and obligations. At March 31, 2006, the Association
had  outstanding  commitments  to originate or purchase  loans of $12.7 million.
Certificates  of  deposit  scheduled  to mature in one year or less at March 31,
2006, totaled $33.2 million. Management believes that, based upon its experience
and the Bank's deposit flow history, a significant portion of such deposits will
remain with the Association.

Under OTS  regulations,  three separate  measurements  of capital  adequacy (the
"Capital Rule") are required. The Capital Rule requires each savings institution
to maintain  tangible  capital  equal to at least 1.5% and core capital equal to
4.0% of its  adjusted  total  assets.  The Capital rule  further  requires  each
savings  institution  to maintain  total  capital  equal to at least 8.0% of its
risk-weighted assets.

The  following  table sets forth the  Association's  capital  position  at March
31,2006, as compared to the minimum regulatory capital requirements:

<TABLE>
<CAPTION>
                                                                                 Under Prompt
                                                         Minimal Capital          corrective
                                      Actual               Requirements        Actions Prospective
--------------------------------------------------------------------------------------------------
                                Amount       Ratio        Amount      Ratio     Amount       Ratio
                               --------      -----       -------      -----     -------      -----
                              (Dollars in Thousands)
<S>                            <C>           <C>         <C>          <C>       <C>          <C>
Total Capital                  $ 15,424       20.9%      $ 5,902        8.0%    $ 7,377       10.0%
(to risk-weighted assets

Tier Capital                     15,254       20.7%           --         --       4,426        6.0%
(to risk-weighted assets

Core(Tier 1) Capital             15,338       10.2%        5,989        4.0%      7,487        5.0%
(to adjusted total assets

Tangible Capital                 15,338       10.2%        2,246        1.5%         --         --
(to adjusted total assets
</TABLE>

Management of Interest Rate Risk

      The  ability  to  maximize  net  interest   income  largely  depends  upon
maintaining a positive interest rate spread during periods of fluctuating market
interest rates. Interest rate sensitivity is a measure of the difference between
amounts of interest-earning assets and interest-bearing liabilities which either
reprice or mature within a given

                                       12

<PAGE>

period of time. The difference,  or the interest rate repricing "gap",  provides
an indication of the extent to which an institution's  interest rate spread will
be affected by changes in interest rates. A gap is considered  positive when the
amount of  interest-rate  sensitive  assets exceeds the amount of  interest-rate
sensitive  liabilities,  and is considered  negative when the amount of interest
rate sensitive liabilities exceeds the amount of interest-rate sensitive assets.
Generally,  during a period of rising  interest  rates,  a  negative  gap within
shorter maturities would adversely affect net interest income,  while a positive
gap within  shorter  maturities  would  result in an  increase  in net  interest
income,  and during a period of falling  interest  rates,  a negative gap within
shorter  maturities  would result in an increase in net interest  income while a
positive  gap  within  shorter  maturities  would  result in a  decrease  in net
interest income.

      The Association's  current  investment  strategy is to maintain an overall
securities portfolio that provides a source of liquidity and that contributes to
the Association's  overall  profitability and asset mix within given quality and
maturity considerations.

Net Portfolio Value

      The  Association's  interest rate  sensitivity  is monitored by management
through the use of the OTS model which estimates the change in the Association's
net portfolio value ("NPV") over a range of interest rate scenarios.  NPV is the
present value of expected cash flows from assets,  liabilities,  and off-balance
sheet contracts.  The NPV ratio, under any interest rate scenario, is defined as
the NPV in that  scenario  divided  by the  market  value of  assets in the same
scenario.  The OTS  produces  its  analysis  based  upon data  submitted  on the
Association's quarterly Thrift Financial Reports. The following table sets forth
the  Association's  NPV as of  December  31,  2005,  the  most  recent  date the
Association's NPV was calculated by the OTS.

<TABLE>
<CAPTION>
                                                       Net Portfolio Value as a
                                                       Percentage of Present Value of
                 Net Portfolio Value                   Assets
Change in        -----------------------------------   -----------------------------
Interest Rates   Estimated   Amount of    Percent of               Change in Basis
(basis points)   NPV         Change       Change       NPV Ratio   Points
--------------   ---------   ----------   ----------   ---------   -----------------
                 (Dollars in Thousands)
<S>              <C>         <C>          <C>          <C>         <C>
+300              $ 11,704    $ (9,678)   (45%)         8.58%      -572 basis points
+200                14,896      (6,485)   (30%)        10.58%      -371 basis points
+100                18,222      (3,159)   (15%)        12.55%      -175 basis points
  0                 21,381          --     --          14.29%           --
-100                23,267       1,886      9%         15.23%      + 93 basis points
-200                22,769       1,388      6%         14.81%      +52 basis points
</TABLE>

Certain  shortcomings are inherent in the methodology used in the above interest
rate risk  measurement.  Modeling  changes in net portfolio value require making
certain  assumptions  that may or may not  reflect  the  manner in which  actual
yields and costs respond to changes in market  interest  rates.  In this regard,
the net portfolio  value table  presented  assumes that the  composition  of our
interest-sensitive  assets and liabilities existing at the beginning of a period
remains  constant over the period being measured,  and assumes that a particular
change  in  interest  rates  is  reflected  uniformly  across  the  yield  curve
regardless  of the  duration or repricing  of specific  assets and  liabilities.
Accordingly,  although the net portfolio  value table  provides an indication of
our interest rate risk exposure at a particular point in time, such measurements
are not  intended  to and do not  provide a precise  forecast  of the  effect of
changes in market interest rates on its net interest income and will differ from
actual results.

                                       13

<PAGE>

                                     ITEM 3
                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES
                             CONTROLS AND PROCEDURES
                             -----------------------

As of the end of the period  covered by this report,  based on an  evaluation of
the Company's  disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities and Exchange Act of 1934),  each of the Chief
Executive  Officer and the Chief Financial  Officer of the Company has concluded
that the Company's  disclosure  controls and  procedures are effective to ensure
that  information  required to be  disclosed  by the Company in its Exchange Act
reports is recorded,  processed,  summarized and reported  within the applicable
time periods specified by the SEC's rules and forms.

There were no significant  changes in the Company's  internal controls or in any
other factors which could significantly  affect those controls subsequent to the
date of the most recent  evaluation of the March 31, 2006  internal  controls by
the Company,  including any  corrective  actions with regard to any  significant
deficiencies or material weaknesses.

                                       14

<PAGE>

                 FLATBUSH FEDERAL BANCORP, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings
        -----------------

        We are not involved in any pending legal  proceedings other than routine
        legal  proceedings  occurring in the ordinary course of business,  which
        involve amounts in the aggregate believed by management to be immaterial
        to the financial condition of the Company and the Association.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
        -----------------------------------------------------------

        On June 30,  2005,  the Board of Directors  approved a stock  repurchase
        program and  authorized  the  repurchase  of up to 50,000  shares of the
        Company's  outstanding shares of common stock. Stock repurchases will be
        made  from  time  to  time  and  may be  effected  through  open  market
        purchases,  block  trades  and  in  privately  negotiated  transactions.
        Repurchased  stock will be held as treasury  stock and will be available
        for general corporate purposes. As of March 31, 2006, 13,400 shares have
        been repurchased with repurchases in the fourth quarter described in the
        following table:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                 Company Purchases of Common Stock
---------------------------------------------------------------------------------------------------------------
                                                                           Total number of   Maximum number (or
                                                                                shares       approximate dollar
                                                                             purchased as     value) of shares
                                                                               part of         that may yet be
                                                                               publicly        purchased under
                                       Total number of    Average price    announced plans      the plans or
                   Period              shares purchased   paid per share     or programs          programs
---------------------------------------------------------------------------------------------------------------
<S>                                    <C>                <C>              <C>               <C>
Jan. 1, 2006 through Jan. 31, 2006             --                 --               --              38,600
---------------------------------------------------------------------------------------------------------------
Feb. 1, 2006 through Feb. 28, 2006             --                 --               --              38,600
---------------------------------------------------------------------------------------------------------------
March 1, 2006 through March 31, 2006        2,000             $ 9.00            2,000              36,600
---------------------------------------------------------------------------------------------------------------
</TABLE>

ITEM 3. Defaults Upon Senior Securities
        -------------------------------

        Not applicable.

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

        None

ITEM 5. Other Information
        -----------------

        None

                                       15

<PAGE>

ITEM 6. Exhibits
        --------

      The following Exhibits are filed as part of this report.

            11.0  Computation of earnings per share

            31.1  Certification  of Chief Executive  Officer Pursuant to Section
                  302 of the Sarbanes- Oxley Act of 2002 (filed herewith).

            31.2  Certification  of Chief Financial  Officer Pursuant to Section
                  302 of the Sarbanes- Oxley Act of 2002 (filed herewith).

            32.1  Certification  of Chief Executive  Officer and Chief Financial
                  Officer  Pursuant  to  18  U.S.C.  Section  1350,  as  Adopted
                  Pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002
                  (filed herewith).

                                       16

<PAGE>

                                   SIGNATURES
                                   ----------

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

                                        FLATBUSH FEDERAL BANCORP, INC.

Date:    May 15, 2006                   By: /s/ Jesus R. Adia
      ---------------------                 ----------------------------
                                            Jesus R. Adia
                                            President and
                                            Chief Executive Officer

Date:    May 15, 2006                   By:  /s/ John S. Lotardo
      ---------------------                 ----------------------------
                                            John S. Lotardo
                                            Executive Vice President and
                                            Chief Financial Officer

                                       17