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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the quarterly period ended September 30, 2005



OR



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



For the transition period from  to



Commission file number: 0-51014



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BV FINANCIAL, INC.

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



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Federal                                                        |  | 14-1920944                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



7114 North Point
Road, Baltimore, Maryland 21219

(Address of principal executive offices)



(410) 477-5000

(Issuers telephone number)



Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



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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 registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



As of November 1, 2005, there were 2,645,000 shares of the
registrants common stock outstanding.



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##### Table of Contents

BV FINANCIAL, INC.



Form 10-QSB



Table of Contents



|                              |  |                                                                                                                    |  |         
|----------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | --------
|                              |  |                                                                                                                    |  | Page No.
|PART I.
FINANCIAL INFORMATION |  |                                                                                                                   
|                              |  |                                                                                                                   
|Item 1.                       |  | Financial Statements                                                                                               |  |         
|                              |  |                                                                                                                   
|                              |  | Consolidated Statements of Financial Condition at September 30, 2005 (unaudited) and June 30, 2005                 |  | 1       
|                              |  |                                                                                                                   
|                              |  | Consolidated Statements of Income for the three months ended September 30, 2005 and 2004 (unaudited)               |  | 2       
|                              |  |                                                                                                                   
|                              |  | Consolidated Statements of Comprehensive Income for the three months ended September 30, 2005 and 2004 (unaudited) |  | 3       
|                              |  |                                                                                                                   
|                              |  | Consolidated Statements of Cash Flows for the three months ended September 30, 2005 and 2004 (unaudited)           |  | 4       
|                              |  |                                                                                                                   
|                              |  | Notes to Unaudited Consolidated Financial Statements                                                               |  | 5       
|                              |  |                                                                                                                   
|Item 2.                       |  | Managements Discussion and Analysis or Plan of Operation                                                          |  | 7       
|                              |  |                                                                                                                   
|Item 3.                       |  | Controls and Procedures                                                                                            |  | 14      
|                              | 
|PART II.
OTHER INFORMATION    |  |                                                                                                                   
|                              |  |                                                                                                                   
|Item 1.                       |  | Legal Proceedings                                                                                                  |  | 16      
|                              |  |                                                                                                                   
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                        |  | 16      
|                              |  |                                                                                                                   
|Item 3.                       |  | Defaults upon Senior Securities                                                                                    |  | 16      
|                              |  |                                                                                                                   
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                                |  | 16      
|                              |  |                                                                                                                   
|Item 5.                       |  | Other Information                                                                                                  |  | 16      
|                              |  |                                                                                                                   
|Item 6.                       |  | Exhibits                                                                                                           |  | 16      
|                              | 
|Signatures                    |  |                                                                                                                   



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PART I. FINANCIAL INFORMATION



Item 1. Financial Statements



BV FINANCIAL, INC. AND SUBSIDIARY

Consolidated Statements of Financial Condition



|                                                                                                   |  |                                               |         |   |               |   |         |  
|-------------------------------------------------------------------------------------------------- |  | --------------------------------------------- | ------- | - | ------------- | - | ------- | -
|                                                                                                   |  | September 30, 2005                            |         |   | June 30, 2005 |  
|                                                                                                   |  | (Unaudited)                                   |         |   |               |  
|                                                                                                   |  | (Dollars in thousands, except per share data) |        
|ASSETS                                                                                             |  |                                               |         |   |               |   |         |  
|Cash                                                                                               |  | $                                             | 1,929   |   |               | $ | 1,847   |  
|Interest bearing deposits in other banks                                                           |  |                                               | 5,488   |   |               |   | 5,471   |  
|Federal funds sold                                                                                 |  |                                               | 1,085   |   |               |   | 1,018   |  
|                                                                                                   |  |                                               |         |   |               |   |         |  
|Cash and Cash Equivalents                                                                          |  |                                               | 8,502   |   |               |   | 8,336   |  
|                                                                                                   |  |                                              
|Securities available for sale                                                                      |  |                                               | 4,294   |   |               |   | 4,342   |  
|Securities held to maturity                                                                        |  |                                               | 3,312   |   |               |   | 3,350   |  
|Loans receivable, net of allowance for loan losses September 30, 2005 - $364; June 30, 2005 - $349 |  |                                               | 108,446 |   |               |   | 96,051  |  
|Premises and equipment, net                                                                        |  |                                               | 2,574   |   |               |   | 2,569   |  
|Federal Home Loan Bank of Atlanta stock, at cost                                                   |  |                                               | 1,127   |   |               |   | 497     |  
|Investment in life insurance                                                                       |  |                                               | 1,832   |   |               |   | 1,813   |  
|Accrued interest receivable                                                                        |  |                                               | 429     |   |               |   | 417     |  
|Other assets                                                                                       |  |                                               | 406     |   |               |   | 423     |  
|                                                                                                   |  |                                               |         |   |               |   |         |  
|Total Assets                                                                                       |  | $                                             | 130,922 |   |               | $ | 117,798 |  
|                                                                                                   |  |                                               |         |   |               |   |         |  
|LIABILITIES AND STOCKHOLDERS
EQUITY                                                               |  |                                               |         |   |               |   |         |  
|LIABILITIES                                                                                        |  |                                               |         |   |               |   |         |  
|Non-interest bearing deposits                                                                      |  | $                                             | 3,591   |   |               | $ | 3,304   |  
|Interest bearing deposits                                                                          |  |                                               | 85,779  |   |               |   | 88,097  |  
|                                                                                                   |  |                                               |         |   |               |   |         |  
|                                                                                                   |  |                                               | 89,370  |   |               |   | 91,401  |  
|Federal Home Loan Bank advances                                                                    |  |                                               | 19,000  |   |               |   | 5,000   |  
|Official checks                                                                                    |  |                                               | 2,512   |   |               |   | 983     |  
|Advance payments by borrowers for taxes and insurance                                              |  |                                               | 602     |   |               |   | 1,080   |  
|Other liabilities                                                                                  |  |                                               | 804     |   |               |   | 886     |  
|                                                                                                   |  |                                               |         |   |               |   |         |  
|Total Liabilities                                                                                  |  | $                                             | 112,288 |   |               | $ | 99,350  |  
|                                                                                                   |  |                                               |         |   |               |   |         |  
|COMMITMENTS AND CONTINGENCIES                                                                      |  |                                               |         |   |               |   |         |  
|                                                                                                   |  |                                              
|STOCKHOLDERS EQUITY                                                                               |  |                                               |         |   |               |   |         |  
|Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued or outstanding          |  |                                               |        |   |               |   |        |  
|Common stock, $0.01 par value; 9,000,000 shares authorized; 2,645,000 issued and outstanding       |  |                                               | 26      |   |               |   | 26      |  
|Paid-in capital                                                                                    |  |                                               | 10,921  |   |               |   | 10,923  |  
|Unearned employee stock ownership plan shares                                                      |  |                                               | (946    | ) |               |   | (963    | )
|Retained earnings                                                                                  |  |                                               | 8,677   |   |               |   | 8,499   |  
|Accumulated other comprehensive loss                                                               |  |                                               | (44     | ) |               |   | (37     | )
|                                                                                                   |  |                                               |         |   |               |   |         |  
|Total Stockholders Equity                                                                         |  |                                               | 18,634  |   |               |   | 18,448  |  
|                                                                                                   |  |                                               |         |   |               |   |         |  
|Total Liabilities and Stockholders Equity                                                         |  | $                                             | 130,922 |   |               | $ | 117,798 |  
|                                                                                                   |  |                                               |         |   |               |   |         |  



See notes to Unaudited Consolidated
Financial Statements.



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BV FINANCIAL, INC. AND SUBSIDIARY

Consolidated Statements of Income

(Unaudited)



|                                                    |  |                                               |       |      |   |      
|--------------------------------------------------- |  | --------------------------------------------- | ----- | ---- | - | -----
|                                                    |  | Three Months Ended September 30,             
|                                                    |  | 2005                                          |       | 2004
|                                                    |  | (Dollars in thousands, except per share data)
|INTEREST INCOME                                     |  |                                               |       |      |   |      
|Loans, including fees                               |  | $                                             | 1,575 |      | $ | 1,249
|Investment securities                               |  |                                               | 78    |      |   | 88   
|Other                                               |  |                                               | 24    |      |   | 14   
|                                                    |  |                                               |       |      |   |      
|Total Interest Income                               |  |                                               | 1,677 |      |   | 1,351
|                                                    |  |                                              
|INTEREST EXPENSE                                    |  |                                               |       |      |   |      
|Deposits                                            |  |                                               | 612   |      |   | 511  
|Borrowed funds                                      |  |                                               | 98    |      |   |     
|                                                    |  |                                               |       |      |   |      
|Total Interest Expense                              |  |                                               | 710   |      |   | 511  
|                                                    |  |                                               |       |      |   |      
|Net Interest Income                                 |  |                                               | 967   |      |   | 840  
|PROVISION FOR LOAN LOSSES                           |  |                                               | 40    |      |   |     
|                                                    |  |                                               |       |      |   |      
|Net Interest Income after Provision for Loan Losses |  |                                               | 927   |      |   | 840  
|                                                    |  |                                               |       |      |   |      
|NON-INTEREST INCOME                                 |  |                                               |       |      |   |      
|Service fees on deposits                            |  |                                               | 28    |      |   | 31   
|Service fees on loans                               |  |                                               | 8     |      |   | 4    
|Income from investment in life insurance            |  |                                               | 19    |      |   | 21   
|Other income                                        |  |                                               | 17    |      |   | 2    
|                                                    |  |                                               |       |      |   |      
|Total Non-Interest Income                           |  |                                               | 72    |      |   | 58   
|                                                    |  |                                               |       |      |   |      
|NON-INTEREST EXPENSES                               |  |                                               |       |      |   |      
|Compensation and related expenses                   |  |                                               | 387   |      |   | 388  
|Occupancy                                           |  |                                               | 40    |      |   | 38   
|Data processing                                     |  |                                               | 68    |      |   | 73   
|Foreclosed real estate/repossessed assets           |  |                                               |      |      |   | 3    
|Telephone and postage                               |  |                                               | 15    |      |   | 18   
|Advertising                                         |  |                                               | 27    |      |   | 21   
|Professional fees                                   |  |                                               | 39    |      |   | 24   
|Equipment                                           |  |                                               | 31    |      |   | 32   
|Other                                               |  |                                               | 112   |      |   | 73   
|                                                    |  |                                               |       |      |   |      
|Total Non-Interest Expenses                         |  |                                               | 719   |      |   | 670  
|                                                    |  |                                               |       |      |   |      
|Income before Income Taxes                          |  |                                               | 280   |      |   | 228  
|PROVISION FOR INCOME TAXES                          |  |                                               | 102   |      |   | 78   
|                                                    |  |                                               |       |      |   |      
|Net Income                                          |  | $                                             | 178   |      | $ | 150  
|                                                    |  |                                               |       |      |   |      
|BASIC EARNINGS PER SHARE                            |  | $                                             | 0.07  |      |   | N/A  
|                                                    |  |                                               |       |      |   |      



See Notes to Unaudited Consolidated Financial Statements.



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BV FINANCIAL, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income

(Unaudited)



|                                                                                                              |  |                                      |     |   |      |   |    
|------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | --- | - | ---- | - | ---
|                                                                                                              |  | For Three Months Ended September 30,
|                                                                                                              |  | 2005                                 |     |   | 2004
|                                                                                                              |  | (In thousands)                      
|Net Income                                                                                                    |  | $                                    | 178 |   |      | $ | 150
|Unrealized net holding gains/(losses) on available-for-sale securities, net of taxes (benefit) of $(5) and $9 |  |                                      | (7  | ) |      |   | 14 
|                                                                                                              |  |                                      |     |   |      |   |    
|Comprehensive income                                                                                          |  | $                                    | 171 |   |      | $ | 164
|                                                                                                              |  |                                      |     |   |      |   |    



See Notes to Unaudited Consolidated
Financial Statements.



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BV FINANCIAL, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                  |  |                                  |         |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | -------------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                  |  | Three Months Ended September 30, |        
|                                                                                  |  | 2005                             |         |   | 2004 |  
|                                                                                  |  | (In thousands)                   |        
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                                  |         |   |      |   |        |  
|Net income                                                                        |  | $                                | 178     |   |      | $ | 150    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                  |         |   |      |   |        |  
|Net amortization of discounts and premiums                                        |  |                                  | 3       |   |      |   | 3      |  
|Provision for loan losses                                                         |  |                                  | 40      |   |      |   |       |  
|Amortization of deferred loan fees/costs                                          |  |                                  | 46      |   |      |   | (29    | )
|Provision for depreciation                                                        |  |                                  | 36      |   |      |   | 12     |  
|Increase in cash surrender value of life insurance                                |  |                                  | (19     | ) |      |   | (21    | )
|Compensation expense under ESOP                                                   |  |                                  | 15      |   |      |   |       |  
|Decrease in other assets and other liabilities                                    |  |                                  | (73     | ) |      |   | (209   | )
|                                                                                  |  |                                  |         |   |      |   |        |  
|Net Cash Provided by (Used in) Operating Activities                               |  |                                  | 226     |   |      |   | (94    | )
|                                                                                  |  |                                  |         |   |      |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                                  |         |   |      |   |        |  
|Purchases of securities available for sale                                        |  |                                  | (32     | ) |      |   | (14    | )
|Principal collected on mortgage backed securities                                 |  |                                  | 104     |   |      |   | 587    |  
|Net increase in loans                                                             |  |                                  | (11,848 | ) |      |   | (8,460 | )
|Purchase of loans                                                                 |  |                                  | (633    | ) |      |   | (759   | )
|Purchase of premises and equipment                                                |  |                                  | (41     | ) |      |   | (2     | )
|Purchase of Federal Home Loan Bank stock                                          |  |                                  | (630    | ) |      |   |       |  
|                                                                                  |  |                                  |         |   |      |   |        |  
|Net Cash Used in Investing Activities                                             |  |                                  | (13,080 | ) |      |   | (8,648 | )
|                                                                                  |  |                                  |         |   |      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                                  |         |   |      |   |        |  
|Increase (decrease) in official checks                                            |  |                                  | 1,529   |   |      |   | (303   | )
|Net (decrease) increase in deposits                                               |  |                                  | (2,031  | ) |      |   | 2,990  |  
|Decrease in advance payments by borrowers for taxes and insurance                 |  |                                  | (478    | ) |      |   | (443   | )
|Advances from Federal Home Loan Bank                                              |  |                                  | 14,000  |   |      |   |       |  
|                                                                                  |  |                                  |         |   |      |   |        |  
|Net Cash Provided by Financing Activities                                         |  |                                  | 13,020  |   |      |   | 2,244  |  
|                                                                                  |  |                                  |         |   |      |   |        |  
|Net Increase (Decrease) in Cash and Cash Equivalents                              |  |                                  | 166     |   |      |   | (6,498 | )
|CASH AND CASH EQUIVALENTS  BEGINNING                                             |  |                                  | 8,336   |   |      |   | 9,872  |  
|                                                                                  |  |                                  |         |   |      |   |        |  
|CASH AND CASH EQUIVALENTS  ENDING                                                |  | $                                | 8,502   |   |      | $ | 3,374  |  
|                                                                                  |  |                                  |         |   |      |   |        |  
|SUPPLEMENTARY CASH FLOWS INFORMATION                                              |  |                                  |         |   |      |   |        |  
|Interest paid                                                                     |  | $                                | 682     |   |      | $ | 511    |  
|                                                                                  |  |                                  |         |   |      |   |        |  
|Income taxes paid                                                                 |  | $                                | 155     |   |      | $ | 25     |  
|                                                                                  |  |                                  |         |   |      |   |        |  
|Net loans transferred to foreclosed real estate/repossessed assets                |  | $                                | 25      |   |      | $ | 24     |  
|                                                                                  |  |                                  |         |   |      |   |        |  



See Notes to Unaudited Consolidated
Financial Statements.



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BV FINANCIAL, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

September 30, 2005



|(1) | Basis of Presentation
|--- | ---------------------



The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions for Form 10-QSB and, therefore, do not
include all disclosures necessary for a complete presentation of the financial statements in conformity with accounting principles generally accepted in the United States of America. However, all adjustments that are, in the opinion of management,
necessary for the fair presentation of the interim financial statements have been included. Such adjustments were of a normal recurring nature. The results of operations for the period ended September 30, 2005 are not necessarily indicative of
the results that may be expected for the entire year. These unaudited consolidated financial statements should be read in conjunction with BV Financial Inc.s (the Company) Annual Report on Form 10-KSB for the year ended
June 30, 2005.



Principles of Consolidation



The consolidated financial statements at September 30, 2005 and
June 30, 2005 and for the three months ended September 30, 2005 include the accounts of the Company, Bay-Vanguard Federal Savings Bank (the Bank) and its wholly-owned subsidiary, Housing Recovery Corporation. The consolidated
financial statements for the three months ended September 30, 2004 include the accounts of the Bank and Housing Recovery Corporation. All intercompany balances and transactions have been eliminated in consolidation. See Note 2.



|(2) | Mutual Holding Company Reorganization and Minority Stock Issuance
|--- | -----------------------------------------------------------------



On January 12, 2005, pursuant to a Plan of Reorganization and Stock Issuance, as amended, the Bank: (i) converted to a stock savings bank (the
Stock Bank) as the successor to the mutual Bank; (ii) organized the Company as a federally chartered corporation that owns 100% of the common stock of the Stock Bank; and (iii) organized Bay-Vanguard M.H.C. as a federally
chartered mutual holding company that owns 55% of the common stock of the Company (the Mutual Holding Company). The Stock Bank succeeded to the business and operations of the Bank in its mutual form and the Company sold 45% of its common
stock in a public stock offering at $10.00 per share raising net proceeds of $11.0 million.



Following the completion of the reorganization, all members who had membership or liquidation rights with respect to the Bank as of the effective date of the reorganization continued to have such rights solely with
respect to the Mutual Holding Company so long as they continue to hold deposit accounts or, for borrower members, continued their borrowing relationship with the Bank. In addition, all persons who become depositors of the Bank subsequent to the
reorganization will have such membership and liquidation rights with respect to the Mutual Holding Company.



Costs of approximately $947,000 incurred in connection with the offering were recorded as a reduction of the proceeds from the offering.



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|(3) | Earnings Per Share
|--- | ------------------



Basic net income per share is based upon the weighted average number of common shares outstanding. The Company had no dilutive securities at
September 30, 2005. Earnings per share do not apply to the three months ended September 30, 2004 since the Company was not in existence at that time.



The difference between the common shares issued and the common shares outstanding, for the purposes of calculating basic earnings per share, is a
result of the unallocated ESOP shares.



The calculated basic
earnings per share (EPS) are as follows:



|                         |  |                                  |           |      |   |        
|------------------------ |  | -------------------------------- | --------- | ---- | - | -------
|                         |  | Three Months Ended September 30,
|                         |  | 2005                             |           | 2004
|Numerator                |  | $                                | 178,000   |      | $ | 150,000
|Denominator:             |  |                                  |           |      |   |        
|Basic shares outstanding |  |                                  | 2,549,261 |      |   | N/A    
|                         |  |                                 
|Earnings per share:      |  |                                  |           |      |   |        
|Basic                    |  | $                                | 0.07      |      |   | N/A    



|(4) | Employee Stock Ownership Plan
|--- | -----------------------------



The Company accounts for the Bay-Vanguard Federal Savings Bank Employee Stock Ownership Plan (the ESOP) in accordance with American Institute
of Certified Public Accountants Statement of Position 93-6. The cost of shares issued to the ESOP but not yet allocated to participants is presented in the consolidated statements of financial condition as a reduction of stockholders equity.
Compensation expense is recorded based on the market price of the shares as they are committed to be released for allocation to participant accounts. The difference between the market price and the cost of shares committed to be released is recorded
as an adjustment to additional paid-in capital. Dividends on allocated ESOP shares are recorded as a reduction in retained earnings; dividends on unallocated ESOP shares are reflected as a reduction of debt.



|(5) | Recent Accounting Pronouncements
|--- | --------------------------------



In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards 123R, Share-Based
Payment (SFAS 123R). This revised standard addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for either equity instruments of the company or that are based on the
fair value of the companys equity instruments or that may be settled by the issuance of such equity instruments. Under the new standard, companies will no longer be able to account for share-based compensation transactions using the intrinsic
method in accordance with APB Opinion No. 25. Instead, companies will be required to account for such transactions using a fair-value method and recognize the expense in the consolidated statement of income. For the Company, SFAS 123R will be
effective for the first or annual periods beginning after December 15, 2005. The Company will adopt this standard on July 1, 2006. The Company currently has no stock options outstanding and the impact will depend on if any options are
granted and the vesting period.



In January 2003, FASBs
Emerging Task Force (EITF) issued EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investors (EITF 03-1), and in March 2004, the EITF issued an update. EITF 03-1
addresses the meaning of other-than-temporary impairment and its application to certain debt and equity securities. EITF 03-1 aids in the determination of impairment of an investment and gives guidance as to the measurement of impairment



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##### Table of Contents

loss and the recognition and disclosures of other-than-temporary investments. EITF 03-1 also provides a model to
determine other-than-temporary impairment using evidence-based judgment about the recovery of the fair value up to the cost of the investment by considering the severity and duration of the impairment in relation to the forecasted recovery of the
fair value. In July 2005, FASB adopted the recommendation of its staff to nullify key parts of EITF 03-1. The staffs recommendations were to nullify the guidance on the determination of whether an investment is impaired as set forth in
paragraphs 10-18 of Issue 03-1 and not to provide additional guidance on the meaning of other-than-temporary impairment. Instead, the staff recommends entities recognize other-than-temporary impairments by applying existing accounting literature
such as paragraph 16 of SFAS 115.



In July 2005, FASB
issued a proposed interpretation of FAS 109, Accounting for Income Taxes, to clarify certain aspects of accounting for uncertain tax positions, including issues related to the recognition and measurement of those tax positions. If
adopted as proposed, the interpretation would be effective in the fourth quarter of 2005, and any adjustments required to be recorded as a result of adopting the interpretation would be reflected as a cumulative effect from a change in accounting
principle. The Company is currently in the process of determining the impact of adoption of the interpretation as proposed on its financial position or results of operations.



Item 2. Managements Discussion and Analysis or Plan of Operation



Managements discussion and analysis of the financial condition and results of operations is intended to assist in understanding the financial
condition and results of operations of BV Financial, Inc. (the Company or BV Financial). The information contained in this section should be read in conjunction with the Unaudited Consolidated Financial Statements and
footnotes appearing in Part I, Item 1 of this document.



General



BV Financial was organized as a federally chartered
corporation at the direction of Bay-Vanguard Federal Savings Bank (the Bank or Bay-Vanguard Federal) in January 2005 to become the mid-tier stock holding company for Bay-Vanguard Federal upon the completion of its
reorganization into the mutual holding company form of organization. Pursuant to the Plan of Reorganization, the Bank converted to stock form with all of its stock owned by BV Financial and organized Bay-Vanguard, M.H.C. as a federally chartered
mutual holding company that owns 55% of the common stock of BV Financial. As part of the reorganization, the Company sold 1,190,250 shares of its common stock at a price of $10.00 per share to members of the Bank in a subscription offering raising
approximately $11.0 million in net proceeds.



The Company was
not organized until January 12, 2005. Accordingly, the information set forth in this report for the three months ended September 30, 2004, including the consolidated financial statements and related data, relates to the Bank.



Bay-Vanguard Federal is headquartered in Baltimore, Maryland and is a
community-oriented financial institution offering traditional financial services to its local communities. The Bank is engaged primarily in the business of attracting deposits from the general public using such funds to originate one-to four-family
real estate, mobile home, construction, multi-family and commercial real estate and consumer loans.



The Federal Deposit Insurance Corporation through the Savings Association Insurance Fund insures the Banks savings accounts up to the applicable
legal limits. Bay-Vanguard Federal is a member of the Federal Home Loan Bank System.



7



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##### Table of Contents

Forward-Looking Statements



This quarterly report contains forward-looking statements that are based on assumptions and may describe future plans,
strategies and expectations of Bay-Vanguard, M.H.C., BV Financial and Bay-Vanguard Federal. These forward-looking statements are generally identified by use of the words believe, expect, intend,
anticipate, estimate, project or similar expressions.



Bay-Vanguard, M.H.C., BV Financial and Bay-Vanguard Federals ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse
effect on the operations of BV Financial and its subsidiary include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S.
government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in BV Financial
and Bay-Vanguards market area, changes in real estate market values in BV Financial and Bay-Vanguards market area, and changes in relevant accounting principles and guidelines.



These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, BV Financial does not undertake, and specifically disclaims any obligation, to release publicly the result of
any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.



Critical Accounting Policies



The Company considers accounting policies involving significant judgments
and assumptions by management that have, or could have, a material impact on the carrying value of certain assets and liabilities or income and expense to be critical accounting policies. The Company considers the allowance for loan losses to be a
critical accounting policy.



Allowance for Loan
Losses. The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is
charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of
future cash flows on impacted loans; the value of collateral; and the determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. However, historically, the
Companys estimates and assumptions have provided results that did not differ materially from actual results.



Management reviews the level of the allowance on a quarterly basis, at a minimum, and establishes the provision for loan losses based on an evaluation of
the portfolio, past loss experience, economic conditions and business conditions affecting its primary market area, credit quality trends, collateral value, loan volumes and concentrations, seasoning of the loan portfolio, the duration of the
current business cycle, bank regulatory examination results and other factors related to the collectibility of the loan portfolio. Although the Company believes that it uses the best information available to establish the allowance for loan losses,
future additions to the allowance may be necessary if certain future events occur that cause actual results to differ from the assumptions used in making the evaluation. For example, a downturn in the local economy could cause increases in
nonperforming loans. Additionally, a decline in real estate values could cause some of the Companys loans to become inadequately



8



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##### Table of Contents

collateralized. In either case, this may require the Company to increase its provisions for loan losses, which would
negatively impact earnings. Further, the Office of Thrift Supervision, as an integral part of its examination process, periodically reviews the Companys allowance for loan losses. Such agency may require the Company to recognize adjustments to
the allowance based on its judgments about information available to it at the time of its examination. An increase to the allowance required to be made by the Office of Thrift Supervision would negatively impact the Companys earnings.
Additionally, a large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively affect earnings.



Comparison of Financial Condition at September 30, 2005 and June 30, 2005



Total assets increased $13.1 million, or 11.1%, to $130.9 million at September 30, 2005 from $117.8 million at
June 30, 2005 primarily due to an increase in loans receivable. Asset growth was funded by borrowings from the Federal Home Loan Bank.



Federal Home Loan Bank stock increased $630,000 or 126.8%, to $1.1 million at September 30, 2005 as the Company purchased stock to collateralize its
additional borrowings.



Loans receivable increased $12.4
million, or 12.9%, to $108.4 million at September 30, 2005, primarily due to $9.9 million in originations in one- to four-family real estate loans, $3.1 million in residential construction loans and $1.9 million in other loans. The increased
originations were due to a strong local real estate market and competitive pricing.



Deposits decreased $2.0 million, or 2.2%, to $89.4 million at September 30, 2005, primarily due to a decrease of $3.2 million in money market accounts, offset by an increase in certificates of deposit of $1.7
million. The decrease in deposits was primarily due to more favorable rates being offered by other non-depository investment instruments. Federal Home Loan Bank advances increased $14.0 million, or 280%, to $19.0 million at September 30, 2005.
The additional borrowings were used to fund loan growth.



Total
equity increased $186,000, or 1.0%, to $18.6 million at September 30, 2005 primarily as a result of net income of $178,000 in the period.



Results of Operations for the Three Months Ended September 30, 2005 and 2004



General. Net income increased $28,000, or 18.7%, to $178,000 for the three months ended September 30,
2005 compared to the same period in the prior year due primarily to a $127,000 increase in net interest income offset by a $40,000 increase in the provision for loan losses and a $49,000 increase in non-interest expenses.



9



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##### Table of Contents

Net Interest Income.The following table summarizes changes in interest income and expense
for the three months ended September 30, 2005 and 2004.



|                                |  |                                  |       |      |   |          |  |       |  
|------------------------------- |  | -------------------------------- | ----- | ---- | - | -------- |  | ----- | -
|                                |  | Three Months Ended September 30, |       |      |  
|                                |  | 2005                             |       | 2004 |   | % change | 
|                                |  | (Dollars in thousands)           |      
|Interest Income:                |  |                                  |       |      |   |          |  |       |  
|Loans, including fees           |  | $                                | 1,575 |      | $ | 1,249    |  | 26.1  | %
|Investment securities           |  |                                  | 78    |      |   | 88       |  | (11.4 | )
|Other                           |  |                                  | 24    |      |   | 14       |  | 71.4  |  
|                                |  |                                  |       |      |   |          |  |       |  
|Total interest income           |  |                                  | 1,677 |      |   | 1,351    |  | 24.1  |  
|                                |  |                                  |      
|Interest Expense:               |  |                                  |       |      |   |          |  |       |  
|Deposits                        |  |                                  | 612   |      |   | 511      |  | 19.8  |  
|Federal Home Loan Bank advances |  |                                  | 98    |      |   |         |  |      |  
|                                |  |                                  |       |      |   |          |  |       |  
|Total interest expense          |  |                                  | 710   |      |   | 511      |  | 38.9  |  
|                                |  |                                  |       |      |   |          |  |       |  
|Net interest income             |  | $                                | 967   |      | $ | 840      |  | 15.1  | %
|                                |  |                                  |       |      |   |          |  |       |  



The following table
summarizes average balances and average yield and costs for the three months ended September 30, 2005 and 2004.



|                                |  |                                  |         |            |      |   |                 |   |             |  |      |  
|------------------------------- |  | -------------------------------- | ------- | ---------- | ---- | - | --------------- | - | ----------- |  | ---- | -
|                                |  | Three Months Ended September 30, |        
|                                |  | 2005                             |         |            | 2004 |  
|                                |  | Average Balance                  |         | Yield/Cost |      |   | Average Balance |   | Yield/ Cost | 
|                                |  | (Dollars in thousands)           |        
|Loans                           |  | $                                | 101,031 |            | 6.24 | % |                 | $ | 78,938      |  | 6.33 | %
|Investment securities           |  |                                  | 7,653   |            | 4.08 |   |                 |   | 10,125      |  | 3.48 |  
|Interest-bearing deposits       |  |                                  | 2,897   |            | 2.35 |   |                 |   | 2,683       |  | 1.19 |  
|Federal funds                   |  |                                  | 1,045   |            | 2.30 |   |                 |   | 2,811       |  | 0.71 |  
|Deposits                        |  |                                  | 88,777  |            | 2.76 |   |                 |   | 83,212      |  | 2.46 |  
|Federal Home Loan Bank advances |  |                                  | 8,935   |            | 4.39 |   |                 |   |            |  |     |  



Net interest income
for the three months ended September 30, 2005 increased $127,000, or 15.1%, compared to the same period last year, as a result of a larger average balance of interest-earning assets, offset by a decrease in the interest rate spread to 3.02%
from 3.25%. Total interest income increased as a result of the growth in average interest-earning assets to $112.6 million from $94.6 million, and by an increase in the average yield to 5.93% from 5.71% due to the higher market interest rate
environment. Total interest expense increased as a result of an increase in the average balance of $8.9 million of Federal Home Loan Bank borrowings, compared to no borrowings in 2004. Interest expense on deposits increased due to a higher average
balance of deposits and an increase in the average interest rate paid on deposits, which increased to 2.76% from 2.46%, due to the higher market interest rate environment.



10



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##### Table of Contents

Provision for Loan Losses. The following table summarizes the activity in the allowance for
loan losses for the three months ended September 30, 2005 and 2004.



|                                 |  |                                  |     |   |      |   |     |  
|-------------------------------- |  | -------------------------------- | --- | - | ---- | - | --- | -
|                                 |  | Three Months Ended September 30, |    
|                                 |  | 2005                             |     |   | 2004 |  
|                                 |  | (In thousands)                   |    
|Allowance at beginning of period |  | $                                | 349 |   |      | $ | 292 |  
|Provision for loan losses        |  |                                  | 40  |   |      |   |    |  
|Charge-offs                      |  |                                  | (25 | ) |      |   | (1  | )
|Recoveries                       |  |                                  |    |   |      |   | 22  |  
|                                 |  |                                  |     |   |      |   |     |  
|Net (charge-offs) recoveries     |  |                                  | (25 | ) |      |   | 21  |  
|                                 |  |                                  |     |   |      |   |     |  
|Allowance at end of period       |  | $                                | 364 |   |      | $ | 313 |  
|                                 |  |                                  |     |   |      |   |     |  



The provision for loan
losses increased $40,000 to $40,000 for the three months ended September 30, 2005. The increase in the provision for loan losses reflects increased charge-offs and loan growth. The absence of a loan loss provision for the three months ended
September 30, 2004 was due to recoveries of $22,000 and charge-offs of only $1,000 in the three months ended September 30, 2004, as well as the continued low level of non-performing assets.



The following table provides information with respect to our
nonperforming assets at the dates indicated. The Company did not have any accruing loans past due 90 days or more, foreclosed real estate or troubled debt restructurings at the dates presented.



|                                            |  |                        |      |   |                 |   |      |          |  |        |   
|------------------------------------------- |  | ---------------------- | ---- | - | --------------- | - | ---- | -------- |  | ------ | --
|                                            |  | At September 30,2005   |      |   | At June 30,2005 |   |      | % change | 
|                                            |  | (Dollars in thousands) |     
|Nonaccruing loans:                          |  |                        |      |   |                 |   |      |          |  |        |   
|One- to four-family                         |  | $                      | 449  |   |                 | $ | 464  |          |  | (3.2   | )%
|Multi-family and commercial                 |  |                        |     |   |                 |   |     |          |  |       |   
|Construction                                |  |                        |     |   |                 |   |     |          |  |       |   
|Mobile home                                 |  |                        | 38   |   |                 |   |     |          |  |       |   
|Other consumer                              |  |                        |     |   |                 |   | 11   |          |  | (100.0 | ) 
|                                            |  |                        |      |   |                 |   |      |          |  |        |   
|Total                                       |  |                        | 487  |   |                 |   | 475  |          |  | 2.5    |   
|                                            |  |                        |     
|Accruing loans past due 90 days or more     |  |                        |     |   |                 |   |     |          |  |       |   
|Foreclosed real estate                      |  |                        |     |   |                 |   |     |          |  |       |   
|Other repossessed assets                    |  |                        | 51   |   |                 |   | 76   |          |  | (32.9  | ) 
|                                            |  |                        |      |   |                 |   |      |          |  |        |   
|Total non-performing assets                 |  | $                      | 538  |   |                 | $ | 551  |          |  | (2.4   | ) 
|                                            |  |                        |      |   |                 |   |      |          |  |        |   
|Total non-performing loans to total loans   |  |                        | 0.45 | % |                 |   | 0.49 | %        |  |        |   
|Total non-performing loans to total assets  |  |                        | 0.37 |   |                 |   | 0.40 |          |  |        |   
|Total non-performing assets to total assets |  |                        | 0.41 |   |                 |   | 0.48 |          |  |        |   



Nonperforming assets
decreased $13,000, or 2.4%, primarily due to the reduction of repossessed assets.



11



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##### Table of Contents

Noninterest Income. The following table summarizes noninterest income for the three months
ended September 30, 2005 and 2004.



|                                                |  |                                 |    |      |   |          |  |       |   
|----------------------------------------------- |  | ------------------------------- | -- | ---- | - | -------- |  | ----- | --
|                                                |  | Three MonthsEnded September 30, |    |      |  
|                                                |  | 2005                            |    | 2004 |   | % change | 
|                                                |  | (Dollars in thousands)          |   
|Service fees on deposits                        |  | $                               | 28 |      | $ | 31       |  | (9.7  | )%
|Service fees on loans                           |  |                                 | 8  |      |   | 4        |  | 100.0 |   
|Income from investment in life insurance policy |  |                                 | 19 |      |   | 21       |  | (9.5  | ) 
|Other income                                    |  |                                 | 17 |      |   | 2        |  | 750.0 |   
|                                                |  |                                 |    |      |   |          |  |       |   
|                                                |  | $                               | 72 |      | $ | 58       |  | (24.1 | ) 
|                                                |  |                                 |    |      |   |          |  |       |   



The increase in other
income of $15,000, or 750%, was due primarily to an increase in miscellaneous fees.



Noninterest Expenses. The following table summarizes noninterest expenses for the three months ended September 30, 2005 and 2004.



|                                  |  |                                 |      |   |      |   |      |          |  |        |   
|--------------------------------- |  | ------------------------------- | ---- | - | ---- | - | ---- | -------- |  | ------ | --
|                                  |  | Three MonthsEnded September 30, |      |   |      |  
|                                  |  | 2005                            |      |   | 2004 |   |      | % change | 
|                                  |  | (Dollars in thousands)          |     
|Compensation and related expenses |  | $                               | 387  |   |      | $ | 388  |          |  | (0.3   | )%
|Occupancy                         |  |                                 | 40   |   |      |   | 38   |          |  | 5.3    |   
|Data processing                   |  |                                 | 68   |   |      |   | 73   |          |  | (6.9   | ) 
|Foreclosed real estate activity   |  |                                 |     |   |      |   | 3    |          |  | (100.0 | ) 
|Telephone and postage             |  |                                 | 15   |   |      |   | 18   |          |  | (16.7  | ) 
|Advertising                       |  |                                 | 27   |   |      |   | 21   |          |  | 28.6   |   
|Professional fees                 |  |                                 | 39   |   |      |   | 24   |          |  | 62.5   |   
|Equipment expense                 |  |                                 | 31   |   |      |   | 32   |          |  | (3.1   | ) 
|Other                             |  |                                 | 112  |   |      |   | 73   |          |  | 53.4   |   
|                                  |  |                                 |      |   |      |   |      |          |  |        |   
|Total                             |  | $                               | 719  |   |      | $ | 670  |          |  | 7.3    |   
|                                  |  |                                 |      |   |      |   |      |          |  |        |   
|Efficiency ratio (1)              |  |                                 | 69.2 | % |      |   | 74.6 | %        |  | (5.4   | )%

---

|(1) | Computed as noninterest expenses divided by the sum of net interest income and other income.
|--- | --------------------------------------------------------------------------------------------



Total non-interest expenses increased $49,000, or 7.3%, primarily as a result of increases in advertising, professional fees
and other miscellaneous expenses. Advertising expense increased due to the promotion of certain deposit products throughout all market areas. Professional fees increased due to the additional legal and accounting costs incurred in operating as a
public company. Other miscellaneous expenses increased primarily due to increased technology costs due to a system-wide upgrade to our operations systems.



Income Taxes. Provision for income taxes increased $24,000, or 30.8%, from $78,000 for the three months ended September 30, 2004 to
$102,000 for the three months ended September 30, 2005.



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##### Table of Contents

The effective tax rate was 34.2% for the three months ended September 30, 2004 compared to 36.4% for the three
months ended September 30, 2005. The increase in the effective tax rate was due to higher pre-tax income and that earnings on bank-owned life insurance was a lower percentage of the taxable income.



Liquidity and Capital Resources



Liquidity is the ability to meet current and future financial obligations of
a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments and maturities and sales of investment securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds,
deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.



We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows,
(3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short- and intermediate-term
U.S. Treasury and federal agency securities.



Our most
liquid assets are cash and cash equivalents and interest-bearing deposits. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At September 30, 2005, cash and cash equivalents
totaled $8.5 million, including interest-bearing deposits of $5.5 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $4.3 million at September 30, 2005. In addition, at
September 30, 2005, we had the ability to borrow a total of approximately $35.0 million from the Federal Home Loan Bank of Atlanta. On that date, we had advances outstanding of $19.0 million.



At September 30, 2005, we had $3.1 million in loan commitments
outstanding, which included $893,000 in commitments to purchase mobile home loans. In addition to commitments to originate loans, we had $1.0 million in unused lines of credit and $5.5 million of construction loans in process. Certificates of
deposit due within one year of September 30, 2005 totaled $12.7 million, or 14.2% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and lines
of credit. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before September 30, 2006. We believe, however, based on past
experience, that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.



Our primary investing activities are the origination of loans and the purchase of securities. Our primary financing
activities consist of activity in deposit accounts. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our
deposits to be competitive and to increase core deposits. Occasionally, we offer promotional rates on certain deposit products to attract deposits.



13



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|                                            |  |                                  |        |   |      |   |       
|------------------------------------------- |  | -------------------------------- | ------ | - | ---- | - | ------
|                                            |  | Three Months Ended September 30,
|                                            |  | 2005                             |        |   | 2004
|                                            |  | (In thousands)                  
|Investing activities:                       |  |                                  |        |   |      |   |       
|Loan originations                           |  | $                                | 14,244 |   |      | $ | 10,184
|Loan and participation purchases            |  |                                  | 633    |   |      |   | 759   
|Securities purchases                        |  |                                  | 32     |   |      |   | 14    
|                                            |  |                                 
|Financing activities:                       |  |                                  |        |   |      |   |       
|(Decrease) increase in deposits             |  |                                  | (2,031 | ) |      |   | 2,990 
|Increase in Federal Home Loan Bank advances |  |                                  | 14,000 |   |      |   |      



We are subject to
various regulatory capital requirements administered by the Office of Thrift Supervision, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted
assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At September 30, 2005, we exceeded all of our regulatory capital requirements. We are considered well capitalized under regulatory
guidelines.



The capital from the offering significantly
increased our liquidity and capital resources. Over time, this initial level of liquidity will be reduced as net proceeds from the stock offering continue to be used for general corporate purposes, including the funding of lending activities. Our
financial condition and results of operations for fiscal 2005 were enhanced by the capital from the offering, resulting in increased net interest-earning assets and net income. However, the large increase in equity resulting from the capital raised
in the offering had an adverse impact on our return on equity. We may use capital management tools such as cash dividends and share repurchases. However, under Office of Thrift Supervision regulations, we are not allowed to repurchase any shares
during the first year following the offering, except to fund the restricted stock awards under the stock-based benefit plans, unless extraordinary circumstances exist and we receive regulatory approval. The Company has not granted any restricted
stock awards and does not currently maintain any such stock-based benefit plans.



Off-Balance Sheet Arrangements



In the normal
course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of
credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers requests for funding and take the form of loan commitments and lines of credit.



For the three months ended September 30, 2005 and the year ended June 30, 2005, we did not engage in any
off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.



Item 3. Controls and Procedures



The Companys management, including the Companys principal executive officer and principal financial officer, have evaluated the effectiveness of the Companys disclosure controls and procedures, as such term is
defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of
the period covered by this report, the Companys disclosure controls and procedures were effective for the purpose of ensuring that the information



14



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##### Table of Contents

required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and
Exchange Commission (the SEC) (1) is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and (2) is accumulated and communicated to the Companys management,
including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. However, the initial draft of the financial statements are currently prepared by the chief financial officer.
The absence of a second level of review of the financial statements disclosures may result in revisions to the draft financial statement disclosures (which are reflected in, and do not affect the final interim financial statement disclosures) as a
result of the review by the auditors. We have hired a new controller, which we believe will strengthen our internal controls and procedures. Further, we are currently seeking to hire an additional individual to our accounting department.



15



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##### Table of Contents

Part II. OTHER INFORMATION



Item 1. Legal Proceedings



BV Financial is not involved in any pending legal proceedings. Bay-Vanguard Federal is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal
proceedings, in the aggregate, are believed by management to be immaterial to its financial condition and results of operations.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



The Company did not repurchase any of its securities in the quarter ended September 30, 2005.



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



None.



Item 6. Exhibits



| | 3.1 | Charter of BV Financial, Inc. (1)
| | --- | ---------------------------------



| | 3.2 | Bylaws of BV Financial, Inc. (1)
| | --- | --------------------------------



| | 4.0 | Stock Certificate of BV Financial, Inc. (1)
| | --- | -------------------------------------------



| | 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
| | ---- | -----------------------------------------------------------------



| | 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
| | ---- | -----------------------------------------------------------------



| | 32.0 | Section 1350 Certification
| | ---- | --------------------------

---

|(1) | Incorporated by reference into this document from the Exhibits filed with the Securities and Exchange Commission on the Registration Statement on Form SB-2, and any amendments
thereto, Registration No. 333-119083.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16



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##### Table of Contents

SIGNATURES



In accordance with
the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                         |  |                    |  |                                                  
|------------------------ |  | ------------------ |  | -------------------------------------------------
|                         |  | BV FINANCIAL, INC.
|                         |  |                   
|Dated: November 14, 2005 |  | By:                |  | /s/ Carolyn M. Mroz                              
|                         |  |                    |  | Carolyn M. Mroz                                  
|                         |  |                    |  | President and Chief Executive Officer            
|                         |  |                    |  | (principal executive officer)                    
|                         |  |                   
|Dated: November 14, 2005 |  | By:                |  | /s/ Edmund T. Leonard                            
|                         |  |                    |  | Edmund T. Leonard                                
|                         |  |                    |  | Chairman of the Board and Chief Financial Officer
|                         |  |                    |  | (principal financial and accounting officer)