<PAGE>

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

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2005

                                       OR

              [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-51208

                         BROOKLYN FEDERAL BANCORP, INC.
             (Exact name of registrant as specified in its charter)

               FEDERAL                                        20-2659598
 (State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

81 Court Street
Brooklyn, New York                                               11201
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code (718) 855-8500.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES  [x]    NO  [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES  [ ]    NO  [x]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.

               Class                            Outstanding at May 11, 2005
   Common Stock,  $.01 Par Value                         13,225,000

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                         BROOKLYN FEDERAL BANCORP, INC.

                           FORM 10-Q QUARTERLY REPORT

                                TABLE OF CONTENTS


                                     PART I.

                                                                           Page
                                                                          Number

Item 1.  Financial Statements ..............................................   1
Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations.........................................   7
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.........  16
Item 4.  Controls and Procedures............................................  17

                                    PART II.

Item 1.  Legal Proceedings..................................................  18
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds........  18
Item 3.  Defaults Upon Senior Securities....................................  18
Item 4.  Submission of Matters to a Vote of Security Holders................  18
Item 5.  Other Information..................................................  18
Item 6.  Exhibits...........................................................  18

Signature Page..............................................................  19

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<TABLE>
<CAPTION>
                                                       PART I

ITEM 1.  FINANCIAL STATEMENTS

                                   BROOKLYN FEDERAL SAVINGS BANK AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                       MARCH 31, 2005 AND SEPTEMBER 30, 2004
                                                   (IN THOUSANDS)

                                                                                                    SEPTEMBER 30,
                                   ASSETS                                       MARCH 31, 2005          2004
                                                                               ----------------   ----------------
                                                                                 (UNAUDITED)
<S>                                                                            <C>                <C>
Cash and due from banks (including interest-earning balances of
$69,039 at March 31, 2005 and $3,021 at September 30, 2004)                    $         72,645   $          7,904
Time deposits and certificates                                                            6,571              6,871
Securities available-for-sale                                                             4,143              4,093
Securities held-to-maturity:
  Mortgage-backed securities (estimated fair value of $95,782 and
     $110,763, respectively)                                                            101,181            113,083
  Other (estimated fair value of $3,699 and $4,004, respectively)                         3,794              4,013
Loans receivable, net                                                                   174,532            163,027
Federal Home Loan Bank of New York ("FHLB") stock, at cost                                1,096              1,096
Accrued interest receivable                                                               1,295              1,276
Premises and equipment, net                                                               1,443              1,500
Prepaid expenses and other assets                                                         6,097              5,972
                                                                               ----------------   ----------------
         Total assets                                                          $        372,797   $        308,835
                                                                               ================   ================

                      LIABILITIES AND RETAINED EARNINGS
Liabilities:
  Deposits:
      Demand accounts                                                          $        143,548   $        143,427
      Certificates of deposit                                                           118,455            113,123
                                                                               ----------------   ----------------
         Total deposits                                                                 262,003            256,550
  Borrowings:
      Short-term FHLB advances                                                            7,031              7,331
      Long-term FHLB advances                                                             4,157              2,900
  Stock subscription proceeds                                                            55,674                 --
  Advance payments by borrowers for taxes and insurance                                   2,472              2,404
  Accrued expenses and other liabilities                                                  3,066              3,057
                                                                               ----------------   ----------------
         Total liabilities                                                              334,403            272,242
Retained earnings                                                                        38,394             36,593
                                                                               ----------------   ----------------
         Total liabilities and retained earnings                               $        372,797   $        308,835
                                                                               ================   ================


                            See accompanying notes to consolidated financial statements.

                                                         1
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<TABLE>
<CAPTION>
                                     BROOKLYN FEDERAL SAVINGS BANK AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF INCOME
                                                     (IN THOUSANDS)
                                                      (UNAUDITED)


                                                            FOR THE THREE MONTHS ENDED      FOR THE SIX MONTHS ENDED
                                                                     MARCH 31,                       MARCH 31,
                                                           ----------------------------   ----------------------------
                                                                2005            2004            2005            2004
                                                           -------------   ------------   -------------   ------------
<S>                                                        <C>             <C>            <C>             <C>
Interest income:
   First mortgage and other loans                          $       2,838   $      2,690   $       5,768   $      5,970
   Mortgage-backed securities                                        936            875           1,844          1,633
   Other securities and interest-earning assets                      215            135             335            251
                                                           -------------   ------------   -------------   ------------
     Total interest income                                         3,989          3,700           7,947          7,854
                                                           -------------   ------------   -------------   ------------

Interest expense:
   Deposits                                                        1,090            964           2,113          1,948
   Borrowings                                                         71             29             136             83
                                                           -------------   ------------   -------------   ------------
     Total interest expense                                        1,161            993           2,249          2,031
                                                           -------------   ------------   -------------   ------------

Net interest income before provision for loan losses               2,828          2,707           5,698          5,823
Provision for loan losses                                             22              8              36             24
                                                           -------------   ------------   -------------   ------------
     Net interest income after provision for loan losses           2,806          2,699           5,662          5,799
                                                           -------------   ------------   -------------   ------------

Non-interest income:
   Banking fees and service charges                                  352            287             776            522
   Net gain on sale of loans held-for-sale                            --              8               5             34
   Other                                                             120            150             294            306
                                                           -------------   ------------   -------------   ------------
     Total non-interest income                                       472            445           1,075            862
                                                           -------------   ------------   -------------   ------------

Non-interest expense:
   Compensation and fringe benefits                                1,224          1,112           2,552          2,388
   Occupancy and equipment                                           224            233             448            448
   Other                                                             401            385             822            678
                                                           -------------   ------------   -------------   ------------
     Total non-interest expense                                    1,849          1,730           3,822          3,514
                                                           -------------   ------------   -------------   ------------

Income before provision for income taxes                           1,429          1,414           2,915          3,147
Provision for income taxes                                           559            590           1,097          1,233
                                                           -------------   ------------   -------------   ------------
     Net income                                            $         870   $        824   $       1,818   $      1,914
                                                           =============   ============   =============   ============


                              See accompanying notes to consolidated financial statements.

                                                           2
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<TABLE>
<CAPTION>
                                    BROOKLYN FEDERAL SAVINGS BANK AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   FOR THE SIX MONTHS ENDED MARCH 31, 2005 AND 2004
                                                    (IN THOUSANDS)


                                                                                  FOR THE SIX MONTHS ENDED MARCH 31,
                                                                                 -----------------------------------
                                                                                       2005              2004
                                                                                 ----------------   ----------------
                                                                                             (UNAUDITED)
<S>                                                                              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                  $          1,818   $          1,914
     Adjustments to reconcile net income to net cash provided by operating
       activities:
         Depreciation and amortization                                                        146                125
         Provision for loan losses                                                             36                 24
         Income from bank-owned life insurance                                                (63)               (60)
         Decrease in deferred loan fees, net                                                  (48)              (179)
         Amortization of premiums, net of accretion of discounts                              250                237
         Originations of loans held-for-sale                                                 (394)              (820)
         Proceeds from sales of loans held-for-sale                                           399              5,226
         Net gain on sales of loans held-for-sale                                              (5)               (35)
         Increase in accrued interest receivable                                              (19)              (159)
         Deferred income tax benefit                                                          (16)               (14)
         (Increase) decrease in prepaid expenses and other assets                             (31)               404
         Increase in accrued expenses and other liabilities                                     9                254
                                                                                 ----------------   ----------------
              Net cash provided by operating activities                                     2,082              6,917
                                                                                 ----------------   ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Loan originations in excess of repayments                                            (14,908)            (5,165)
     Proceeds from sale of loan participation interests                                     5,140              6,734
     Purchases of loans receivable                                                         (1,725)              (795)
     Principal repayments on mortgage-backed securities held-to-maturity                   14,580             19,494
     Purchases of mortgage-backed securities held-to-maturity                              (2,928)           (34,090)
     Maturities and principal pay downs of other securities held-to-maturity                  219                308
     Purchases of other securities held-to-maturity                                            --             (1,211)
     Purchases of securities available-for-sale                                               (67)            (4,124)
     Sale of securities available-for-sale                                                     --              4,078
     Purchase of time deposits and certificates                                                --             (3,196)
     Maturity of time deposits and certificates                                               300                 --
     Purchases of bank-owned life insurance                                                   (15)               (16)
     Purchases of premises and equipment                                                      (89)               (19)
                                                                                 -----------------  -----------------
             Net cash provided by (used in) investing activities                              507            (18,002)
                                                                                 ----------------   -----------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase in deposits                                                               5,453              5,158
     Net (decrease) increase in short-term FHLB advances                                     (800)             3,420
     Long term FHLB advances                                                                1,757                 --
     Stock subscription proceeds                                                           55,674                 --
     Increase (decrease) in advance payments by borrowers for taxes and
       insurance                                                                               68                (33)
                                                                                 ----------------   ----------------
             Net cash provided by financing activities                                     62,152              8,545
                                                                                 ----------------   ----------------
             Net increase (decrease) in cash and cash equivalents                          64,741             (2,540)
Cash and cash equivalents at beginning of year                                              7,904             26,106
                                                                                 ----------------   ----------------
Cash and cash equivalents at end of period                                       $         72,645   $         23,566
                                                                                 ================   ================
Supplemental disclosure of cash flow information:
     Cash paid during the period for:
         Interest                                                                $          2,239   $          2,027
         Taxes                                                                                752                838


                             See accompanying notes to consolidated financial statements.

                                                          3
</TABLE>

<PAGE>

                 BROOKLYN FEDERAL SAVINGS BANK AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

Brooklyn Federal Bancorp, Inc. (the "Company") was formed to serve as the stock
holding company for Brooklyn Federal Savings Bank (the "Bank") as part of the
Bank's reorganization into the mutual holding company structure. As of March 31,
2005, the Bank had not completed its reorganization, and accordingly, the
Company had not yet issued any stock, had no assets or liabilities, and had not
conducted any business other than that of an organizational nature. For a
further discussion of the Company's formation and operations, see the Company's
Registration Statement on Form S-1, as amended, declared effective by the
Securities and Exchange Commission (the "SEC") on February 11, 2005 (File Number
333-121580). Based upon the foregoing, the Unaudited Interim Financial
Statements filed as part of this quarterly report are those of the Bank and its
subsidiaries. All significant inter-company balances and transactions have been
eliminated in consolidation.

The unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with instructions for Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(all of which are normal and recurring in nature) considered necessary for a
fair presentation have been included. Operating results for the three and six
month periods ended March 31, 2005 are not necessarily indicative of the results
that may be expected for the year ending September 30, 2005. The Bank's
consolidated financial statements, as presented in the Company's Form S-1 should
be read in conjunction with these statements.

NOTE 2 - COMPLETION OF PLAN OF CONVERSION AND REORGANIZATION

On November 9, 2004, the Board of Directors adopted a plan of reorganization
pursuant to which the Bank would convert to a stock savings bank under a
two-tier mutual holding company structure. As part of this plan, the Bank
established a federally-chartered mutual holding company known as BFS Bancorp,
MHC. Upon consummation of the plan of reorganization, the Bank will become a
federally-chartered stock savings bank, wholly-owned by the Company, and BFS
Bancorp, MHC will own approximately 70% of the Company.

Effective February 11, 2005, the Company received approval from both the SEC and
the Office of Thrift Supervision to proceed with its planned stock offering
equal to the pro forma market value of the Company and its subsidiaries, after
giving effect to the offering. The offering closed April 5, 2005 and the net
proceeds from the offering were approximately $38.0 million (gross proceeds of
$39.7 million for the issuance of 3,967,500 shares, less offering costs of
approximately $1.7 million). The Company also issued 9,257,500 shares to BFS
Bancorp, MHC, resulting in a total of 13,225,000 shares issued and outstanding
after completion of the reorganization. BFS Bancorp, MHC owns 70% of the
Company's outstanding shares.

                                       4
<PAGE>

NOTE 3 - USE OF ESTIMATES

The preparation of consolidated financial statements, in conformity with
accounting principles generally accepted in the United States of America,
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from current estimates. Estimates associated with the
allowance for loan losses and the fair values of securities are particularly
susceptible to material change in the near term.

NOTE 4 - IMPACT OF CERTAIN ACCOUNTING PRONOUNCEMENTS

        In September 2004, the Financial Accounting Standards Board issued Staff
Position No. EITF Issue 03-1-1, "Effective Date of Paragraphs 10-20 of EITF
Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments," which delays the effective date for the
measurement and recognition guidance contained in Emerging Issues Task Force
("EITF") Issue No. 03-1. EITF Issue No. 03-1 provides guidance for evaluating
whether an investment is other-than-temporarily impaired and was originally to
be effective for impairment evaluations made in reporting periods beginning
after June 15, 2004. The delay in the effective date for the measurement and
recognition guidance did not suspend the requirement to recognize
other-than-temporary impairments as required by existing authoritative
literature, including Statement of Financial Accounting Standards No. 115 and
SEC Staff Accounting Bulletin No. 59. The principal disclosure guidance in EITF
Issue No. 03-01 also remains in effect. The delay will be superseded
concurrently with the final issuance of Staff Position No. EITF Issue 03-1-a,
which may provide implementation guidance on matters such as impairment
evaluations for declines in value caused by increases in interest rates and/or
sector spreads. Since the unrealized losses on the Bank's debt securities as of
March 31, 2005 are attributable to interest rate-related factors and all such
securities are classified as held-to-maturity, the Bank expects to recover these
investments without realizing a loss. Accordingly, the Bank does not expect that
the final issuance of Staff Position No. EITF 03-1-a will have a significant
impact on its financial condition and results of operations.

        In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based
Payment" ("Statement No. 123R"), which requires entities to measure the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value of the award (with limited exceptions). The cost is
recognized as an expense over the period during which the employee is required
to provide service in exchange for the award, which is usually the vesting
period. The scope of Statement No. 123R includes the recognition and retention
plan and the stock option plan the Company expects to adopt following the stock
offering. As a public company, pursuant to rules issued by the SEC in April
2005, the Company will be required to adopt Statement No. 123R in its first
annual reporting period beginning after June 15, 2005 (i.e., the fiscal year
beginning October 1, 2005). For shares awarded under the recognition and
retention plan, the Company will recognize the grant-date fair value of the
shares as compensation expense on a straight-line basis over the applicable
vesting period, which is the same accounting required prior to Statement No.
123R. For options granted under the stock option plan, the Company will
recognize the grant-date fair value of the options as compensation expense on a
straight-line basis over the applicable vesting period. This

                                       5
<PAGE>

accounting treatment differs significantly from the previous accounting for
fixed stock options under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," which generally required expense
recognition only when the exercise price of the option was less than the market
price of the underlying stock on the grant date. As required by Statement No.
123R, the Company will estimate the fair value of its stock options on each
grant date, using an appropriate valuation approach such as the Black-Scholes
option pricing model. Statement No. 123R did not change existing accounting
principles applicable to employee stock ownership plans.









                                       6
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

        When used in this quarterly report and in future filings by Brooklyn
Federal Bancorp, Inc. with the Securities and Exchange Commission, in the
Company's press releases or other public or shareholder communications, or in
oral statements made with the approval of an authorized executive officer, the
words or phrases, "anticipate," "would be," "will allow," "intends to," "will
likely result," "are expected to," will continue," "is anticipated,"
"estimated," "projected," or similar expressions are intended to identify
"forward looking statements." Such statements are subject to risks and
uncertainties, including but not limited to changes in economic conditions in
Brooklyn Federal Bancorp, Inc.'s market area, changes in policies by regulatory
agencies, fluctuations in interest rates, demand for loans in Brooklyn Federal
Bancorp, Inc.'s market area, changes in the position of banking regulators on
the adequacy of Brooklyn Federal Bancorp, Inc.'s allowance for loan losses, and
competition, all or some of which could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected.

        Brooklyn Federal Bancorp, Inc. wishes to caution readers not to place
undue reliance on any such forward-looking statements, which speak only as of
the date made, and advise readers that various factors, including regional and
national economic conditions, substantial changes in levels of market interest
rates, credit and other risks of lending and investing activities, and
competitive and regulatory factors, could affect Brooklyn Federal Bancorp,
Inc.'s financial performance and could cause Brooklyn Federal Bancorp, Inc.'s
actual results for future periods to differ materially from those anticipated or
projected.

        Brooklyn Federal Bancorp, Inc. does not undertake, and specifically
disclaims any obligation, to update any forward-looking statements to reflect
occurrences or unanticipated events or circumstances after the date of such
statements.

        The Company completed its stock offering on April 5, 2005, raising $39.7
million in gross proceeds and approximately $38.0 million in net proceeds. The
Company issued a total of 3,967,500 shares of its common stock to public
stockholders and 9,257,500 shares of its common stock to its parent, BFS
Bancorp, MHC. The offering proceeds have been invested on a short-term basis in
liquid investments, namely, certificates of deposits, FHLB term deposits and
FHLB overnight investments. A portion of the proceeds were used to fund the
employee stock ownership plan. On a longer-term basis, the Company anticipates
deploying a portion of the offering proceeds in longer-term securities and
funding new loans, although no assurance can be given that the Company will be
able to effectively deploy the offering proceeds.

GENERAL

        The Bank's results of operations depend mainly on its net interest
income, which is the difference between the interest income earned on its loan
and investment portfolios and

                                       7
<PAGE>

interest expense paid on its deposits and borrowed funds. Results of operations
are also affected by fee income from banking operations, provisions for loan
losses, gains (losses) on sales of loans and securities available for sale and
other miscellaneous income. The Bank's noninterest expenses consist primarily of
compensation and employee benefits, office occupancy, technology, marketing,
general administrative expenses and income tax expense.

        The Bank's results of operations are also significantly affected by
general economic and competitive conditions, particularly with respect to
changes in interest rates, government policies and actions of regulatory
authorities. Future changes in applicable laws, regulations or government
policies may materially affect the Bank's financial condition and results of
operations.

CRITICAL ACCOUNTING POLICIES

        The Bank considers accounting policies that require management to
exercise significant judgment or discretion or make significant assumptions that
have, or could have, a material impact on the carrying value of certain assets
or on income, to be critical accounting policies. The Bank considers the
following to be its critical accounting policies:

        ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is the
estimated amount considered necessary to cover credit losses inherent in the
loan portfolio at the balance sheet date. The allowance is established through
the provision for loan losses which is charged against income. In determining
the allowance for loan losses, management makes significant estimates and has
identified this policy as one of the most critical for Brooklyn Federal Savings
Bank. The methodology for determining the allowance for loan losses is
considered a critical accounting policy by management due to the high degree of
judgment involved, the subjectivity of the assumptions utilized and the
potential for changes in the economic environment that could result in changes
to the amount of the recorded allowance for loan losses.

        As a substantial amount of the Bank's loan portfolio is collateralized
by real estate, appraisals of the underlying value of property securing loans
and discounted cash flow valuations of properties are critical in determining
the amount of the allowance required for specific loans. Assumptions for
appraisals and discounted cash flow valuations are instrumental in determining
the value of properties. Overly optimistic assumptions or negative changes to
assumptions could significantly impact the valuation of a property securing a
loan and the related allowance determined. The assumptions supporting such
appraisals and discounted cash flow valuations are carefully reviewed by
management to determine that the resulting values reasonably reflect amounts
realizable on the related loans.

        Management performs a quarterly evaluation of the adequacy of the
allowance for loan losses. Consideration is given to a variety of factors in
establishing this estimate including, but not limited to, current economic
conditions, delinquency statistics, geographic and industry concentrations, the
adequacy of the underlying collateral, the financial strength of the borrower,
results of internal and external loan reviews and other relevant factors. This
evaluation is inherently subjective as it requires material estimates that may
be susceptible to significant revision based on changes in economic and real
estate market conditions.

                                       8
<PAGE>

        The analysis of the allowance for loan losses has two components:
specific and general allocations. Specific allocations are made for loans that
are determined to be impaired. Impairment is measured by determining the present
value of expected future cash flows or, for collateral-dependent loans, the fair
value of the collateral adjusted for market conditions and selling expenses. The
general allocation is determined by segregating the remaining loans by type of
loan, risk weighting (if applicable) and payment history. The Bank also analyzes
historical loss experience, delinquency trends, general economic conditions and
geographic and industry concentrations. This analysis establishes factors that
are applied to the loan groups to determine the amount of the general
allocations. Actual loan losses may be significantly more than the allowance for
loan losses the Bank has established which could have a material negative effect
on its financial results.

        DEFERRED INCOME TAXES. The Bank uses the asset and liability method of
accounting for income taxes. Under this method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. If current available information raises doubt as to the
realization of the deferred tax assets, a valuation allowance is established.
The Bank considers the determination of this valuation allowance to be a
critical accounting policy because of the need to exercise significant judgment
in evaluating the amount and timing of recognition of deferred tax liabilities
and assets, including projections of future taxable income. These judgments and
estimates are reviewed on a continual basis as regulatory and business factors
change. A valuation allowance for deferred tax assets may be required if the
amount of taxes recoverable through loss carryback declines, or if the Bank
projects lower levels of future taxable income. Such a valuation allowance would
be established through a charge to income tax expense which would adversely
affect the Bank's operating results.

BUSINESS STRATEGY

        The Bank's business strategy is to operate as a well-capitalized and
profitable community bank dedicated to providing quality customer service. The
Bank's business strategy has been to emphasize one- to four-family residential
mortgage lending and the Bank will continue to emphasize this type of lending.
Management, however, has determined to broaden the range of the Bank's products
and services to enhance profitability, consistent with safety and soundness. The
Bank has introduced additional products and services, such as debit cards and
internet banking. The Bank cannot assure you that it will successfully implement
its business strategy.

        Highlights of the Bank's business strategy are as follows:

        o       REMAINING A COMMUNITY ORIENTED INSTITUTION. The Bank was
                established in Brooklyn, New York in 1887, and has been
                operating continuously since that time. The Bank has been, and
                continues to be, committed to meeting the financial needs of the
                communities in which the Bank operates, and the Bank is
                dedicated to providing quality personal service to its
                customers. Although historically the Bank's principal business
                activity has been accepting deposits

                                       9
<PAGE>

                from the public and using those funds to originate one- to
                four-family mortgage loans, in recent years the Bank has been
                originating a wider variety of residential loan products to meet
                the needs of its customers. If such loans do not satisfy the
                Bank's criteria for retention in its loan portfolio, they
                generally can be sold in the secondary market.

        o       CONTINUING TO INCREASE THE BANK'S MULTI-FAMILY, COMMERCIAL REAL
                ESTATE AND CONSTRUCTION LENDING. Historically, the Bank has
                emphasized one- to four-family residential lending within its
                market area. While one- to four-family loan originations remain
                the Bank's predominant form of loans because of its expertise
                with this type of lending, in the past five years the Bank has
                emphasized the origination of loans secured by multi-family
                properties and commercial real estate and construction loans as
                a means of increasing its interest and fee income. Multi-family,
                commercial real estate and construction lending generally expose
                a lender to greater credit risk than loans secured by one- to
                four-family real estate. The repayment of multi-family,
                commercial real estate and construction loans depends upon the
                business and financial condition of the borrower and, in the
                case of construction loans, on the economic viability of
                projects financed. Consequently, the Bank, like other financial
                institutions, generally charges higher rates of interest for
                these types of loans compared to one- to four-family residential
                loans. The Bank has invested in a new loan servicing system and
                additional personnel to allow the Bank to service these types of
                loans more efficiently.

        o       INCREASING THE BANK'S REAL ESTATE LENDING CAPACITY. The
                additional capital raised in the offering will increase the
                Bank's lending capacity, including staffing, by enabling the
                Bank to originate more loans and loans with larger balances.
                This will permit the Bank to serve borrowers with larger lending
                needs and to originate larger loans than the Bank has originated
                in the past.

        o       UTILIZING THE NET PROCEEDS THE BANK RECEIVES IN THE OFFERING TO
                BETTER MANAGE ITS INTEREST RATE RISK AND GROW ITS ASSETS. With
                interest rates at historically low levels, the Bank has managed
                its interest rate risk by maintaining a significant percentage
                of its assets in short-term liquid assets, such as cash and cash
                equivalents, short-term investment securities and
                mortgage-related securities that provide significant cash flows.
                Management adopted this conservative investment philosophy
                because the Bank's ratio of equity to assets and its relatively
                small asset size did not provide management with the flexibility
                to invest in longer-term, higher yielding assets without
                incurring significant interest rate risk. Also, this strategy
                will position the Bank to reinvest its short-term liquid assets
                in higher yielding loans and investments once interest rates
                begin to rise. During the recent sustained period of declining
                interest rates, however, this strategy has generated less
                interest income than would have been generated if the Bank had
                invested in longer-term loans and investments.

                The net proceeds from the offering will increase the Bank's
                capital and provide management with greater flexibility to
                manage interest rate risk and increase the

                                       10
<PAGE>

                Bank's interest-earning assets, including its investment in
                longer-term, higher yielding loans and securities.

        o       FACILITATE GROWTH THROUGH DE NOVO BRANCHING. The Bank has
                established financial, geographic and other criteria to evaluate
                potential new branch offices in its market area. The Bank
                anticipates being able to use part of the net proceeds of the
                offering to finance the expansion of its branch network. While
                the Bank continues to review potential branch sites, there can
                be no assurance as to whether or when the Bank will open such
                offices.

        o       MAINTAINING HIGH ASSET QUALITY. The Bank has focused on
                improving and maintaining strong asset quality by following
                conservative underwriting criteria, and primarily originating
                loans secured by real estate. The Bank's ratio of non-performing
                assets to total assets at March 31, 2005 and September 30, 2004
                was 0.50% and less than 0.01%, respectively. However, the Bank's
                ratio of non-performing loans to total loans at March 31, 2005
                increased to 1.06% from 0.01% at September 30, 2004, due to an
                increase in classified loans as discussed below in "Net Loans"
                during the quarter ended March 31, 2005.

        Management believes that the allowance for loan losses as of $955,000
and $920,000 at March 31, 2005 and September 30, 2004, respectively, was
adequate.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2005 AND SEPTEMBER 30, 2004

        TOTAL ASSETS. Total assets increased by $64.0 million, or 20.7%, to
$372.8 million at March 31, 2005 from $308.8 million at September 30, 2004. This
increase was largely the result of the funds received from the stock
subscription and an increase in loans receivable, net, offset in part by a
decrease in securities held to maturity.

        CASH AND DUE FROM BANKS. Cash and due from banks increased by $64.7
million to $72.6 million at March 31, 2005 from $7.9 million at September 30,
2004. This increase in short-term liquidity was primarily due to the funds
received for the stock subscription and repayments of mortgage-backed securities
held in the Bank's investment portfolio, partially offset by cash used to fund
our net loan portfolio increase.

        SECURITIES. Securities investments decreased $12.1 million, or 10.0%, to
$109.1 million at March 31, 2005, from $121.2 million at September 30, 2004.
This decrease was due to repayments on the Bank's mortgage-backed securities of
$14.6 million, partially offset by purchases of $2.9 million during the six
months ended March 31, 2005.

        NET LOANS. Net loans increased $11.5 million, or 7.1%, to $174.5 million
at March 31, 2005 from $163.0 million at September 30, 2004, primarily due to a
$12.1 million increase in commercial real estate loans and a $3.0 million
increase in construction loans. This growth was offset in part by a $2.6 million
decrease in one-to four-family residential mortgage loans and an $868,000
decrease in multi-family residential mortgage loans.

        As of March 31, 2005, non-accrual loans totaled $1.9 million,
representing one commercial real estate loan secured by a first lien on
waterfront industrial property in Whitestone, New York. The property was
appraised on February 23, 2005 for $18.2 million.

                                       11
<PAGE>

Currently, the borrower has been served with notice of foreclosure and we are
proceeding with the foreclosure action. Due to the value of the collateral, we
do not anticipate any loss on this loan.

        Three additional loans, with the same borrower aggregating $3.7 million,
were on non-accrual status as of May 12, 2005. A commercial construction loan in
the amount of $1.5 million and a $1.9 million commercial real estate loan are
secured by a first and second lien on a hotel in Suffolk County, New York that
had an appraised value of $4.3 million in December 2002. A more recent appraisal
dated December 3, 2004, prepared for another financial institution, indicates a
value of $5.4 million. The third loan is a $300,000 mortgage loan on the
principal's personal residence. All three loans were classified as substandard
as of March 31, 2005 and were subsequently placed on non-accrual status.

        DEPOSITS. Deposits increased by $5.5 million, or 2.1%, to $262.0 million
at March 31, 2005, from $256.6 million at September 30, 2004. The Bank believes
the increase was primarily attributable to deposits being made in anticipation
of our stock subscription offering.

        BORROWED FUNDS. Funds borrowed from the Federal Home Loan Bank of New
York increased by $957,000, or 9.4%, to $11.2 million at March 31, 2005, from
$10.2 million at September 30, 2004. During the six months ended March 31, 2005,
the Bank increased its longer-term borrowings to fund asset growth.

        RETAINED EARNINGS. Retained earnings increased by $1.8 million or 4.9%,
to $38.4 million at March 31, 2005, from $36.6 million at September 30, 2004.
This increase was the result of net income of $1.8 million during the six months
ended March 31, 2005.

        LIQUIDITY AND CAPITAL RESOURCES. The Bank maintains liquid assets at
levels it considers adequate to meet its liquidity needs. The Bank adjusts its
liquidity levels to fund deposit outflows, pay real estate taxes on mortgage
loans, repay its borrowings and to fund loan commitments. The Bank also adjusts
liquidity as appropriate to meet asset and liability management objectives.

        The Bank's primary sources of liquidity are deposits, amortization and
prepayment of loans and mortgage-backed securities, maturities of investment
securities and other short-term investments, and earnings and funds provided
from operations, as well as access to Federal Home Loan Bank advances. While
scheduled principal repayments on loans and mortgage-backed securities are a
relatively predictable source of funds, deposit flows and loan prepayments are
greatly influenced by market interest rates, economic conditions, and rates
offered by the Bank's competition. The Bank sets the interest rates on its
deposits to maintain a desired level of total deposits. In addition, the Bank
invests excess funds in short-term interest-earning assets, which provide
liquidity to meet lending requirements.

        A significant portion of the Bank's liquidity consists of cash and cash
equivalents, which are a product of its operating, investing and financing
activities. At March 31, 2005, $72.6 million of the Bank's assets were invested
in cash and cash equivalents, including $55.7 million in subscription proceeds
received in connection with the stock offering. Approximately $30.5 million of
the subscription proceeds were returned to subscribers in April 2005. The
balance of the funds raised in connection with the stock offering were $3.2
million purchased

                                       12
<PAGE>

by the Bank's Employee Stock Ownership Plan and $11.3 million from depositors
who funded their stock purchases with funds held in deposit accounts at the
Bank. The Bank's primary recurring sources of cash are principal repayments on
loans, proceeds from the calls and maturities of investment securities,
principal repayments of mortgage-backed securities and increases in deposit
accounts. Currently, the Bank sells longer-term mortgage loans, and the Bank
syndicates and sells participation interests in portions of its multi-family,
commercial real estate and construction loans. Such activity is expected to
continue so long as it meets the Bank's operational and financial needs. In
addition, the Bank invests excess funds in short-term interest-earning assets
and other assets, which provide liquidity to meet the Bank's lending
requirements. Certificates of deposit and short-term investment securities
(maturing in less than three years) totaled $9.8 million at March 31, 2005. As
of March 31, 2005, the Bank had $11.2 million in borrowings outstanding from the
Federal Home Loan Bank of New York and the Bank has access to additional Federal
Home Loan Bank advances.

        At March 31, 2005, the Bank had $43.5 million in loan commitments
outstanding, which included $19.1 million in undisbursed construction loans,
$1.1 million in unused home equity lines of credit, $4.8 million in commercial
mortgage lines of credit and $18.5 million to originate primarily multi-family
and nonresidential mortgage loans. Certificates of deposit due within one year
of March 31, 2005 totaled $63.8 million, or 53.9% of certificates of deposit.
The large percentage of certificates of deposits that mature within one year
reflects customers' hesitancy to invest their funds for long periods in the
current low interest rate environment. If these maturing deposits do not remain
with the Bank, the Bank will be required to seek other sources of funds,
including other certificates of deposit and borrowings. Depending on market
conditions, the Bank may be required to pay higher rates on such deposits or
other borrowings than the Bank currently pays on the certificates of deposit due
on or before March 31, 2006. Management believes, however, based on past
experience, that a significant portion of its certificates of deposit will
remain with the Bank. The Bank has the ability to attract and retain deposits by
adjusting the interest rates offered.

        The Company completed its stock offering on April 5, 2005, raising $39.7
million in gross proceeds and approximately $38.0 million in net proceeds. The
Company issued a total of 3,967,500 shares of its common stock to public
stockholders and 9,257,500 shares of its common stock to its parent, BFS
Bancorp, MHC. The offering proceeds have been invested on a short-term basis in
liquid investments, namely, certificates of deposits, FHLB term deposits and
FHLB overnight investments. On a longer-term basis, the Company anticipates
deploying a portion of the offering proceeds in longer-term securities and
funding new loans, although no assurance can be given that the Company will be
able to effectively deploy the offering proceeds.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND
2004

        NET INCOME. Net income increased $46,000, or 5.6%, to $870,000 for the
three months ended March 31, 2005 from $824,000 for the three months ended March
31, 2004. The increase was primarily the result of a $121,000 increase in the
Bank's net interest income, an increase of $27,000 in non-interest income and a
decrease of $31,000 in the provision for income taxes, which was partially
offset by an increase in non-interest expense of $119,000.

                                       13
<PAGE>

        NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES. Net interest
income before provision for loan losses increased by $121,000 to $2.8 million
for the three months ended March 31, 2005 from $2.7 million for the three months
ended March 31, 2004. The increase in net interest income resulted primarily
from the increased average balances of interest-earning assets offset in part by
a 13 basis points decrease in the Bank's net interest rate spread to 3.45% for
the three months ended March 31, 2005 from 3.58% for the three months ended
March 31, 2004. The Bank's net interest margin decreased 3 basis points to 3.69%
in the current quarter from 3.72% a year earlier.

        INTEREST INCOME. Interest income increased $289,000, or 7.8%, to $4.0
million for the three months ended March 31, 2005 from $3.7 million for the
three months ended March 31, 2004. Interest income on loans increased by
$148,000, or 5.5%, to $2.8 million for the three months ended March 31, 2005
from $2.7 million for the three months ended March 31, 2004. The primary reasons
for the increase in interest income on loans were a $169,000 increase in
construction loan income and a $136,000 increase in commercial real estate loan
income, offset in part by a decrease in our residential mortgage loan income of
$155,000. The average balance of the loan portfolio increased by $12.6 million
to $168.6 million for the three months ended March 31, 2005 from $156.0 million
for the three months ended March 31, 2004. The average yield on loans decreased
17 basis points to 6.73% for the three months ended March 31, 2005 from 6.90%
for the three months ended March 31, 2004. Interest income on investment
securities and other interest-earning assets increased by $141,000, or 14.0%, to
$1.2 million for the three months ended March 31, 2005 from $1.0 million for the
three months ended March 31, 2004. The increase in interest income on investment
securities and other interest-earning assets was primarily due to a $2.6 million
increase in average balances to $138.0 million for the three months ended March
31, 2005 from $135.4 million for the three months ended March 31, 2004 and a 36
basis point increase in yield to 3.34% for the three months ended March 31, 2005
from 2.98% for the three months ended March 31, 2004.

        INTEREST EXPENSE. Interest expense increased $168,000 to $1.2 million
for the three months ended March 31, 2005 from $1.0 million for the three months
ended March 31, 2004. The increase was primarily the result of a $126,000
increase in interest expense on deposits and a $42,000 increase in interest
expense on borrowed funds, primarily reflecting an increase in the average cost
of 26 basis points to 1.76% for the three months ended March 31, 2005 from 1.50%
for the three months ended March 31, 2004.

        PROVISION FOR LOAN LOSSES. The Bank's provision for loan losses was
$22,000 for the three months ended March 31, 2005 and $8,000 for the three
months ended March 31, 2004. Loans in non-accrual status were $1.9 million as of
March 31, 2005 and $13,000 as of March 31, 2004. The allowance for loan losses
as of March 31, 2005 represented 0.54% of total loans, compared to 0.57% of
total loans as of March 31, 2004.

        NON-INTEREST INCOME. Non-interest income increased by $27,000, or 6.1%,
to $472,000 for the three months ended March 31, 2005 from $445,000 for the
three months ended March 31, 2004. The increase was primarily the result of a
$54,000 increase in loan fee income from loan syndications and a $19,000
increase in loan servicing fees, offset in part by decreases of $8,000 in
banking fees, $8,000 in gains on sale of loans held-for-sale and $30,000 in
other miscellaneous fees.

        NON-INTEREST EXPENSE. Non-interest expense increased by $119,000, or
6.9%, to $1.8 million for the three months ended March 31, 2005 from $1.7
million for the three months ended March 31, 2004. The increase resulted
primarily from a $112,000 increase in

                                       14
<PAGE>

compensation and fringe benefits, which included $51,000 related to increased
expense for the Supplemental Executive Retirement Plan, $19,000 for the employee
pension plan and $49,000 in salary costs for new employees and increases in base
salaries for certain officers and employees.

        INCOME TAXES. Income tax expense decreased $31,000, or 5.3%, to $559,000
for the three months ended March 31, 2005 from $590,000 for the three months
ended March 31, 2004. The decrease resulted primarily from the reduction in our
effective tax rate from 41.7% in 2004 to 39.1% in 2005.

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED MARCH 31, 2005 AND
2004.

        NET INCOME. Net income decreased $96,000, or 5.0%, to $1.8 million for
the six months ended March 31, 2005 from $1.9 million for the six months ended
March 31, 2004. The decrease was primarily the result of a $125,000 decrease in
the Bank's net interest income and an increase of $308,000 in non-interest
expense, which was offset in part by an increase in non-interest income of
$213,000 and a decrease of $136,000 in the provision for income taxes.

        NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES. Net interest
income before provision for loan losses decreased by $125,000 to $5.7 million
for the six months ended March 31, 2005 from $5.8 million for the six months
ended March 31, 2004. The decrease in net interest income resulted primarily
from a 31 basis points decrease in the Bank's net interest rate spread to 3.58%
for the six months ended March 31, 2005 from 3.89% for the six months ended
March 31, 2004. The Bank's net interest margin decreased 25 basis points to
3.78% in the current six-month period from 4.03% in the prior period.

        INTEREST INCOME. Interest income increased $93,000, or 1.2%, to $7.9
million for the six months ended March 31, 2005 from $7.8 million for the six
months ended March 31, 2004. Interest income on investment securities and other
interest-earning assets increased by $295,000, or 15.7%, to $2.2 million for the
six months ended March 31, 2005 from $1.9 million for the six months ended March
31, 2004. The increase in interest income on investment securities and other
interest-earning assets was primarily due to a $3.7 million increase in average
balances to $135.1 million for the six months ended March 31, 2005 from $131.4
million for the six months ended March 31,2004 and a 36 basis point increase in
yield to 3.23% for the six months ended March 31, 2005 from 2.87% for the six
months ended March 31, 2004. Interest income on loans decreased by $202,000, or
3.4%, to $5.8 million for the six months ended March 31, 2005 from $6.0 million
for the six months ended March 31, 2004. The primary reasons for the decrease in
interest income on loans of $494,000 was due to a decrease of $389,000 in
prepayment penalty income and the reversal of $74,000 of interest income
associated with non-accrual loans as of March 31, 2005. This decrease in
interest income on loans was offset in part by increases in interest income on
commercial loans and construction loans of $260,000 and $36,000, respectively.

        INTEREST EXPENSE. Interest expense increased $218,000 to $2.2 million
for the six months ended March 31, 2005 from $2.0 million for the six months
ended March 31, 2004. The increase was primarily the result of a $165,000
increase in interest expense on deposits and a $53,000 increase in interest
expense on borrowed funds, reflecting a 15 basis point increase in the average
cost of such deposits and borrowings.

                                       15
<PAGE>

        PROVISION FOR LOAN LOSSES. The Bank's provision for loan losses was
$36,000 for the six months ended March 31, 2005 and $24,000 for the six months
ended March 31, 2004. Loans in non-accrual status were $1.9 million as of March
31, 2005 and $13,000 as of March 31, 2004. See discussion on non-accrual loans
in the "--Comparison of Financial Condition at March 31, 2005 and September 30,
2004." The allowance for loan losses as of March 31, 2005 represented 0.54% of
total loans, compared to 0.57% of total loans as of March 31, 2004.

        NON-INTEREST INCOME. Non-interest income increased by $213,000, or
24.7%, to $1.1 million for the six months ended March 31, 2005 from $862,000 for
the six months ended March 31, 2004. The increase was primarily the result of a
$205,000 increase in loan fee income from loan syndications and a $50,000
increase in loan servicing fees, offset in part by decreases of $29,000 in gains
on sale of loans held-for-sale and $12,000 in other miscellaneous fees.

        NON-INTEREST EXPENSE. Non-interest expense increased by $308,000, or
8.8%, to $3.8 million for the six months ended March 31, 2005 from $3.5 million
for the six months ended March 31, 2004. The increase resulted primarily from a
$164,000 increase in compensation and fringe benefits, which included $53,000
related to increased expense for the Supplemental Executive Retirement Plan,
$40,000 for the employee pension plan and $99,000 in salary costs for new
employees and increases in base salaries for certain officers and employees,
offset in part by a $28,000 decrease in other employee expenses. There was a
$144,000 increase in other operating expenses primarily due to an increase in
our data processing service bureau expense of $100,000, audit and examination
expenses of approximately $35,000 and internet banking expenses of $21,000,
offset in part by a $12,000 decrease in other banking service related expenses.

        INCOME TAXES. Income tax expense decreased $136,000, or 11.0%, to $1.1
million for the six months ended March 31, 2005 from $1.2 million for the six
months ended March 31, 2004. The decrease resulted primarily from the $232,000
reduction in pre-tax income in 2005 compared to 2004 and the lower effective tax
rate of 37.6% for the six months ended March 31, 2005 compared to 39.2% for the
same period in 2004.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The majority of the Bank's assets and liabilities are monetary in
nature. Consequently, the Bank's most significant form of market risk is
interest rate risk. The Bank's assets, consisting primarily of mortgage loans,
have longer maturities than the Bank's liabilities, consisting primarily of
deposits. As a result, a principal part of the Bank's business strategy is to
manage interest rate risk and reduce the exposure of its net interest income to
changes in market interest rates. Accordingly, the Bank's board of directors has
approved guidelines for managing the interest rate risk inherent in its assets
and liabilities, given the Bank's business strategy, operating environment,
capital, liquidity and performance objectives. Senior management monitors the
level of interest rate risk on a regular basis and the audit committee of the
board of directors meets as needed to review the Bank's asset/liability policies
and interest rate risk position.

                                       16
<PAGE>

        The Bank has sought to manage its interest rate risk in order to
minimize the exposure of its earnings and capital to changes in interest rates.
During the low interest rate environment that has existed in recent years, the
Bank has implemented the following strategies to manage its interest rate risk:
(i) maintaining a high level of short-term liquid assets invested in cash and
cash equivalents, short-term securities and mortgage-related securities that
provide significant cash flows; (ii) generally selling longer-term mortgage
loans; and (iii) lengthening the average term of the Bank's certificates of
deposit. By investing in short-term, liquid instruments, the Bank believes it is
better positioned to react to increases in market interest rates. However,
investments in shorter-term securities and cash and cash equivalents generally
bear lower yields than longer-term investments. Thus, during the recent
sustained period of declining interest rates, the Bank's strategy of investing
in liquid instruments has resulted in lower levels of interest income than would
have resulted from investing in longer-term loans and investments. The net
proceeds from the offering increased the Bank's capital and provided management
with greater flexibility to manage its interest rate risk. In particular,
management intends to leverage the capital the Bank received to increase its
interest-earning assets. Management intends to lengthen the maturity of the
Bank's earning assets as interest rates increase, which in turn should result in
a higher yielding portfolio of interest-earning assets. There have been no
material changes in the Bank's interest rate risk since September 30, 2004.

ITEM 4.   CONTROLS AND PROCEDURES

        An evaluation was performed under the supervision and with the
participation of the Bank's management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Bank's disclosure controls and procedures (as defined in Rule 13a-15(e) or
15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as
of March 31, 2005. Based on such evaluation, the Bank's Chief Executive Officer
and Chief Financial Officer, have concluded that the Bank's disclosure controls
and procedures are designed to ensure that information required to be disclosed
by the Bank in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and regulations and are operating in
an effective manner.

        No change in the Bank's internal controls over financial reporting (as
defined in Rules 13a-15(f) or 15(d)-15(f) under the Securities Exchange Act of
1934) occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Bank's internal
control over financial reporting.


                                       17
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

        There are no material pending legal proceedings to which the Company or
its subsidiaries is a party other than ordinary routine litigation incidental to
their respective businesses.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        The Company completed its stock offering on April 5, 2005, raising $39.7
million in gross proceeds and approximately $38.0 million in net proceeds. The
Company issued a total of 3,967,500 shares of its common stock to public
stockholders and 9,257,500 shares of its common stock to its parent, BFS
Bancorp, MHC. The offering proceeds have been invested on a short-term basis in
liquid investments, namely, certificates of deposits, FHLB term deposits and
FHLB overnight investments. On a longer-term basis, the Company anticipates
deploying a portion of the offering proceeds in longer-term securities and
funding new loans, although no assurance can be given that the Company will be
able to effectively deploy the offering proceeds.

        The Company's registration statement (File No. 333-121580) was declared
effective by the SEC on February 11, 2005.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

        None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None

ITEM 5.   OTHER INFORMATION

        None

ITEM 6.   EXHIBITS

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

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

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

        32.2    Certification of Chief Financial Officer Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.


                                       18
<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.


                                        BROOKLYN FEDERAL BANCORP, INC.
                                        (Registrant)


Date: May 16, 2005                      /s/ Angelo Di Lorenzo
                                        ----------------------------------------
                                        Angelo J. Di Lorenzo
                                        Chief Executive Officer and President



Date:  May 16, 2005                     /s/ Richard A. Kielty
                                        ----------------------------------------
                                        Richard A. Kielty
                                        Executive Vice President and
                                        Chief Financial Officer



                                       19