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 June 30, 2008
                                       OR
[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

         For the transition period from _______________ to  ___________________

                          Commission File No. 001-52751

                         FSB Community Bankshares, Inc.
                         ------------------------------
             (Exact name of registrant as specified in its charter)

                  United States                                 74-3164710
         -------------------------------                   ---------------------
         (State or other jurisdiction of                    (I.R.S. Employer
          incorporation or organization)                  Identification Number)

        45 South Main Street, Fairport, New York                     14450
        ----------------------------------------                     -----
        (Address of Principal Executive Offices)                    Zip Code

                                 (585) 223-9080
                                 --------------
                         (Registrant's telephone number)


                                       N/A
             -------------------------------------------------------
          (Former name or former address, if changed since last report)

     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
requirements for the past 90 days. YES X  NO    .
                                      ---   ---

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated  filer, a non-accelerated  filer, or a smaller reporting company.
See the  definitions  of "large  accelerated  filer,"  "accelerated  filer"  and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)

           Large accelerated filer   [ ]        Accelerated filer          [ ]
           Non-accelerated filer     [ ]        Smaller reporting company  [X]
     (Do not check if smaller reporting company)

     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 August  13,  2008  there were  1,785,000  shares of the  Registrant's
common stock, par value $0.10 per share, outstanding, 946,050 of which were held
by FSB Community Bankshares, MHC, the Registrant's mutual holding company.


<PAGE>


                         FSB Community Bankshares, Inc.
                                    FORM 10-Q

                                      Index
                                      -----
<TABLE>
<CAPTION>

                                                                                                Page
                                                                                                ----
                          Part I. Financial Information


<S>               <C>                                                                             <C>
Item 1.           Consolidated Financial Statements (unaudited)

                  Consolidated Balance Sheets as of June 30, 2008
                  and December 31, 2007                                                           1

                  Consolidated Statements of Operations for the Three Months Ended
                  June 30, 2008 and 2007                                                          2

                  Consolidated Statements of Operations for the Six Months Ended
                  June 30, 2008 and 2007                                                          3

                  Consolidated Statements of Stockholders' Equity for the Six Months Ended
                  June 30, 2008 and 2007                                                          4

                  Consolidated Statements of Cash Flows for the Six Months Ended
                  June 30, 2008 and 2007                                                          5

                  Notes to Consolidated Financial Statements                                      7

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                      10

Item 3.           Quantitative and Qualitative Disclosures about Market Risk                     19

Item 4.           Controls and Procedures                                                        19

                           Part II. Other Information

Item 1.           Legal Proceedings                                                              20

Item 1A.          Risk Factors                                                                   20

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds                    20

Item 3.           Defaults upon Senior Securities                                                20

Item 4.           Submission of Matters to a Vote of Security Holders                            20

Item 5.           Other Information                                                              21

Item 6.           Exhibits                                                                       21

                  Signature Page                                                                 22

</TABLE>


<PAGE>


                          Part I. Financial Information

Item 1.  Consolidated Financial Statements

                         FSB COMMUNITY BANKSHARES, INC.

                           Consolidated Balance Sheets
                 June 30, 2008 and December 31, 2007 (unaudited)
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                                 June 30,                 December 31,
                                 Assets                                           2008                        2007
                                                                          ----------------------    -----------------------
<S>                                                                       <C>                       <C>
Cash and due from banks                                                   $               1,362     $                1,159
Interest-earning demand deposits                                                          3,705                      8,285
                                                                          ----------------------    -----------------------
     Cash and Cash Equivalents                                                            5,067                      9,444

Securities available for sale                                                            42,765                        244
Securities held to maturity (fair value 2008 - $11,374, 2007- $28,597)                   11,394                     28,550
Investment in FHLB stock                                                                  2,293                      1,405
Loans receivable, net of allowance for loan losses of: 2008 - $327,
     2007 - $319                                                                        131,869                    124,326
Accrued interest receivable                                                               1,088                        872
Premises and equipment, net                                                               2,414                      2,525
                                                                                            262                        264
                                                                          ----------------------    -----------------------
                       Total Assets                                       $             197,152     $              167,630
                                                                          ======================    =======================
                                 Liabilities & Stockholders' Equity

Deposits:
     Non-interest-bearing                                                 $               3,399     $                3,169
     Interest-bearing                                                                   125,764                    115,989
                                                                          ----------------------    -----------------------
            Total Deposits                                                              129,163                    119,158

Borrowings                                                                               45,058                     25,581
Advances from borrowers for taxes and insurance                                           2,478                      1,898
Other liabilities                                                                           598                        844
                                                                          ----------------------    -----------------------
                       Total Liabilities                                                177,297                    147,481
                                                                          ----------------------    -----------------------
                                 Stockholders' Equity

Preferred Stock- no par- 1,000,000 shares authorized;
no shares issued and outstanding                                                             -                          -
Common Stock- $0.10 par value - 10,000,000 shares authorized;
  1,785,000 shares issued and outstanding                                                  179                        179
Additional paid-in-capital                                                               7,289                      7,293
Retained earnings                                                                       13,128                     13,224
Accumulated other comprehensive income (loss)                                              (94)                       118
Unearned ESOP shares - at cost                                                            (647)                      (665)
                                                                          ----------------------    -----------------------
                       Total Stockholders' Equity                                       19,855                     20,149
                                                                          ----------------------    -----------------------
                       Total Liabilities and Stockholders' Equity         $            197,152      $             167,630
                                                                          ======================    =======================

See accompanying notes to consolidated financial statements
</TABLE>
                                       1
<PAGE>

                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Operations
              Three Months Ended June 30, 2008 and 2007 (unaudited)
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                                For the Three Months
                                                                                  Ended June 30,
                                                                            2008                2007
                                                                       ---------------      -------------
<S>                                                                    <C>                  <C>
Interest and Dividend Income
    Loans                                                              $    1,847           $    1,782
    Securities - taxable                                                      370                  242
    Mortgage-backed securities                                                302                   64
    Other                                                                      16                   41
                                                                       ---------------      -------------
                 Total Interest and Dividend Income                         2,535                2,129
                                                                       ---------------      -------------

Interest expense
    Deposits                                                                1,065                1,064
    Borrowings                                                                431                  255
                                                                       ---------------      -------------
                Total Interest Expense                                      1,496                1,319
                                                                       ---------------      -------------
                Net Interest Income                                         1,039                  810
Provision for Loan Losses                                                       6                    -
                                                                       ---------------      -------------
                Net Interest Income After Provision
                   for Loan Losses                                          1,033                  810
                                                                       ---------------      -------------
Other Income
    Service fees                                                               24                   25
    Fee income                                                                 39                   20
    Other                                                                      68                   33
                                                                       ---------------      -------------
                Total Other Income                                            131                   78
                                                                       ---------------      -------------
Other Expenses
     Salaries and employee benefits                                           547                  549
     Occupancy expense                                                        114                  109
     Data processing costs                                                     25                   29
     Advertising                                                               88                   60
     Equipment expense                                                         80                   84
     Electronic banking                                                        17                   14
     Directors fees                                                            31                   24
     Mortgage fees and taxes                                                   66                   47
     Other expense                                                            182                  147
                                                                       ---------------      -------------
               Total Other Expenses                                         1,150                 1,063
                                                                       ---------------      -------------
               Income (Loss) Before Income Taxes                               14                  (175)

               Provision (Benefit) for Income Taxes                             4                   (63)
                                                                       ---------------      -------------
               Net Income (Loss)                                       $       10           $      (112)
                                                                       ===============      =============
               Earnings (Loss) per common share                        $     0.01           $     (0.12)
                                                                       ===============      =============

See accompanying notes to consolidated financial statements
</TABLE>
                                       2

<PAGE>

                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Operations
               Six Months Ended June 30, 2008 and 2007 (unaudited)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                             2008              2007
                                                                       ----------------   ---------------
<S>                                                                    <C>                <C>
Interest and Dividend Income
    Loans                                                              $    3,664         $        3,575
    Securities - taxable                                                      683                    477
    Mortgage-backed securities                                                504                    123
    Other                                                                      90                     47
                                                                       ----------------   ---------------
                 Total Interest and Dividend Income                         4,941                  4,222
                                                                       ----------------   ---------------
Interest expense
    Deposits                                                                2,207                  2,027
    Short Term Borrowings                                                       -                     29
    Long Term Borrowings                                                      809                    516
                                                                       ----------------   ---------------
                 Total Interest Expense                                     3,016                  2,572
                                                                       ----------------   ---------------
                 Net Interest Income                                        1,925                  1,650

Provision for Loan Losses                                                       6                      -
                                                                       ----------------   ---------------
                 Net Interest Income After Provision
                   for Loan Losses                                          1,919                  1,650
                                                                       ----------------   ---------------
Other Income
    Service fees                                                               48                     49
    Fee income                                                                 54                     42
    Other                                                                     123                     68
                                                                       ----------------   ---------------
                 Total Other Income                                           225                    159
                                                                       ----------------   ---------------
Other Expenses
     Salaries and employee benefits                                         1,184                  1,173
     Occupancy expense                                                        228                    216
     Data processing costs                                                     41                     53
     Advertising                                                              149                    162
     Equipment expense                                                        165                    178
     Electronic banking                                                        35                     21
     Directors fees                                                            57                     53
     Mortgage fees and taxes                                                   96                     71
     Other expense                                                            339                    267
                                                                       ----------------   ---------------
                 Total Other Expenses                                       2,294                  2,194
                                                                       ----------------   ---------------
                 Loss Before Income Taxes                                    (150)                  (385)

                 Income Tax (Benefit)                                         (54)                  (138)
                                                                       ----------------   ---------------
                 Net Loss                                              $      (96)        $         (247)
                                                                       ================   ---------------
                 Loss per common share                                 $    (0.06)        $        (0.26)
                                                                       ================   ===============

See accompanying notes to consolidated financial statements
</TABLE>
                                       3

<PAGE>

                         FSB COMMUNITY BANKSHARES, INC.

                 Consolidated Statements of Stockholders' Equity
               Six Months Ended June 30, 2008 and 2007 (unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                     Accumulated
                                                      Additional                       Other            Unearned
                                           Common       Paid in        Retained      Comprehensive        ESOP
                                            Stock       Capital        Earnings      Income (Loss)       Shares       Total
                                         -----------  ------------  -------------   ----------------  -----------  -----------

<S>                                      <C>          <C>           <C>             <C>              <C>           <C>
Balance - January 1, 2007                $        -   $        10   $    13,505     $         355     $        -   $   13,870

    Comprehensive loss:
        Net loss                                  -             -          (247)                -              -         (247)
        Change in net unrealized gain
            on securities available
            for sale, net of taxes                -             -             -               (44)             -          (44)
                                                                                                                   -----------
        Total Comprehensive Loss                  -             -             -                 -              -         (291)
                                         -----------  ------------  -------------   ----------------  -----------  -----------
Balance - June 30, 2007                  $        -   $        10   $    13,258     $         311     $        -   $   13,579
                                         ===========  ============  =============   ================  ===========  ===========
Balance - January 1, 2008                $      179   $     7,293   $    13,224     $         118     $     (665)  $   20,149

        Comprehensive loss:
        Net loss                                  -             -           (96)                -              -          (96)
        Change in net unrealized
            gain (loss) on securities
            available for sale, net of
            taxes                                 -             -             -              (212)             -         (212)
                                                                                                                   -----------
        Total Comprehensive Loss                                                                                         (308)
                                                                                                                   -----------
       ESOP shares committed to
            be released                           -            (4)            -                 -             18           14
                                         -----------  ------------  -------------   ----------------  -----------  -----------
Balance - June 30, 2008                  $      179   $     7,289   $    13,128     $         (94)    $     (647)  $   19,855
                                         ===========  ============  =============   ================  ===========  ===========
See accompanying notes to consolidated financial statements

</TABLE>
                                       4

<PAGE>

                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Cash Flows
          Six Months Ended June 30, 2008 and 2007 (unaudited) (Dollars
                                  in thousands)
<TABLE>
<CAPTION>


                                                                                       2008               2007
                                                                                -----------------   -----------------
<S>                                                                             <C>                 <C>
Cash Flows From Operating Activities
   Net Loss                                                                     $           (96)    $          (247)
   Adjustments to reconcile net loss to net cash used by
   operating activities:
         Net amortization of premiums and discounts on investments                          162                  15
         Gain on sale of loans                                                               (7)                  -
         Amortization of net deferred loan origination fees                                 (12)                (13)
         Depreciation and amortization                                                      134                 151
         Provision for loan losses                                                            6                   -
         Expense related to stock-based compensation plans                                   14                   -
         Deferred income tax benefit                                                        (35)                (23)
         Decrease (increase) in accrued interest receivable                                (216)                 65
         Derease (increase) in other assets                                                   6                (543)
         Decrease in other liabilities                                                     (107)               (175)
                                                                                -----------------   -----------------
                        Net Cash Used By Operating Activities                              (151)               (770)
                                                                                -----------------   -----------------
Cash Flows From Investing Activities
   Purchase of securities held to maturity                                               (3,001)             (5,000)
   Proceeds from maturities and calls of securities held to maturity                     18,988               3,200
   Proceeds from principal paydowns of securities held to maturity                        1,149                 763
   Purchase of securities available for sale                                            (49,948)                  -
   Proceeds from maturities and calls of securities available for sale                    5,500                   -
   Proceeds from principal paydowns of securities available for sale                      1,462                   -
   Net (increase) decrease in loans                                                      (9,154)                264
   Proceeds from sales of loans                                                           1,627                 411
   Purchase (redemption) of Federal Home Loan Bank stock                                   (888)                339
   Purchase of premises and equipment                                                       (23)               (646)
                                                                                -----------------   -----------------
                        Net Cash Used By Investing Activities                           (34,288)               (669)
                                                                                -----------------   -----------------
Cash Flows From Financing Activities
   Net increase in deposits                                                              10,005              16,584
   Net decrease in short term borrowings                                                      -              (4,200)
   Proceeds from borrowings                                                              21,500                   -
   Repayments on borrowings                                                              (2,023)             (3,867)
   Net increase in advances from borrowers
      for taxes and insurance                                                               580                 486
                                                                                -----------------   -----------------
                        Net Cash Provided By Financing Activities                        30,062               9,003
                                                                                -----------------   -----------------
                        Net Increase (Decrease) in Cash
                                and Cash Equivalents                                     (4,377)              7,564

Cash and Cash Equivalents- Beginning                                                      9,444               2,182
                                                                                -----------------   -----------------
Cash and Cash Equivalents- End                                                  $         5,067     $         9,746
                                                                                =================   =================

</TABLE>
                                       5
<PAGE>

                         FSB COMMUNITY BANKSHARES, INC.

                Consolidated Statements of Cash Flows, Continued

<TABLE>
<CAPTION>
                                                                                      2008               2007
                                                                                -----------------   -----------------

<S>                                                                             <C>                 <C>
Supplementary Cash Flows Information

   Interest paid                                                                $         3,089     $         2,576
                                                                                =================   =================
   Income taxes paid                                                            $             -     $              1
                                                                                =================   =================
See accompanying notes to consolidated financial statements

</TABLE>

                                       6


<PAGE>


Notes to Consolidated Financial Statements

Note 1-Basis of Presentation

The accompanying  unaudited  consolidated  financial statements of FSB Community
Bankshares,  Inc., and its wholly owned  subsidiary  (the  "Company")  have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America for interim financial  information and the instructions
to Form  10-Q.  Accordingly,  they do not  include  all of the  information  and
footnotes  necessary  for a  complete  presentation  of  consolidated  financial
position,  results of  operations,  and cash flows in conformity  with generally
accepted accounting principles.  In the opinion of management,  all adjustments,
consisting  of  normal  recurring  accruals,  considered  necessary  for a  fair
presentation have been included.

The unaudited consolidated financial statements and "Management's Discussion and
Analysis of Financial  Condition  and Results of  Operations"  should be read in
conjunction with the Company's audited financial  statements for the years ended
December 31, 2007 and 2006,  included in the Annual  Report filed on Form 10-KSB
with the Securities and Exchange Commission ("SEC") on March 31, 2008.

Operating  results for the six months  ended June 30,  2008 are not  necessarily
indicative of the results that may be expected for the year ending  December 31,
2008.

The consolidated financial statements at June 30, 2008 and December 31, 2007 and
for the three and six months  ended June 30, 2008 and 2007  include the accounts
of the Company,  Fairport Savings Bank (the "Bank") and the Bank's  wholly-owned
subsidiary, Oakleaf Services Corporation ("Oakleaf"). All inter-company balances
and  transactions  have been eliminated in  consolidation.  Certain amounts from
prior  periods have been  reclassified,  when  necessary,  to conform to current
period presentation.


Note 2-Fair Value Accounting

In  September  2006,  the FASB  issued  FASB  Statement  No.  157,  "Fair  Value
Measurements"  ("SFAS 157"),  which defines fair value,  establishes a framework
for measuring  fair value under GAAP, and expands  disclosures  about fair value
measurements.  SFAS 157 applies to other accounting  pronouncements that require
or permit fair value  measurements.  The Company  adopted SFAS 157 on January 1,
2008.

                                       7

<PAGE>


SFAS 157  establishes  a fair value  hierarchy  that  prioritizes  the inputs to
valuation  methods used to measure fair value.  The hierarchy  gives the highest
priority to unadjusted  quoted prices in active markets for identical  assets or
liabilities  (Level 1  measurements)  and the lowest  priority  to  unobservable
inputs  (Level 3  measurements).  The three  levels of the fair value  hierarchy
under SFAS 157 are as follows:

     Level 1: Unadjusted quoted prices in active markets that are accessible at
     the measurement date for identical unrestricted assets or liabilities.

     Level 2: Quoted prices in markets that are not active, or inputs that are
     observable either directly or indirectly, for substantially the full term
     of the asset or liability.

     Level 3: Prices or valuation techniques that require inputs that are both
     significant to the fair value measurement and unobservable (i.e. supported
     with little or no market activity).

An asset's or liability's  level within the fair value hierarchy is based on the
lowest level of input that is significant to the fair value measurement.

For  assets  measured  at fair  value  on a  recurring  basis,  the  fair  value
measurements  by level  within the fair value  hierarchy  used are as follows at
June 30, 2008:
<TABLE>
<CAPTION>

                (In Thousands)                       Total           Level 1         Level 2       Level 3
                                                     -----           -------         -------       -------

<S>                                               <C>              <C>             <C>            <C>
        Securities available for sale             $   42,765       $       -       $   42,765     $      -
                                                  ==========       =========       ==========     ========
</TABLE>

The fair values for available-for-sale  securities in the table above were based
upon a market  approach.  Securities that are fixed income  instruments that are
not  quoted on an  exchange,  but are  traded in active  markets,  are  obtained
through third party data service providers or dealer market  participants  which
the Company has  historically  transacted both purchases and sales of investment
securities. Prices obtained from these sources include market quotations.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets  and  Financial  Liabilities-Including  an  amendment  of FASB
Statement No. 115" ("SFAS 159").  SFAS 159 permits entities to choose to measure
many  financial  instruments  and certain other items at fair value.  Unrealized
gains and losses on items for which the fair value  option has been elected will
be  recognized  in  earnings at each  subsequent  reporting  date.  SFAS 159 was
effective as of January 1, 2008.  The Company  chose not to elect the fair value
option for any of its financial instruments.

Note 3-Recent Accounting Pronouncements

FASB  Statement  No. 141 (R) "Business  Combinations"  was issued in December of
2007.  This  Statement  establishes  principles  and  requirements  for  how the
acquirer of a business  recognizes and measures in its financial  statements the
identifiable assets acquired,  the liabilities  assumed, and any non-controlling
interest in the acquiree.  The Statement also provides  guidance for recognizing
and measuring the goodwill  acquired in the business  combination and determines
what  information  to disclose to enable users of the  financial  statements  to
evaluate  the nature and  financial  effects of the  business  combination.  The
guidance will become  effective as of the  beginning of a company's  fiscal year
beginning  after  December  15,  2008.  This new  pronouncement  will impact our
accounting for business combinations after January 1, 2009.

                                       8
<PAGE>

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally  Accepted
Accounting  Principles."  This  Statement  identifies  the sources of accounting
principles  and  the  framework  for  selecting  the  principles   used  in  the
preparation  of  financial  statements.  This  Statement  is  effective  60 days
following the SEC's approval of the Public Company  Accounting  Oversight  Board
amendments to AU Section 411, "The Meaning of Present Fairly in Conformity  with
Generally Accepted Accounting  Principles." The Company is currently  evaluating
the  potential  impact  the new  pronouncement  will  have  on its  consolidated
financial statements.

Note 4-Comprehensive Income (Loss)

Accounting  principles  generally  require that  recognized  revenue,  expenses,
gains, and losses be included in net income.  Although certain changes in assets
and  liabilities,  such as  unrealized  gains and losses on  available  for sale
securities,  are reported as a separate  component of the  stockholders'  equity
section of the consolidated  balance sheets,  such items, along with net income,
are components of comprehensive income (loss).

The components of other comprehensive  income (loss) and related tax effects for
the three and six months ended June 30, 2008 and 2007 are as follows:
<TABLE>
<CAPTION>

                                                 For the Three Months Ended         For the Six Months Ended
                                                            June 30,                        June 30,
                                                    2008            2007              2008            2007
                                                    ----            ----              ----            ----
                                                        (In Thousands)                    (In Thousands)

<S>                                             <C>              <C>              <C>               <C>
Unrealized holding gain (loss) on
    available for sale securities               $    (317)       $        9           (323)         $   (67)

          Tax effect                                 (109)                3           (111)             (23)
                                                -----------     ------------      ----------        ---------
          Net of tax amount                     $    (208)       $        6           (212)         $   (44)
                                                ===========     ============      ===========       =========
</TABLE>

Note 5- Earnings (Loss) Per Common Share

Basic earnings  (loss) per common share is calculated by dividing the net income
(loss) by the  weighted-average  number of common shares  outstanding during the
period. The common shares issued to FSB Community Bankshares, MHC of 946,050 are
assumed  to be  outstanding  for all  periods  presented,  consistent  with  the
provisions of SFAS No. 128, Earnings per Share, pertaining to changes in capital
structure.  The 838,950 shares issued to the public are included in the weighted
average  common shares  outstanding  calculation  only from the date such shares
were issued.  The Company has not granted any  restricted  stock awards or stock
options  and,  during  the six  months  ended  June 30,  2008 and  2007,  had no
potentially dilutive common stock equivalents. Unallocated common shares held by
the ESOP are not  included  in the  weighted-average  number  of  common  shares
outstanding  for purposes of calculating  basic earnings (loss) per common share
until  they are  committed  to be  released.  The basic  average  common  shares
outstanding  were  1,718,526  for the three months and six months ended June 30,
2008 and 946,050 for the three months and six months ended June 30, 2007.

                                       9

<PAGE>



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

General

Throughout  the  Management's  Discussion and Analysis  ("MD&A") the term,  "the
Company",  refers to the consolidated entity of FSB Community Bankshares,  Inc.,
Fairport  Savings  Bank,  and  Oakleaf  Services  Corporation,  a  wholly  owned
subsidiary of Fairport Savings Bank. At June 30, 2008, FSB Community Bankshares,
MHC the Company's mutual holding company parent,  held 946,050 shares, or 53.0%,
of the Company's common stock, engaged in no significant  activities and was not
included in the MD&A.


Forward Looking Statements

This Quarterly Report contains forward-looking statements, within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  statements  are
subject to certain  risks and  uncertainties,  including,  among  other  things,
changes in economic  conditions  including  real estate  values in the Company's
market  area,  changes in  policies  by  regulatory  agencies,  fluctuations  in
interest rates,  demand for loans in the Company's market areas and competition,
that could cause actual results to differ  materially from  historical  earnings
and those  presently  anticipated  or projected.  The Company  wishes to caution
readers not to place  undue  reliance  on any such  forward-looking  statements,
which speak only as of the date made.  The Company wishes to advise readers that
the factors listed above could affect the Company's  financial  performance  and
could cause the Company's actual results for future periods to differ materially
from any opinions or statements  expressed with respect to future periods in any
current statements.

The Company does not undertake,  and  specifically  declines any obligation,  to
publicly  release  the  results  of  any  revisions  that  may  be  made  to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

Critical Accounting Policies

The most significant  accounting  policies followed by the Company are presented
in Note 1 to the consolidated  financial statements ("the Consolidated Financial
Statements")  included in the Company's  Annual Report filed on Form 10-KSB with
the Securities and Exchange Commission on March 31, 2008. These policies,  along
with the  disclosures  presented in the other  financial  statement notes and in
this discussion,  provide  information on how significant assets and liabilities
are valued in the  consolidated  financial  statements  and how those values are
determined.  We have identified the accounting for our allowance for loan losses
as our critical accounting policy.

     Allowance  for Loan  Losses.  The  allowance  for loan losses is the amount
estimated by management  as necessary to absorb  credit  losses  incurred in the
loan portfolio  that are both probable and  reasonably  estimable at the balance
sheet date. The amount of the allowance is based on significant  estimates,  and
the ultimate  losses may vary from such  estimates as more  information  becomes
available or conditions  change.  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 used
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  percentage  of our loan  portfolio is  collateralized  by real
estate,  appraisals  of the  underlying  value of  property  securing  loans are

                                       10
<PAGE>

critical in determining the amount of the allowance required for specific loans.
Assumptions  are  instrumental  in determining  the value of properties.  Overly
optimistic  assumptions or negative changes to assumptions  could  significantly
affect the  valuation  of a property  securing a loan and the related  allowance
determined.   Management  carefully  reviews  the  assumptions  supporting  such
appraisals 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.  We consider a variety of factors in  establishing  this  estimate
including,  but  not  limited  to,  current  economic  conditions,   delinquency
statistics,   geographic   concentrations,   the  adequacy  of  the   underlying
collateral,  the financial  strength of the  borrower,  results of internal loan
reviews and other relevant factors.  This evaluation is inherently subjective as
it  requires  material  estimates  by  management  that  may be  susceptible  to
significant  change  based  on  changes  in  economic  and  real  estate  market
conditions.

The allowance  consists of specific,  general and  unallocated  components.  The
specific component relates to loans that are classified as doubtful, substandard
or special  mention.  For such loans that are also  classified  as impaired,  an
allowance is generally  established  when the  collateral  value of the impaired
loan is lower than the carrying value of that loan. The general component covers
non-classified  loans and is based on historical  loss  experience  adjusted for
qualitative   factors.   An   unallocated   component  is  maintained  to  cover
uncertainties  that could affect  management's  estimate of probable losses. The
unallocated  component  of the  allowance  reflects  the  margin of  imprecision
inherent in the underlying  assumptions used in the methodologies for estimating
specific and general losses in the portfolio.

Actual  loan  losses  may be  significantly  more  than  the  allowance  we have
established  which  could  have a  material  negative  effect  on our  financial
results.

Comparison of Financial Condition at June 30, 2008 and December 31, 2007

     Total Assets.  Total assets increased by $29.6 million, or 17.7%, to $197.2
million at June 30, 2008 from $167.6  million at December 31, 2007.  The primary
increase in total assets reflected increases in securities and loans receivable,
partially offset by decreases in cash and cash equivalents.

Cash and cash equivalents decreased by $4.3 million, or 45.7% to $5.1 million on
June 30,  2008 from $9.4  million on December  31,  2007.  The  Federal  Reserve
decreased  short term  interest  rates 325 basis point from 5.25% to 2.00% since
September  2007. As a result,  management  decided to re-invest  excess interest
earning demand deposits in higher yielding securities and loans.

Securities  increased by $25.4 million,  or 88.2%,  to $54.2 million at June 30,
2008 from $28.8 million at December 31, 2007. The increase was  attributable  to
purchases of $33.9 million of United States  Government  agency  securities  and
purchases of $19.0 million of  mortgage-backed  securities,  partially offset by
maturities of $24.5 million of United States Government agency securities,  $2.6
million of principal  payments  received from  mortgage-backed  securities and a
$323,000 decrease in the fair value of equity securities  available for sale. In
February 2008, the Company executed a $14.6 million  mortgage-backed  securities
balance sheet leverage strategy funded by FHLB advances in an effort to increase
earnings,  as described below. All securities purchased in 2008, other than $3.0
million of United States Government agency securities purchased in January 2008,
have been classified as securities available for sale.  Management's decision to
increase the securities  classified as available for sale is intended to provide
greater liquidity as an alternative to borrowings.

Investment  in FHLB of New York stock  increased by  $888,000,  or 63.2% to $2.3
million at June 30, 2008,  from $1.4  million at December 31, 2007.  The FHLB of
New  York  requires  members  to  purchase   additional  stock  with  additional
borrowings.

                                       11
<PAGE>

Loans receivable  increased by $7.6 million,  or 6.1%, to $131.9 million at June
30,  2008 from  $124.3  million at  December  31,  2007.  The  increase in loans
receivable  was  primarily the result of increases in net  residential  mortgage
loans  totaling $8.6 million and home equity loans and lines of credit  totaling
$459,000,  partially offset by sales of fixed rate 30 year residential mortgages
totaling $1.6 million. The Bank has no exposure to sub-prime lending activities.

     Deposits and  Borrowings.  Total deposits  increased by $10.0  million,  or
8.4%,  to $129.2  million at June 30, 2008 from $119.2  million at December  31,
2007.  Certificates  of deposit,  including  IRAs,  increased  by $5.7  million.
Transaction  accounts,   including  checking,  NOW,  money  market  and  savings
accounts,  increased by $4.3 million. The net deposit growth was attributable to
the  Irondequoit  branch growth of $5.2 million,  Fairport branch growth of $1.8
million and Penfield branch growth of $3.0 million.

Borrowings  increased by $19.5 million,  or 76.2%,  to $45.1 million at June 30,
2008 from $25.6  million on  December  31,  2007.  The  increase  in  borrowings
included $14.6 million as part of the balance sheet leverage  strategy  executed
in February 2008 that, at the time of the transaction,  generated a positive 149
basis point spread.

     Stockholders'  Equity. Total stockholders' equity decreased by $294,000, or
1.5%, to $19.8 million at June 30, 2008 from $20.1 million at December 31, 2007.
The decrease resulted  principally from a net loss of $96,000 for the six months
ended June 30, 2008, and a $212,000 increase in accumulated other  comprehensive
loss.

     Non-Performing  Assets.  At June 30, 2008, there were two home equity lines
of credit secured by real estate totaling $36,000  classified as  non-performing
assets  compared to $63,000 in  one-to-four-family  residential  mortgage  loans
classified as non-performing assets at December 31, 2007.

At June 30, 2008,  there were no loans or other assets that are not disclosed or
disclosed  as  classified  or special  mention,  where known  information  about
possible credit problems of borrowers caused us to have serious doubts as to the
ability of the  borrowers  to comply with the present loan  repayment  terms and
which may result in disclosure of such loans in the future.

     Average balances and yields. The following tables set forth average balance
sheets,  average yields and costs, and certain other  information at and for the
periods indicated. All average balances are daily average balances.  Non-accrual
loans  were  included  in the  computation  of average  balances,  but have been
reflected  in the table as loans  carrying  a zero  yield.  The yields set forth
below  include the effect of deferred  fees,  discounts  and  premiums  that are
amortized or accreted to interest income. Yields have been annualized.

                                       12
<PAGE>
<TABLE>
<CAPTION>

                                                    For the Three Months Ended June 30,
                                    -----------------------------------------------------------------------
                                                  2008                                  2007
                                    ---------------------------------    ----------------------------------
                                                Interest                              Interest
                                    Average     Income        Yield/      Average       Income       Yield/
                                    Balance     Expense        Cost       Balance       Expense      Cost
                                    ---------  -----------  ----------  -----------  -------------  -------
                                                            (Dollars in thousands)

<S>                                 <C>         <C>           <C>       <C>          <C>             <C>
Interest-earning assets:
Loans............................   $ 126,995   $  1,847      5.82%     $  120,083   $   1,782       5.94%
Securities.......................      31,378        370      4.72          18,791         242       5.15
Mortgage-backed securities.......      26,757        302      4.51           6,025          64       4.25
Other............................       3,158         16      2.03           3,293          41       4.98
                                    ---------  -----------              -----------  -------------
  Total interest-earning assets..     188,288      2,535      5.39%        148,192       2,129       5.75%
                                               -----------  ----------               -------------  -------
Non-interest-earning assets......       4,838                                4,980
                                    ---------                           -----------
   Total assets..................   $  193,126                          $  153,172
                                    =========                           ===========

Interest-bearing liabilities:

NOW accounts.....................  $   6,742         15      0.89%     $     5,390   $       8       0.59
Passbook savings.................     14,241         32      0.90           13,536          35       1.03
Money market savings.............     11,203         52      1.86           10,604          75       2.83
Individual retirement accounts...     16,275        179      4.40           15,714         173       4.40
Certificates of deposit..........     76,366        787      4.12           68,265         773       4.53
Borrowings.......................     42,077        431      4.10           20,536         255       4.97
                                    ---------  -----------              -----------  -------------
   Total interest-bearing
    liabilities..................    166,904      1,496      3.59%         134,045       1,319       3.94%
                                    ---------  -----------  ----------  -----------  -------------  -------
Non-interest-bearing liabilities:
Demand deposits..................      3,303                                 3,124
Other............................      2,774                                 2,351
                                    ---------                           -----------
     Total liabilities...........    172,981                               139,520
Stockholders' equity.............     20,145                                13,652
                                    ---------                           -----------
    Total liabilities and
      stockholders' equity.......  $ 193,126                           $   153,172
                                   ===========                         ============
Net interest income.............                $ 1,039                              $     810
                                                =========                            =============
Interest rate spread (1)........                             1.80%                                   1.81%
                                                            ==========                              =======
Net interest-earning assets (2).   $  21,384                           $    14,147
                                   ===========                         ============
Net interest margin (3).........                   2.21%                                 2.18%
                                                =========                            =============
Average interest-earning assets
   to average interest-bearing
   liabilities..................         113%                                  111%
                                   ===========                         ============
---------------------
(1)  Interest rate spread represents the difference between the yield on average
     interest-earning assets and the cost of average interest-bearing
     liabilities.
(2)  Net interest-earning assets represent total interest-earning assets less
     total interest-bearing liabilities.
(3)  Net  interest  margin  represents  net  interest  income  divided  by total
     interest-earning assets.

</TABLE>
                                       13

<PAGE>

<TABLE>
<CAPTION>
                                                     For the Six Months Ended June 30,
                                    -----------------------------------------------------------------------
                                                  2008                                  2007
                                    ---------------------------------    ----------------------------------
                                                Interest                              Interest
                                    Average     Income        Yield/      Average       Income       Yield/
                                    Balance     Expense        Cost       Balance       Expense      Cost
                                    ---------  -----------  ----------  -----------  -------------  -------
                                                            (Dollars in thousands)
<S>                                 <C>         <C>           <C>       <C>          <C>             <C>
Interest-earning assets:

Loans.........................     $ 124,979      3,664      5.86%     $   120,277    $   3,575       5.94%
Securities....................        28,921        683      4.72           19,101          477       4.99
Mortgage-backed securities....        22,213        504      4.54            5,899          123       4.17
Other.........................         6,062         90      2.97            1,882           47       4.99
                                   ---------  -----------              -----------  -------------
   Total interest-earning assets     182,175      4,941      5.42%         147,159        4,222       5.74%

Non-interest-earning assets...         4,887                                 4,839
                                   ---------                           -----------
   Total assets...............     $ 187,062                           $   151,998
                                   =========                           ===========
Interest-bearing liabilities:

NOW accounts..................     $   6,206         27      0.87      $     5,139           16       0.62
Passbook savings..............        13,851         71      1.03           12,866           77       1.20
Money market savings.........         11,027        120      2.18           10,407          146       2.81
Individual retirement accounts        16,199        360      4.44           15,358          330       4.30
Certificates of deposit.......        75,223      1,629      4.33           66,871        1,458       4.36
Borrowings....................        38,720        809      4.18           22,355          545       4.88
                                    ---------  -----------              -----------  -------------
   Total interest-bearing
    liabilities..............        161,226      3,016      3.74%         132,996        2,572       3.87%
                                    ---------  -----------  ----------  -----------  -------------  -------
Non-interest-bearing liabilities:
Demand deposits.........               3,193                                 3,185
Other.........................         2,515                                 2,132
                                    ---------                           -----------
     Total liabilities........       166,934                               138,313
Stockholders' equity..........        20,128                                13,685
                                    ---------                           -----------
    Total liabilities and
     stockholders' equity.....     $ 187,062                           $   151,998
                                   ===========                         ============
Net interest income...........                    1,925                                   1,650
                                                =========                            =============
Interest rate spread (1)......                               1.68%                                    1.87%
                                                            ==========                              =======
Net interest-earning assets (2)       20,949                                14,163
                                   ===========                         ============
Net interest margin (3).......                     2.11%                                   2.24%
                                                =========                            =============
Average interest-earning assets
   to average interest-bearing
   liabilities................           113%                                  111%
                                   ===========                         ============
</TABLE>

Comparison of Operating Results for the Three Months Ended June 30, 2008 and
June 30, 2007

     General.  We had net income of $10,000 for the three  months ended June 30,
2008  compared to a net loss of  $112,000  for the three  months  ended June 30,
2007.  Net income for the second  quarter of 2008  compared  to the loss for the
second  quarter of 2007  resulted  primarily  from an increase  in net  interest
income of $229,000, other income of $53,000,  partially offset by an increase of
other expense of $87,000,  increased  provision  for loan losses of $6,000,  and
increased income tax expense of $67,000. The increase in interest earning assets
was primarily the result of funds  received from our stock  offering that closed
issuance in August 2007,  being  invested in securities  and loans,  and a $14.6
million balance sheet leverage strategy whereby we increased FHLB borrowings and
re-invested those funds into higher-yielding  mortgage-backed  securities,  that
was executed in February 2008.

     Interest and Dividend  Income.  Interest and dividend  income  increased by
$406,000,  or 19.1%,  to $2.5  million for the three  months ended June 30, 2008
from $2.1  million for the three  months  ended June 30,  2007.  The increase in
interest and  dividend  income  resulted  from a $65,000,  or 3.6%,  increase in
interest  income from loans, a $128,000,  or 52.9%,  increase in interest income
from  securities,  a  $238,000,  or 371.9%  increase  in  interest  income  from
mortgage-backed  securities,  offset by a  $25,000  or 61.0%  decrease  in other
interest   income,   and  also  interest   earning  demand   accounts.   Average
interest-earning  assets increased by $40.1 million, or 27.1%, to $188.3 million
for the three  months  ended June 30,  2008 from  $148.2  million  for the three

                                       14
<PAGE>

months ended June 30, 2007. The yield on interest-earning assets decreased by 36
basis points to 5.39% for the three months ended June 30, 2008 compared to 5.75%
for the three months ended June 30, 2007, reflecting the effect of the 325 basis
point drop in interest rates by the Federal Reserve since September 2007.

     Interest Expense.  Interest expense increased  $177,000,  or 13.4%, to $1.5
million for the three months ended June 30, 2008 from $1.3 million for the three
months ended June 30, 2007.  The increase in interest  expense  resulted from an
increase  in the  average  balances  in  interest-bearing  liabilities  of $32.9
million,  or 24.5%,  to $166.9  million for the three months ended June 30, 2008
compared to $134.0 million for the three months ended June 30, 2007. The average
cost of interest-bearing  liabilities  decreased by 35 basis points to 3.59% for
the three  months ended June 30, 2008 from 3.94% for the three months ended June
30, 2007. The average cost of deposit  accounts  decreased by 34 basis points to
3.41% for the three months  ended June 30, 2008  compared to 3.75% for the three
months ended June 30, 2007. The average cost of borrowings decreased by 87 basis
points to 4.10% for the three months  ended June 30, 2008  compared to 4.97% for
the three months ended June 30, 2007. The increase in interest  expense reflects
a higher volume of deposits and borrowings.

At June 30, 2008, we had $21.1  million of  certificates  of deposit,  including
individual retirement accounts that will mature during the third quarter of 2008
with a weighted  average cost of 4.38%.  Based on current market rates, if these
funds remain with Fairport  Savings Bank with similar  maturities,  the rates we
pay on these deposits will decrease.

     Net Interest Income. Net interest income increased  $229,000,  or 28.3%, to
$1.0  million for the three  months  ended June 30, 2008 from  $810,000  for the
three months ended June 30,  2007.  The increase in net interest  income was due
primarily to an increase in average interest-earning assets of $7.2 million more
than interest-bearing  liabilities, due to the investment of the proceeds of our
stock offering that closed in August 2007, as well as the $14.6 million  balance
sheet leverage transaction.  The Company's net interest margin increased 3 basis
points to 2.21% for the three  months  ended  June 30,  2008 from  2.18% for the
three  months  ended June 30,  2007.  The  increase in net  interest  margin was
primarily attributable to the effect of a normal yield curve in 2008 compared to
the effect of the flat or inverted yield curve that existed for much of 2007. If
the current  interest rate  environment  remains  relatively  stable through the
remainder  of 2008,  we  anticipate  continued  improvement  in our net interest
margin with  certificates  of deposits  maturing and renewing at lower  interest
rates, and new loan volume added to the balance sheet at higher interest rates.

     Provision for Loan Losses. Based on management's  evaluation of the factors
that determine the level of the allowance for loan losses, we recorded $6,000 in
provision  for loan  losses for the three  month  periods  ended  June 30,  2008
compared to no  provision  for loan losses for the three  months  ended June 30,
2007. The allowance for loan losses as of June 30, 2008 was $327,000, or .25% of
total loans,  compared to $322,000, or 0.27% of total loans as of June 30, 2007.
We had $36,000,  or 0.03% in  non-accrual  loans as of June 30, 2008 compared to
$238,000, or 0.20% of loans in non-accrual loan status as of June 30, 2007.

     Other Income.  Total other income increased $53,000,  or 67.9%, to $131,000
for the three  months  ended June 30,  2008  compared  to $78,000  for the three
months ended June 30, 2007. Other income grew by $35,000,  primarily an increase
in checking  account service charge fees associated with the courtesy  overdraft
protection at point of sale and ATM's, and an increase of $19,000 in commissions
from Oakleaf Services insurance/annuity and security sales.

     Other Expenses.  Other expenses increased $87,000, or 8.2%, to $1.1 million
for the three months ended June 30, 2008  compared to $1.1 million for the three

                                       15
<PAGE>

months ended June 30, 2007. The increase was the result of an increase of $5,000
in occupancy  expenses primarily due to increased lease expense for the Penfield
branch,  an  increase  of $28,000 in  advertising  and  marketing  expenses,  an
increase of $19,000 in mortgage  fees and taxes due to  increased  mortgage  and
home equity  origination  volume,  and an  increase of $35,000 in  miscellaneous
other expenses,  primarily the additional  costs  associated with being a public
company.

     Income Tax Expense/Benefit.  We had pre-tax income of $14,000 for the three
months  ended June 30,  2008  versus a pre-tax  loss of  $175,000  for the three
months ended June 30, 2007, which resulted in a $4,000 tax expense for the three
months  ended June 30,  2008,  versus a $63,000 tax benefit for the three months
ended June 30, 2007, a change of $67,000.  The  effective tax rate was 28.6% for
the three  months  ended June 30, 2008  compared to (36.0%) for the three months
ended June 30, 2007.

Comparison of Operating Results for the Six Months Ended June 30, 2008 and June
30, 2007

     General.  We had a net loss of $96,000  for the six  months  ended June 30,
2008  compared to a net loss of $247,000 for the six months ended June 30, 2007.
The  improvement  was  attributable  to an  increase in net  interest  income of
$275,000,  an  increase  in other  income  of  $66,000,  partially  offset by an
increase in other expenses of $100,000,  a $6,000 provision for loan losses, and
a decrease in income tax benefit of $84,000. The net interest income improvement
was generated by an increase in interest-earning assets due to the investment of
the proceeds of our initial  stock  offering that closed in August 2007, as well
as the balance sheet leverage transaction.

     Interest and Dividend  Income.  Interest and dividend  income  increased by
$719,000,  or 17.1% to $4.9  million for the six months ended June 30, 2008 from
$4.2 million for the six months  ended June 30,  2007.  The increase in interest
and dividend income  resulted  primarily from an $89,000,  or 2.5%,  increase in
interest  income from loans, a $206,000,  or 43.2%,  increase in interest income
from  securities,  a  $381,000,  or 309.8%  increase  in  interest  income  from
mortgage-backed  securities, and a $43,000, or 91.5% increase in interest income
from other sources.  Average interest-earning assets increased by $35.0 million,
or 23.8%,  to $182.2  million for the six months ended June 30, 2008 from $147.2
million for the six months  ended June 30, 2007.  The yield on interest  earning
assets  decreased  by 32 basis points to 5.42% for the six months ended June 30,
2008  compared  to 5.74% for the six  months  ended  June 30,  2007,  reflecting
decreases  in  interest  rates in an asset  structure  that  grew  primarily  in
securities and adjustable rate mortgage-backed securities.

     Interest Expense.  Interest expense increased  $444,000,  or 17.3%, to $3.0
million  for the six months  ended June 30,  2008 from $2.6  million for the six
months ended June 30, 2007.  The increase in interest  expense  resulted from an
increase in average balances in  interest-bearing  liabilities of $28.2 million,
or 21.2%,  to $161.2  million for the six months ended June 30, 2008 compared to
$133.0  million for the six months  ended June 30,  2007.  The  average  cost of
interest-bearing  liabilities  decreased by 13 basis points to 3.74% for the six
months  ended June 30, 2008 from 3.87% for the six months  ended June 30,  2007.
The average  cost of deposit  accounts  decreased by 6 basis points to 3.60% for
the six months  ended June 30, 2008  compared to 3.66% for the six months  ended
June 30, 2007. In addition, the average cost of borrowings decreased by 70 basis
points to 4.18% for the six months ended June 30, 2008 compared to 4.88% for the
six months ended June 30, 2007. The interest  expense increase was the result of
increased volume in both deposits and borrowings.

     Net Interest Income. Net interest income increased  $275,000,  or 16.7%, to
$1.9  million for the six months  ended June 30, 2008 from $1.6  million for the
six months  ended June 30, 2007.  The  increase in net  interest  income was due
primarily  to an increase of interest  bearing  assets of $6.8 million more than
interest  bearing   liabilities.   The  average  cost  of  our  interest-bearing
liabilities  decreased  by 13  basis  points,  while  the  average  yield on our
interest-earning  assets decreased by 32 basis points,  as the deposit growth of


                                       16
<PAGE>

the Bank has  primarily  been in time  deposits,  which carry  higher costs than
other deposit alternatives. Our net interest margin decreased by 13 basis points
to 2.11% for the six months  ended  June 30,  2008 from 2.24% for the six months
ended June 30, 2007.

     Provision for Loan Losses. Based on management's  evaluation of the factors
that determine the level of the allowance for loan losses,  we recorded a $6,000
provision  for loan losses for the six month  period  ended June 30, 2008 and no
provision  for loan  losses for the six month  period  ended June 30,  2007.  We
believe that we maintain  exceptional  credit  quality within our loan portfolio
with no charge-offs recorded within the reporting period. The allowance for loan
losses as of June 30, 2008 was  $327,000,  or 0.25% of total loans,  compared to
$322,000,  or 0.27% of total loans as of June 30, 2007. We had non-accrual loans
totaling $36,000, or .03% of total loans receivable as of June 30, 2008 compared
to $238,000, or 0.20% of loans in non-accrual status as of June 30, 2007.

     Other Income. Other income increased $66,000, or 41.5%, to $225,000 for the
six months  ended June 30, 2008  compared to $159,000  for the six months  ended
June 30,  2007.  The  increase  in other  income was  primarily  the result of a
$12,000  increase in our Oakleaf  subsidiary  revenue and a $55,000  increase in
other income from an increase in checking account service charge fees associated
with the courtesy overdraft protection at point of sale and ATM's.

     Other Expense.  Other expense increased $100,000,  or 4.5%, to $2.3 million
for the six months  ended June 30,  2008  compared  to $2.2  million for the six
months ended June 30, 2007.  The increase was mainly the result of an additional
$11,000 in salaries and benefits expense  primarily due to annual cost of living
raises effective January 1 of each year, a $25,000 increase in mortgage fees and
taxes due to increased  loan volume,  a $14,000  increase in electronic  banking
after ATM vendor switch  credits were applied,  a $12,000  increase in occupancy
expense due to property tax and rent  increases at the Penfield  Branch,  and an
increase of $76,000 in other expenses,  including directors fees,  primarily due
to increased costs associated with being a newly registered public company.

     Income Tax  Benefit.  We had a pre-tax  loss of $150,000 for the six months
ended June 30, 2008 versus a pre-tax  loss of $385,000  for the six months ended
June 30, 2007,  which resulted in a $54,000 tax benefit for the six months ended
June 30,  2008,  versus a $138,000 tax benefit for the six months ended June 30,
2007, a change of $84,000. The effective tax rate was (36.0%) for the six months
ended June 30, 2008 compared to (35.8%) for the six months ended June 30, 2007.

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,  advances  from  the  Federal  Home  Loan  Bank  of New  York,
maturities and principal repayments of securities, and recently, but to a lesser
extent,  loan sales.  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.   Our  asset/liability   management  committee  is
responsible for establishing and monitoring our liquidity targets and strategies
in order to ensure that  sufficient  liquidity  exists for meeting the borrowing
needs  and  deposit  withdrawals  of our  customers  as  well  as  unanticipated
contingencies.  We seek to maintain a liquidity  ratio of 10.0% or greater.  For
the quarter ended June 30, 2008, our liquidity  ratio averaged 19.4%. We believe
that we have enough  sources of  liquidity  to satisfy  our short and  long-term
liquidity needs as of June 30, 2008.


     We  regularly  adjust  our  investments  in liquid  assets  based  upon our
assessment of:

                                       17
<PAGE>

        (i)  expected loan demand;

        (ii) expected deposit flows;

        (iii) yields available on interest-earning deposits and securities; and

        (iv)  the objectives of our asset/liability management program.

     Excess liquid assets are invested generally in  interest-earning  deposits,
short-term and intermediate-term securities and federal funds sold.

     Our most liquid assets are cash and cash  equivalents.  The levels of these
assets  are  dependent  on  our  operating,  financing,  lending  and  investing
activities  during any given period. At June 30, 2008, cash and cash equivalents
totaled $5.1 million.

     Our cash flows are derived from operating activities,  investing activities
and  financing  activities  as reported in our  Consolidated  Statements of Cash
Flows included in our Consolidated Financial Statements.

     At June 30, 2008, we had $6.9 million in loan commitments  outstanding.  In
addition to commitments to originate  loans, we had $7.7 million in unused lines
of credit to borrowers. Certificates of deposit, including individual retirement
accounts  comprised  solely of certificates of deposits,  due within one year of
June 30, 2008 totaled $67.3 million, or 73.2% of our certificates of deposit and
52.1% of total  deposits.  If these  deposits  do not remain with us, we will be
required to seek other  sources of funds  including  loan sales,  other  deposit
products,  including  certificates  of  deposit,  and  Federal  Home  Loan  Bank
advances. 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 June 30, 2009.  We believe,  however,  based on past
experience  that a significant  portion of such deposits will remain with us. We
have the ability to attract and retain  deposits by adjusting the interest rates
offered.

     Our  primary  investing  activity is and will  continue  to be  originating
loans. During the six months ended June 30, 2008, we originated $16.4 million of
loans.

     Financing  activities consist primarily of activity in deposit accounts and
Federal  Home Loan Bank  borrowings.  We  experienced  a net  increase  in total
deposits of $864,000  for the quarter  ended June 30,  2008.  Deposit  flows are
affected by the overall level of interest rates, the interest rates and products
offered by us and our local competitors, and by other factors.

     Liquidity  management  is both a daily and  long-term  function of business
management.  If we require funds beyond our ability to generate them internally,
borrowing  agreements  exist with the Federal Home Loan Bank of New York,  which
provides  an  additional  source of  funds.  Federal  Home Loan Bank  borrowings
increased  by $19.5  million to $45.1  million for the six months ended June 30,
2008,  compared to a net decrease of $8.1  million to $20.0  million for the six
months ended June 30, 2007.  Federal Home Loan Bank  borrowings  have  primarily
been used to fund loan demand;  however  $14.6  million of advances were used to
fund  a  balance  sheet  leverage   transaction  in  February  2008  whereby  we
re-invested these borrowings into higher-yielding mortgage-backed securities. At
June 30, 2008, we had the ability to borrow approximately $96.8 million from the
Federal Home Loan Bank of New York, of which $45.1 million had been advanced.

     Fairport   Savings   Bank  is  subject  to   various   regulatory   capital
requirements,  including a risk-based  capital measure.  The risk-based  capital

                                      18
<PAGE>

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 June 30, 2008, Fairport Savings Bank exceeded
all regulatory capital requirements, and was considered "well capitalized" under
regulatory guidelines.

     The net  proceeds  from  our 2007  minority  stock  offering  significantly
increased our liquidity and capital  resources.  Over time, the initial level of
liquidity  will be reduced as net proceeds from the stock  offering are used for
general  corporate  purposes,  including  the  funding of loans.  Our  financial
condition  and results of  operations  will be enhanced by the net proceeds from
the stock offering,  resulting in increased net interest-earning  assets and net
interest income.  However,  due to the increase in equity resulting from the net
proceeds  raised in the stock  offering,  our  return  on equity  was  adversely
affected following the stock offering.

Off-Balance Sheet Arrangements

     In the ordinary course of business,  the Bank is a party to  credit-related
financial instruments with off-balance sheet risk to meet the financing needs of
our customers. These financial instruments include commitments to extend credit.
We follow the same credit policies in making commitments as we do for on-balance
sheet instruments.

     Commitments  to extend credit are  agreements to lend to a customer as long
as  there  is no  violation  of  any  condition  established  in  the  contract.
Commitments  generally have fixed expiration dates or other termination  clauses
and may require payment of a fee. The commitments for equity lines of credit may
expire without being drawn upon. Therefore,  the total commitment amounts do not
necessarily  represent  future  cash  requirements.  The  amount  of  collateral
obtained,  if it is deemed necessary by us, is based on our credit evaluation of
the customer.

     At  June  30,  2008  and  2007,  we had  $6.9  million  and  $4.4  million,
respectively,  of commitments to grant loans, and $7.7 million and $7.7 million,
respectively, of unfunded commitments under lines of credit.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Not applicable since the Company is a smaller reporting company.

Item 4. Controls and Procedures

     Under  the  supervision  and  with  the  participation  of our  management,
including our Chief Executive Officer and Chief Financial Officer,  we evaluated
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures (as defined in Rule  13a-15(e) and 15d-15(e)  under the Exchange Act)
as of the end of the period covered by this report.  Based upon that evaluation,
the Chief Executive  Officer and Chief Financial  Officer  concluded that, as of
the end of the period  covered  by this  report,  our  disclosure  controls  and
procedures were effective to ensure that information required to be disclosed in
the reports that the Company files or submits under the Securities  Exchange Act
of 1934 is recorded, processed,  summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.

     There were no significant  changes made in the Company's  internal  control
over financial reporting or in other factors that could significantly affect the
Company's internal control over financial reporting during the period covered by
this report that has materially affected,  or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

                                       19
<PAGE>
                           Part II - Other Information

Item 1. Legal Proceedings

     The  Company and its  subsidiaries  are  subject to various  legal  actions
arising in the normal  course of  business.  In the opinion of  management,  the
resolution  of these legal  actions is not  expected to have a material  adverse
effect on the Company's financial condition or results of operations.

Item 1A. Risk Factors

     Not applicable since the Company is a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) There were no sales of unregistered securities during the period covered by
this Report. (b) Not applicable. (c) There were no issuer repurchases of
securities during the period covered by this Report.

Item 3. Defaults Upon Senior Securities

           Not applicable.

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

     An annual  meeting of  shareholders  was held at 2:00 pm on May 21, 2008 at
the Perinton  Community  Center,  1350 Turk Hill Road,  Fairport,  NY 14450. The
matters considered and voted on at the annual meeting were as follows:

Proposal No. 1

The election of Gary Lindsay,  Terence O'Neil and Lowell T.  Twitchell,  each to
serve as a director of the Company for a term of  three-years,  and the election
of Alicia H. Pender,  as a director of the Company to serve a one-year term, and
until their successors have been elected and qualified.

                                    For                  Withheld
                             -------------------------------------------------
Gary Lindsay                    1,453,330                 41,550

Terence O'Neil                  1,356,578                 138,302

Lowell T. Twitchell             1,452,230                  41,650

Alicia H. Pender                1,494,630                  42,650


     Additionally,  the following  directors remain in office:  Thomas J. Hanss,
James E. Smith, Dana C. Gavenda, Robert W. Sturn and Charis W. Warshof.

                                       20
<PAGE>

Proposal No. 2

The approval of the  ratification of the appointment of Beard Miller Company LLP
as the  independent  registered  public  accounting firm for the Company for the
year ending December 31, 2008.


<TABLE>
<CAPTION>

                                               For          Against           Abstain       Broker Non-Votes
                                            ------------------------------------------------------------------

<S>                                         <C>               <C>                <C>            <C>
Number of shares voted                      1,494,630         0                  0              0

Percentage of all shares voted                 100%           0%                 0%             0%
</TABLE>


Item 5. Other Information

           Not applicable


Item 6. Exhibits

     The  following  exhibits  are  either  filed as part of this  report or are
incorporated herein by reference:

3.1      Charter of FSB Community Bankshares, Inc.*
3.2      Bylaws of FSB Community Bankshares, Inc.*
4        Form of Common Stock Certificate of FSB Community Bankshares, Inc.*
10.1     Employment Agreement between FSB Community Bankshares, Inc. and Dana C.
         Gavenda*
10.2     Supplemental Executive Retirement Plan*
10.3     Form of Employee Stock Ownership Plan*
31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002
31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002
32       Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     ----------------------
     *   Filed as exhibits to the Company's Registration Statement on Form SB-2,
         and any amendments thereto, with the Securities and Exchange Commission
         (Registration No. 333-141380).

                                       21
<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.

                                       FSB COMMUNITY BANKSHARES, INC.


Date:    August 13, 2008               /s/ Dana C. Gavenda
                                       ----------------------------------------
                                       Dana C. Gavenda
                                       President and Chief Executive Officer


Date:    August 13, 2008               /s/ Kevin D. Maroney
                                       ----------------------------------------
                                       Kevin D. Maroney
                                       Executive Vice President and Chief
                                       Financial Officer


                                       22