1


                       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, 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 May 12, 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>


[PG NUMBER]




                         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 March 31, 2008
                  and December 31, 2007                                                           1

                  Consolidated Statements of Operations for the Three Months Ended
                  March 31, 2008 and 2007                                                         2

                  Consolidated Statements of Stockholders' Equity for the Three Months Ended
                  March 31, 2008 and 2007                                                         3

                  Consolidated Statements of Cash Flows for the Three Months Ended
                  March 31, 2008 and 2007                                                         4

                  Notes to Consolidated Financial Statements                                      6

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                       9

Item 3.           Quantitative and Qualitative Disclosures about Market Risk                     16

Item 4.           Controls and Procedures                                                        16

                           Part II. Other Information

Item 1.           Legal Proceedings                                                              16

Item 1A.          Risk Factors                                                                   16

Item 2.           Unregistered Sales of Equity Securities and Use of Proceeds                    17

Item 3.           Defaults upon Senior Securities                                                17

Item 4T.          Submission of Matters to a Vote of Security Holders                            17

Item 5.           Other Information                                                              17

Item 6.           Exhibits                                                                       17

                  Signature Page                                                                 18

</TABLE>


<PAGE>




                          Part I. Financial Information

Item 1.  Consolidated Financial Statements

                         FSB COMMUNITY BANKSHARES, INC.

                           Consolidated Balance Sheets
                March 31, 2008 and December 31, 2007 (unaudited)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                March 31,             December 31,
                                Assets                                            2008                     2007
                                                                          ----------------------  ------------------
<S>                                                                       <C>                     <C>
Cash and due from banks                                                   $           1,319       $           1,159
Interest-earning demand deposits                                                      8,008                   8,285
                                                                          -----------------
     Cash and Cash Equivalents                                                        9,327                   9,444

Securities available for sale                                                        38,681                     244
Securities held to maturity (fair value 2008 - $15,651, 2007- $28,597)               15,548                  28,550
Investment in FHLB stock                                                              2,183                   1,405
Loans receivable, net of allowance for loan losses of: 2008 - $321,
     2007 - $319                                                                    123,606                 124,326
Accrued interest receivable                                                             956                     872
Premises and equipment, net                                                           2,466                   2,525
Other assets                                                                             67                     264
                                                                          -----------------       -----------------
                        Total Assets                                      $          93,034       $         167,630
                                                                          =================       =================

                                     Liabilities & Stockholders' Equity

Deposits:
     Non-interest-bearing                                                 $           3,382       $           3,169
     Interest-bearing                                                               124,917                 115,989
                                                                          -----------------       -----------------
                Total Deposits                                                      128,299                 119,158

Borrowings                                                                           42,890                  25,581
Advances from borrowers for taxes and insurance                                       1,348                   1,898
Other liabilities                                                                       451                     844
                                                                          -----------------
                        Total Liabilities                                           172,988                 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                                                            7,291                   7,293
Retained earnings                                                                    13,118                  13,224
Accumulated other comprehensive income                                                  114                     118
Unearned ESOP shares - at cost                                                         (656)                   (665)
                                                                          -----------------       -----------------
                        Total Stockholders' Equity                                   20,046                  20,149
                                                                          -----------------       -----------------

                        Total Liabilities and Stockholders' Equity        $         193,034       $         167,630
                                                                          =================       =================


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

<PAGE>



                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Operations
             Three Months Ended March 31, 2008 and 2007 (unaudited)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                    2008                   2007
                                                                           ----------------------  -----------------
<S>                                                                        <C>                     <C>
Interest and Dividend Income
    Loans                                                                  $           1,817       $           1,794
    Securities - taxable                                                                 313                     235
    Mortgage-backed securities                                                           202                      59
    Other                                                                                 74                       6
                                                                           -----------------       -----------------
                 Total Interest and Dividend Income                                    2,406                   2,094
                                                                           -----------------       -----------------

Interest expense
    Deposits                                                                           1,142                     962
    Borrowings:
        Short-term                                                                        --                      30
        Long-term                                                                        378                     261
                                                                           -----------------       -----------------
                Total Interest Expense                                                 1,520                   1,253
                                                                           -----------------       -----------------


                Net Interest Income                                                      886                     841
                                                                           -----------------       -----------------

Other Income
    Service fees                                                                          24                      24
    Fee income                                                                            15                      22
    Other                                                                                 55                      35
                                                                           -----------------       -----------------
               Total Other Income                                                         94                      81
                                                                           -----------------       -----------------

Other Expenses
     Salaries and employee benefits                                                      637                     625
     Occupancy expense                                                                   114                     107
     Data processing costs                                                                16                      24
     Advertising                                                                          61                     102
     Equipment expense                                                                    85                      93
     Electronic banking                                                                   18                       7
     Directors fees                                                                       26                      29
     Mortgage fees and taxes                                                              30                      24
     Other expense                                                                       157                     121
                                                                           -----------------       -----------------
               Total Other Expenses                                                    1,144                   1,132
                                                                           -----------------       -----------------

               Loss Before Income Taxes                                                 (164)                   (210)

               Benefit for Income Taxes                                                  (58)                    (75)
                                                                           -----------------       -----------------

               Net Loss                                                    $            (106)      $            (135)
                                                                           =================       =================

               Loss per common share                                       $            (0.06)     $            (0.14)
                                                                           ==================      ==================

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

<PAGE>



                         FSB COMMUNITY BANKSHARES, INC.

                 Consolidated Statements of Stockholders' Equity
             Three Months Ended March 31, 2008 and 2007 (unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                           Accumulated
                                                             Additional                       Other         Unearned
                                    Preferred     Common      Paid in       Retained       omprehensive       ESOP
                                     Stock        Stock       Capital       Earnings         Income          Shares       Total
                                  ------------  ---------    ---------     -----------     ------------     --------    ----------
<S>                               <C>           <C>          <C>           <C>             <C>              <C>           <C>
Balance - January 1, 2007         $       --    $      --    $      10     $   13,505      $        355           --     $   13,870

 Comprehensive loss:
  Net loss                                --           --           --           (135)               --           --           (135)
  Change in net unrealized gain
    on securities available
    for sale, net of taxes                --           --           --             --               (50)          --            (50)
                                                                                                                        ----------
  Total Comprehensive Loss                --           --           --             --                --           --           (185)
                                                                           ----------                                   ----------
Balance - March 31, 2007          $       --    $      --    $      10     $   13,370      $        305           --    $   13,685
                                  ==========    =========    =========     ==========      ============                 ==========

Balance - January 1, 2008         $       --    $    179    $   7,293      $   13,224      $        118         (665)   $   20,149

 Comprehensive loss
  Net loss                                --          --           --            (106)               --           --           (106)
  Change in net unrealized gain
    on securities available
    for sale, net of taxes                --          --           --              --                (4)          --             (4)
                                                                                                                        ----------
  Total Comprehensive Loss                                                                                                     (110)
                                                                                                                        ----------
  ESOP shares committed to
    be released                           --          --          (2)              --                --            9              7
                                                            --------       ----------                       --------     ----------
Balance - March 31, 2008          $       --    $    179    $   7,291      $   13,118      $        114         (656)    $   20,046
                                  ==========    ========    =========      ==========      ============     ========     ==========


See accompanying notes to consolidated financial statements

</TABLE>
                                       3


<PAGE>



                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Cash Flows
             Three Months Ended March 31, 2008 and 2007 (unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                                       2008               2007
                                                                                 -----------------  ----------------
<S>                                                                              <C>                <C>
Cash Flows From Operating Activities
   Net Loss                                                                      $         (106)    $         (135)
   Adjustments to reconcile net loss to net cash used by
    operating activities:
         Net amortization of premiums and discounts on investments                           69                  8
         Amortization of net deferred loan origination costs                                  3                 (1)
         Depreciation and amortization                                                       68                 76
         Expense related to stock-based compensation plans                                    7                 --
         Deferred income tax benefit                                                        (28)               (23)
         Decrease (increase) in accrued interest receivable                                 (84)               144
         Increase in other assets                                                            (5)               (52)
         Increase (decrease) in other liabilities                                          (372)               111
                                                                                 --------------     --------------
                        Net Cash Provided (Used) By Operating Activities                   (448)               128
                                                                                 --------------     --------------

Cash Flows From Investing Activities
   Purchase of securities held to maturity                                               (3,001)            (2,000)
   Proceeds from maturities and calls of securities
     held to maturity                                                                    15,487              3,243
   Proceeds from principal paydowns of securities held to maturity                          572                436
   Purchase of securities available for sale                                            (38,565)                --
   Net (increase) decrease in loans                                                        (639)             1,312
   Proceeds from sales of loans                                                           1,364                262
   Purchase (sale) of Federal Home Loan Bank stock                                         (778)               287
   Purchase of premises and equipment                                                        (9)              (791)
                                                                                 --------------     --------------
                        Net Cash Provided (Used) By Investing Activities                (25,569)             2,749
                                                                                 --------------     --------------

Cash Flows From Financing Activities
   Net increase in deposits                                                               9,141              5,639
   Net decrease in short term borrowings                                                     --             (4,200)
   Proceeds from FHLB long-term borrowings                                               17,500                 --
   Repayments on long-term borrowings                                                      (191)            (2,182)
   Net decrease in advances from borrowers
      for taxes and insurance                                                              (550)              (523)
                                                                                 --------------     --------------
                        Net Cash Provided (Used) By Financing Activities                 25,900             (1,266)
                                                                                 --------------     --------------

                        Net Increase (Decrease) in Cash
                                and Cash Equivalents                                       (117)             1,611

Cash and Cash Equivalents- Beginning                                                      9,444              2,182
                                                                                 --------------     --------------

Cash and Cash Equivalents- End                                                   $        9,327     $        3,793
                                                                                 ==============     ==============
</TABLE>
                                       4


<PAGE>



                         FSB COMMUNITY BANKSHARES, INC.

                Consolidated Statements of Cash Flows, Continued


                                                      2008               2007
                                                ------------     ------------
Supplementary Cash Flows Information

        Interest paid                           $      1,462     $      1,259
                                                ============     ============

        Income taxes paid                       $         --     $         --
                                                ============     ============

See accompanying notes to consolidated financial statements

                                       5


<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  generally  accepted  accounting  principles in the
United States of America for interim financial  information and the instructions
of 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 three months ended March 31, 2008 are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2008.

The  consolidated  financial  statements at March 31, 2008 and December 31, 2007
and for the three  months  ended March 31, 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 new guidance is effective for financial
statements  issued for fiscal years  beginning  after November 15, 2007, and for
interim  periods  within those  fiscal  years.  The Company  adopted SFAS 157 on
January 1, 2008.

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).

                                       6
<PAGE>
An asset 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
March 31, 2008:
<TABLE>
<CAPTION>

            (Dollars in Thousands)                   Total           Level 1            Level 2           Level 3
                                                     -----           -------            -------           -------

        <S>                                       <C>               <C>                <C>                <C>
        Securities available for sale             $   38,681        $      --          $   38,681         $    --
                                                  ==========       ==========          ==========         =======
</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.

Staff Accounting Bulletin No. 109 (SAB 109), "Written Loan Commitments  Recorded
at Fair  Value  through  Earnings"  expresses  the views of the staff  regarding
written loan  commitments  that are accounted for at fair value through earnings
under  generally  accepted  accounting  principles.  To make the  staff's  views
consistent with current authoritative  accounting guidance,  the SAB revises and
rescinds portions of SAB No. 105,  "Application of Accounting Principles to Loan
Commitments."   Specifically,   the  SAB  revises  the  SEC  staff's   views  on
incorporating   expected  net  future  cash  flows  related  to  loan  servicing
activities in the fair value  measurement of a written loan commitment.  The SAB
retains  the  staff's  views on  incorporating  expected  net future  cash flows
related to internally-developed  intangible assets in the fair value measurement
of a written loan commitment.  The staff expects  registrants to apply the views
in Question 1 of SAB 109 on a prospective  basis to derivative loan  commitments
issued or modified in fiscal quarters beginning after December 15, 2007. SAB 109
did not have an impact on our consolidated financial statements.

                                       7
<PAGE>

In March 2008, the FASB issued Statement No. 161,  "Disclosures about Derivative
Instruments  and Hedging  Activities--an  amendment of FASB  Statement  No. 133"
("SFAS 161"). SFAS 161 requires entities that utilize derivative  instruments to
provide qualitative  disclosures about their objectives and strategies for using
such  instruments,  as well as any  details  of  credit-risk-related  contingent
features  contained  within  derivatives.  SFAS 161 also  requires  entities  to
disclose  additional  information  about the amounts and location of derivatives
located  within the financial  statements,  how the  provisions of SFAS 133 have
been applied, and the impact that hedges have on an entity's financial position,
financial  performance,  and cash flows.  SFAS 161 is effective for fiscal years
and interim periods  beginning  after November 15, 2008, with early  application
encouraged.  We do not utilize derivative  instruments;  therefore SFAS 161 will
have no impact on our consolidated financial statements.

In  February  2008,  the FASB  issued a FASB  Staff  Position  (FSP) FAS  140-3,
"Accounting  for  Transfers  of  Financial   Assets  and  Repurchase   Financing
Transactions." This FSP addresses the issue of whether or not these transactions
should be viewed as two separate  transactions  or as one "linked"  transaction.
The FSP includes a "rebuttable  presumption"  that  presumes  linkage of the two
transactions unless the presumption can be overcome by meeting certain criteria.
The FSP will be effective for fiscal years beginning after November 15, 2008 and
will apply only to original  transfers made after that date; early adoption will
not be  allowed.  We are  currently  evaluating  the  potential  impact  the new
pronouncement will have on our consolidated financial statements.

FASB Statement No. 160  "Non-controlling  Interests in  Consolidated  Financials
Statements--an  amendment  of ARB No. 51" was issued in December  of 2007.  This
Statement establishes  accounting and reporting standards for the Noncontrolling
interest  in a  subsidiary  and for the  deconsolidation  of a  subsidiary.  The
guidance will become  effective as of the  beginning of a Company's  fiscal year
beginning  after  December 15, 2008.  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 months ended March 31, 2008 and 2007 are as follows:

<TABLE>
<CAPTION>

                                                                             March 31, 2008      March 31, 2007
                                                                             --------------      --------------
                                                                                          (In Thousands)

<S>                                                                          <C>                 <C>
Unrealized holding loss on available for sale securities                     $          (6)      $          (76)

          Tax effect                                                                    (2)                 (26)
                                                                             -------------       --------------
          Net of tax amount                                                  $          (4)      $          (50)
                                                                             =============       ==============
</TABLE>


                                       8
<PAGE>
Note 5- Loss Per Common Share

Basic  loss per  common  share is  calculated  by  dividing  the net 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 three  months  ended March 31, 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 loss per common share until they are committed to
be released.  The basic average  common shares  outstanding  were  1,718,526 and
946,050 for the three months ended March 31, 2008 and March 31, 2007.

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  March  31,  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 on Form 10-KSB filed 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 of our allowance for loan losses
as our critical accounting policy.

                                       9
<PAGE>
     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
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 March 31, 2008 and December 31, 2007

     Total Assets.  Total assets increased by $25.4 million, or 15.2%, to $193.0
million at March 31, 2008 from $167.6  million at December 31, 2007. The primary
increase  in total  assets  reflected  increases  in the  investment  securities
classified as available for sale funded by FHLB advances,  deposit  growth,  and
United States government agency securities  maturities from the held to maturity
portfolio.  Part of the  asset  growth  was  attributable  to a  mortgage-backed
securities  balance sheet leverage  strategy executed in February 2008 funded by
FHLB advances, described below.

Loans receivable decreased by $720,000,  or 0.6%, to $123.6 million at March 31,
2008 from $124.3 million at December 31, 2007. The decrease in loans  receivable
was the  result  of sales  of  30-year  fixed-rate  residential  mortgage  loans
totaling $1.4 million,  partially offset by net portfolio increases in fixed and
adjustable rate residential mortgages totaling $697,000.  The Bank continues not
to be involved in, and has no exposure to, sub-prime lending activities.

                                       10
<PAGE>
Investment  securities increased by $25.4 million, or 88.2%, to $54.2 million at
March 31,  2008 from $28.8  million at  December  31,  2007.  The  increase  was
primarily  attributable  to the  purchase  of $23.5  million  of  United  States
Government  agency  securities,  purchases of $18.0  million of  mortgage-backed
securities,  partially  offset with maturities of $15.5 million of United States
Government agency  securities,  and $572,000 of principal payments received from
mortgage-backed securities. Additionally, in February 2008, the Company executed
a $14.6 million mortgage-backed securities balance sheet leverage strategy in an
effort to increase  earnings that, at the time of the  transaction,  generated a
positive 149 basis point spread over Federal Home Loan Bank funding  costs.  All
securities  purchased in the first  quarter of 2008,  other than $3.0 million of
United  States  Government  agency  securities,  were  classified  as securities
available  for sale.  Management  made the decision to increase  the  securities
classified as available for sale providing a portfolio of marketable  securities
for liquidity as an alternative to borrowings.

Investment  in FHLB of New York stock  increased by  $778,000,  or 55.4% to $2.2
million at March 31, 2008,  from $1.4 million at December 31, 2007.  The FHLB of
New  York  requires  members  to  purchase   additional  stock  with  additional
borrowings.

     Deposits and Borrowings. Total deposits increased by $9.1 million, or 7.6%,
to $128.3  million at March 31, 2008 from $119.2  million at December  31, 2007.
Certificates of deposit, including IRAs, increased by $7.3 million.  Transaction
accounts,  including checking, NOW, money market and savings accounts, increased
by $1.8 million.  The net deposit  growth was  attributable  to the  Irondequoit
branch  growth of $5.4  million,  Fairport  branch  growth of $2.2  million  and
Penfield branch growth of $1.5 million.

Borrowings  increased by $17.3 million,  or 67.6%, to $42.9 million at March 31,
2008 from $25.6  million on December  31,  2007.  Borrowings  increased by $14.6
million as part of the balance sheet leverage  strategy to fund  mortgage-backed
securities classified as available for sale.

     Stockholders'  Equity. Total stockholders' equity decreased by $103,000, or
0.5%,  to $20.0  million at March 31, 2008 from $20.1  million at  December  31,
2007.  The  decrease  resulted  from a net loss of $106,000 for the three months
ended March 31,  2008,  a $4,000  decrease in  accumulated  other  comprehensive
income, and a $7,000 decrease in ESOP shares committed to be released.

     Non-Performing  Assets.  At March 31,  2008,  there  were no loans or other
assets   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, which were brought current in January 2008.

At March 31, 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.

                                       11
<PAGE>
     Average balances and yields. The following table sets 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.

<TABLE>
<CAPTION>


                                                        For the Quarter Ended March 31,
                                     ------------------------------------------------------------------------
                                                      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.........................       $  122,962        1,817      5.91%     $ 120,473    $  1,794       5.96%
Securities....................          26,466           313      4.73         19,416         235       4.84
Mortgage-backed securities....          17,668           202      4.57          5,773          59       4.09
Other.........................           8,915            74      3.32            454           6       5.29
                                     ----------    ---------                ---------    --------
   Total interest-earning assets       176,011         2,406      5.47        146,116       2,094       5.73
                                                   ---------      ----                   --------       ----
Noninterest-earning assets....           4,987                                  4,694
                                     -----------                            ---------
   Total assets...............       $  180,998                             $ 150,810
                                     ==========                             =========

Interest-bearing liabilities:
NOW accounts..................       $    5,669           12      0.85      $   4,885           7       0.57
Passbook savings..............          13,461            38      1.13         12,190          31       1.02
Money market savings.........
---------------------------------
Individual retirement accounts          10,851            67      2.47         10,207          71       2.78
                                        16,122           181      4.49         14,999         157       4.19
Certificates of deposit.......          74,082           844      4.56         65,462         696       4.25
Borrowings....................          35,363           378      4.28         24,193         291       4.81
                                     ----------    ---------                ---------    --------
   Total interest-bearing
     liabilities..............         155,548         1,520      3.91%       131,936       1,253       3.80%
                                     ----------    ---------      ----      ---------    --------       ----
Noninterest-bearing liabilities:
Demand deposits.........                 3,083                               3,246
Other.........................           2,255                               1,844
                                     ----------                           ---------
     Total liabilities........         160,886                              137,026
Stockholders' equity..........          20,112                               13,784
                                     ----------                           ---------
   Total liabilities and
     stockholders' equity.....       $  180,998                           $ 150,810
                                     ==========                           =========

Net interest income...........                     $     886                             $    841
                                                   =========                             ========
Interest rate spread (1)......                                    1.56%                                 1.93%
                                                                  ====                                  ====
Net interest-earning assets (2)      $   20,463                           $  14,180
                                     ==========                           =========
Net interest margin (3).......                          2.01%                                2.30%
                                                   =========                             ========
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.

Comparison of Operating Results for the Three Months Ended March 31, 2008 and
March 31, 2007

     General. We had a net loss of $106,000 for the three months ended March 31,
2008  compared to a net loss of $135,000  for the three  months  ended March 31,
2007. The decrease of $29,000 in net loss for the first quarter of 2008 compared
to the first quarter of 2007 resulted primarily from an increase in net interest
income.  This  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 and the leverage strategy discussed earlier.
</TABLE>

                                       12
<PAGE>
     Interest and Dividend  Income.  Interest and dividend  income  increased by
$312,000,  or 14.9%,  to $2.4  million for the three months ended March 31, 2008
from $2.1 million for the three  months  ended March 31,  2007.  The increase in
interest and  dividend  income  resulted  from a $23,000,  or 1.3%,  increase in
interest  income from loans, a $78,000,  or 33.2%,  increase in interest  income
from  securities,  a  $143,000,  or 242.4%  increase  in  interest  income  from
mortgage-backed  securities, and a $68,000 or 1133.3% increase in other interest
income from federal funds sold.  Average  interest-earning  assets  increased by
$29.9 million,  or 20.5%, to $176.0 million for the three months ended March 31,
2008 from $146.1 million for the three months ended March 31, 2007. The yield on
interest-earning  assets  decreased  by 26 basis  points  to 5.47% for the three
months  ended March 31, 2008  compared to 5.73% for the three months ended March
31, 2007,  reflecting  decreases in short- and long-term interest rates over the
last year.

     Interest Expense.  Interest expense increased  $267,000,  or 21.3%, to $1.5
million for the three  months  ended  March 31,  2008 from $1.3  million for the
three  months ended March 31, 2007.  The increase in interest  expense  resulted
from an increase in the average balance in  interest-bearing  liabilities and an
increase  in the  average  cost of  interest-bearing  liabilities.  The  average
balance of  interest-bearing  liabilities  increased $23.6 million, or 17.9%, to
$155.5  million for the three  months  ended  March 31, 2008  compared to $131.9
million  for the  three  months  ended  March  31,  2007.  The  average  cost of
interest-bearing liabilities increased by 11 basis points to 3.91% for the three
months  ended  March 31,  2008 from 3.80% for the three  months  ended March 31,
2007. The average cost of deposit accounts increased by 23 basis points to 3.80%
for the three months ended March 31, 2008 compared to 3.57% for the three months
ended March 31, 2007. In contrast,  the average cost of borrowings  decreased by
53 basis points to 4.28% for the three  months ended March 31, 2008  compared to
4.81% for the three  months  ended  March 31,  2007.  The  increase  in interest
expense  reflects a higher volume of deposits and borrowings due to the leverage
transaction.

At March 31, 2008, we had $21.2 million of  certificates  of deposit,  including
individual  retirement  accounts that will mature  during the second  quarter of
2008 with a weighted  average cost of 4.7%.  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  $45,000,  or 5.4%, to
$886,000 for the three  months ended March 31, 2008 from  $841,000 for the three
months  ended  March 31,  2007.  The  increase  in net  interest  income was due
primarily to an increase in average interest-earning assets of $6.3 million more
than interest-bearing  liabilities, due to the investment of the proceeds of the
initial stock  offering  that closed in August 2007.  The Company's net interest
margin  decreased  29 basis points to 2.01% for the three months ended March 31,
2008 from 2.30% for the three months  ended March 31, 2007.  The decrease in net
interest  margin is consistent  with the lagging  effect of the flat or inverted
yield curve that existed for much of 2007, as well as  competitive  market rates
for  certificates  of  deposit  and the  impact of the  balance  sheet  leverage
transaction. We expect that the decrease in the Federal Fund's rate of 200 basis
points during the first quarter of 2008 should  improve our net interest  margin
over the next few  quarters,  as  certificates  of deposits  mature and renew at
these lower 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 no
provision  for loan losses for the three month  periods ended March 31, 2008 and
March 31, 2007. The allowance for loan losses as of March 31, 2008 was $321,000,
or 0.27% of total  loans,  compared to  $322,000,  or 0.27% of total loans as of
March 31, 2007.  In the first quarter of 2008 we had a recovery of $2,000 from a
previously  charged-off  consumer loan. We had no non-accrual  loans as of March
31,  2008  compared to $46,000,  or 0.04% of loans in  non-accrual  status as of
March 31, 2007.

                                       13
<PAGE>
     Other Income.  Total other income increased  $13,000,  or 16.0%, to $94,000
for the three  months  ended  March 31,  2008  compared to $81,000 for the three
months ended March 31, 2007.  The increase was the result of a $20,000  increase
mainly due to overdraft protection fees on customer checking accounts,  which is
included in other on the  Consolidated  Statements of  Operations,  and a $7,000
decrease in commissions from Oakleaf insurance/annuity and security sales.

     Other Expenses.  Other expenses increased $12,000, or 1.1%, to $1.1 million
for the three months ended March 31, 2008 compared to $1.1 million for the three
months  ended  March 31,  2007.  The  increase  was the result of an  additional
$12,000 in salaries and benefits expense  primarily due to annual cost of living
raises  effective  January 1 of each year,  an increase  of $7,000 in  occupancy
expenses  primarily due to increased  lease expense for the Penfield  branch,  a
decrease of $41,000 in advertising  and marketing  expenses,  and an increase of
$34,000  in  miscellaneous  other  expenses,   primarily  the  additional  costs
associated with being a public company.

     Income Tax Expense/Benefit. We had a pre-tax loss of $164,000 for the three
months  ended  March 31, 2008  versus a pre-tax  loss of $210,000  for the three
months  ended March 31,  2007,  which  resulted in a $58,000 tax benefit for the
three months  ended March 31,  2008,  versus a $75,000 tax benefit for the three
months  ended March 31, 2007, a change of $17,000.  The  effective  tax rate was
(35.4%) for the three  months  ended March 31, 2008  compared to (35.7%) for the
three months ended March 31, 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 March 31,
2008, our liquidity ratio averaged 24.0%. We believe that we have enough sources
of liquidity to satisfy our short- and long-term liquidity needs as of March 31,
2008.

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

         (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 March 31, 2008, cash and cash  equivalents  totaled
$9.3 million.

                                       14
<PAGE>
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 March 31,  2008,  we had $4.6  million in loan  commitments  outstanding.  In
addition to commitments to originate  loans, we had $7.6 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
March 31, 2008 totaled $72.6 million,  or 77.6% of our  certificates  of deposit
and 56.6% 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 March 31, 2008. 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 quarter ended March 31, 2008,  we  originated  $3.9 million of loans.
However,   the  steepened  yield  curve,   deposit  growth,   and  FHLB  advance
availability  provided the  opportunity to increase our investment  portfolio by
$25.4 million during the quarter ended March 31, 2008.

Financing  activities  consist  primarily  of activity in deposit  accounts  and
Federal  Home Loan Bank  borrowings.  We  experienced  a net  increase  in total
deposits of $9.1 million for the quarter ended March 31, 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 $17.3 million to $42.9 million at March 31, 2008, compared to a net
decrease of $6.4 million for the quarter ended March 31, 2007. Federal Home Loan
Bank  borrowings  have  primarily  been used to fund loan demand;  however $14.6
million of advances were used to fund the balance sheet leverage transaction. At
March 31, 2008,  we had the ability to borrow  approximately  $94.8 million from
the  Federal  Home  Loan  Bank of New  York,  of which  $42.9  million  had been
advanced.

Fairport  Savings Bank is subject to various  regulatory  capital  requirements,
including a  risk-based  capital  measure.  The  risk-based  capital  guidelines
include  both  a  definition  of  capital  and  a  framework   for   calculating
risk-weighted  assets by assigning  balance sheet assets and  off-balance  sheet
items to broad  risk  categories.  At March  31,  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.

                                       15
<PAGE>
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 March 31, 2008 and 2007, we had $4.6 million and $1.9 million,  respectively,
of commitments to grant loans, and $7.6 million and $8.0 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 4T. 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.


                           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.

                                       16
<PAGE>
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

     During the period  covered by this  report,  the Company did not submit any
matters to the vote of security holders.

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).

                                       17
<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:    May 14, 2008                  /s/ Dana C. Gavenda
                                       --------------------------------
                                       Dana C. Gavenda
                                       President and Chief Executive Officer


Date:    May 14, 2008                  /s/ Kevin D. Maroney
                                       --------------------------------
                                       Kevin D. Maroney
                                       Executive Vice President and Chief
                                       Financial Officer


                                       18
<PAGE>


                                                                    Exhibit 31.1

                    Certification of Chief Executive Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Dana C. Gavenda, certify that:

1.   I have  reviewed this March 31, 2008  Quarterly  Report on Form 10-Q of FSB
     Community Bankshares, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my knowledge,  the consolidated  financial  statements,  and other
     financial  information  included  in this  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this report is being prepared;

     b)  Designed such internal control over financial reporting, or caused such
         internal  control over  financial  reporting  to be designed  under our
         supervision,  to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial  statements for
         external  purposes in accordance  with  generally  accepted  accounting
         principles;

     c)  Evaluated the effectiveness of the registrant's disclosure controls and
         procedures  and  presented  in this  report our  conclusions  about the
         effectiveness of the disclosure controls and procedures,  as of the end
         of the period covered by this report based on such evaluation; and

     d)  Disclosed  in this  report  any  change  in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         most recent fiscal quarter (the  registrant's  fourth fiscal quarter in
         the case of an  annual  report)  that has  materially  affected,  or is
         reasonably  likely to  materially  affect,  the  registrant's  internal
         control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

     a)  All significant  deficiencies and material  weaknesses in the design or
         operation  of  internal  control  over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

     b)  Any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         control over financial reporting.


Date:   May 14, 2008                   /s/ Dana C. Gavenda
                                       ----------------------------------
                                       Dana C. Gavenda
                                       President and Chief Executive Officer


<PAGE>


                                                                    Exhibit 31.2

                    Certification of Chief Financial Officer
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevin D. Maroney, certify that:

1.   I have  reviewed this March 31, 2008  Quarterly  Report on Form 10-Q of FSB
     Community Bankshares, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my knowledge,  the consolidated  financial  statements,  and other
     financial  information  included  in this  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  Designed  such  disclosure  controls  and  procedures,  or caused  such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to  ensure  that  material  information  relating  to the
         registrant,  including its consolidated subsidiaries,  is made known to
         us by others within those entities,  particularly  during the period in
         which this report is being prepared;

     b)  Designed such internal control over financial reporting, or caused such
         internal  control over  financial  reporting  to be designed  under our
         supervision,  to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial  statements for
         external  purposes in accordance  with  generally  accepted  accounting
         principles;

     c)  Evaluated the effectiveness of the registrant's disclosure controls and
         procedures  and  presented  in this  report our  conclusions  about the
         effectiveness of the disclosure controls and procedures,  as of the end
         of the period covered by this report based on such evaluation; and

     d)  Disclosed  in this  report  any  change  in the  registrant's  internal
         control over financial  reporting that occurred during the registrant's
         most recent fiscal quarter (the  registrant's  fourth fiscal quarter in
         the case of an  annual  report)  that has  materially  affected,  or is
         reasonably  likely to  materially  affect,  the  registrant's  internal
         control over financial reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

     a)  All significant  deficiencies and material  weaknesses in the design or
         operation  of  internal  control  over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the  registrant's  ability to
         record, process, summarize and report financial information; and

     b)  Any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         control over financial reporting.

Date:    May 14, 2008                  /s/ Kevin D. Maroney
                                       ----------------------------------
                                       Kevin D. Maroney
                                       Executive Vice President and Chief
                                       Financial Officer


<PAGE>
                                                                      Exhibit 32

     Certification  of Chief  Executive  Officer  and  Chief  Financial  Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     Dana C.  Gavenda,  Chief  Executive  Officer and President of FSB Community
Bankshares, Inc., (the "Company") and Kevin D. Maroney, Executive Vice President
and Chief Financial  Officer of the Company,  each certify in his capacity as an
officer of the Company that he has reviewed  the  quarterly  report on Form 10-Q
for the quarter ended March 31, 2008 (the  "Report") and that to the best of his
knowledge:

     1.  the Report fully  complies with the  requirements  of Sections 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     2.  the  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         the Company.





Date:  May 14, 2008                    /s/ Dana C. Gavenda
                                       -----------------------------------
                                       Dana C. Gavenda
                                       President and Chief Executive Officer



Date:  May 14, 2008                    /s/ Kevin D. Maroney
                                       -----------------------------------
                                       Kevin D. Maroney
                                       Executive Vice President and Chief
                                       Financial Officer


A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.