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, 2009
                                       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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
YES [ ]  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 13, 2009 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
                                      -----

                                                                            Page
                                                                            ----

                          Part I. Financial Information


Item 1.      Consolidated Financial Statements (unaudited)

             Consolidated Balance Sheets as of March 31, 2009 and
             December 31, 2008                                                1

             Consolidated Statements of Operations for the Three
             Months Ended March 31, 2009 and 2008                             2

             Consolidated Statements of Stockholders' Equity for
             the Three Months Ended March 31, 2009 and 2008                   3

             Consolidated Statements of Cash Flows for the Three
             Months Ended March 31, 2009 and 2008                             4

             Notes to Consolidated Financial Statements                       6

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

Item 3.      Quantitative and Qualitative Disclosures about
             Market Risk                                                     17

Item 4T.     Controls and Procedures                                         17

                           Part II. Other Information

Item 1.      Legal Proceedings                                               17

Item 1A.     Risk Factors                                                    17

Item 2.      Unregistered Sales of Equity Securities and Use of
             Proceeds                                                        18

Item 3.      Defaults upon Senior Securities                                 18

Item 4.      Submission of Matters to a Vote of Security Holders             18

Item 5.      Other Information                                               18

Item 6.      Exhibits                                                        18

             Signature Page                                                  19



<PAGE>


                          Part I. Financial Information

Item 1.   Consolidated Financial Statements

                         FSB COMMUNITY BANKSHARES, INC.

                           Consolidated Balance Sheets
                March 31, 2009 and December 31, 2008 (unaudited)
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                              March 31,           December 31,
                    Assets                                                      2009                 2008
                                                                          ----------------     ----------------
<S>                                                                       <C>                  <C>
Cash and due from banks                                                   $          3,453     $          2,154
Interest-earning demand deposits                                                     3,151                1,019
                                                                          ----------------     ----------------
  Cash and Cash Equivalents                                                          6,604                3,173

Securities available for sale                                                       51,114               43,925
Securities held to maturity (fair value 2009 - $7,074, 2008 - $7,091)                7,100                7,289
Investment in FHLB stock                                                             1,990                2,312
Loans receivable, net of allowance for loan losses of: 2009 - $350,
  2008 - $345                                                                      128,640              135,713
Accrued interest receivable                                                          1,006                1,032
Premises and equipment, net                                                          2,264                2,308
Other assets                                                                           649                  383
                                                                          ----------------     ----------------
          Total Assets                                                    $        199,367     $        196,135
                                                                          ================     ================

                    Liabilities & Stockholders' Equity

Deposits:
  Non-interest-bearing                                                    $          3,326     $          3,487
  Interest-bearing                                                                 135,069              124,035
                                                                          ----------------     ----------------
          Total Deposits                                                           138,395              127,522

Short-term borrowings                                                                    -                3,850
Long-term borrowings                                                                38,318               41,631
Advances from borrowers for taxes and insurance                                      1,437                2,152
Other liabilities                                                                      828                  939
                                                                          ----------------     ----------------
          Total Liabilities                                                        178,978              176,094
                                                                          ----------------     ----------------

                    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                                                           7,283                7,286
Retained earnings                                                                   13,300               13,249
Accumulated other comprehensive income (loss)                                          248                  (43)
                                                                          ----------------     ----------------
Unearned ESOP shares - at cost                                                        (621)                (630)
                                                                          ----------------     ----------------
          Total Stockholders' Equity                                                20,389               20,041
                                                                          ----------------     ----------------

          Total Liabilities and Stockholders' Equity                      $        199,367     $        196,135
                                                                          ================     ================
</TABLE>

See accompanying notes to consolidated financial statements


<PAGE>


                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Operations
             Three Months Ended March 31, 2009 and 2008 (unaudited)
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                2009                 2008
                                                                          ----------------     ----------------
<S>                                                                       <C>                  <C>
Interest and Dividend Income
  Loans                                                                   $          1,907     $          1,817
  Securities - taxable                                                                 267                  313
  Mortgage-backed securities                                                           326                  202
  Other                                                                                  1                   74
                                                                          ----------------     ----------------
          Total Interest and Dividend Income                                         2,501                2,406
                                                                          ----------------     ----------------
Interest expense
  Deposits                                                                             879                1,142
  Borrowings:
     Short-term                                                                          1                    -
     Long-term                                                                         424                  378
                                                                          ----------------     ----------------
          Total Interest Expense                                                     1,304                1,520
                                                                          ----------------     ----------------
          Net Interest Income                                                        1,197                  886
Provision for Loan Losses                                                                6                    -
                                                                          ----------------     ----------------
          Net Interest Income After Provision
             for Loan Losses                                                         1,191                  886
                                                                          ----------------     ----------------
Other Income
  Service fees                                                                          49                   38
  Fee income                                                                            11                   15
  Other                                                                                 74                   41
                                                                          ----------------     ----------------
          Total Other Income                                                           134                   94
                                                                          ----------------     ----------------
Other Expenses
  Salaries and employee benefits                                                       693                  637
  Occupancy expense                                                                    125                  114
  Data processing costs                                                                 23                   16
  Advertising                                                                           32                   61
  Equipment expense                                                                     90                   85
  Electronic banking                                                                    20                   18
  Directors' fees                                                                       28                   26
  Mortgage fees and taxes                                                               44                   30
  Other expense                                                                        191                  157
                                                                          ----------------     ----------------
          Total Other Expenses                                                       1,246                1,144
                                                                          ----------------     ----------------
          Income (Loss) Before Income Taxes                                             79                 (164)

          Provision  (Benefit) for Income Taxes                                         28                  (58)
                                                                          ----------------     ----------------
          Net Income (Loss)                                               $             51     $           (106)
                                                                          ================     ================
          Earnings (Loss) per common share                                $           0.03     $          (0.06)
                                                                          ================     ================
</TABLE>


See accompanying notes to consolidated financial statements


                                       2

<PAGE>


                         FSB COMMUNITY BANKSHARES, INC.

                 Consolidated Statements of Stockholders' Equity
             Three Months Ended March 31, 2009 and 2008 (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, 2008              $         179  $       7,293  $      13,224  $         118  $        (665) $      20,149
                                                                                                                  -------------
  Comprehensive loss:
     Net loss                                      -              -           (106)             -              -           (106)
     Change in net unrealized gain
        (loss) 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
                                       =============  =============  =============  =============  =============  =============
Balance - January 1, 2009              $         179  $       7,286  $      13,249  $         (43) $        (630) $      20,041
                                                                                                                  -------------
  Comprehensive income:
     Net income                                    -              -             51              -              -             51
     Change in net unrealized gain
        (loss) on securities
        available for sale, net of
        taxes                                      -              -              -            291              -            291
                                                                                                                  -------------
     Total Comprehensive Income
                                                                                                                            342

  ESOP shares committed to be
     released                                      -             (3)             -              -              9              6
                                       -------------  -------------  -------------  -------------  -------------  -------------
Balance - March 31, 2009               $         179  $       7,283  $      13,300  $         248  $        (621) $      20,389
                                       =============  =============  =============  =============  =============  =============
</TABLE>


See accompanying notes to consolidated financial statements


                                       3


<PAGE>


                         FSB COMMUNITY BANKSHARES, INC.

                      Consolidated Statements of Cash Flows
             Three Months Ended March 31, 2009 and 2008 (unaudited)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                      2009                 2008
                                                                                ----------------     ----------------
<S>                                                                             <C>                  <C>
Cash Flows From Operating Activities
  Net Income (Loss)                                                             $             51     $           (106)
  Adjustments to reconcile net income (loss) to net cash provided (used) by
     operating activities:
        Net amortization of premiums and discounts on investments                             59                   69
        Gain on sale of loans                                                                (29)                   -
        Amortization of net deferred loan origination fees                                     6                    3
        Depreciation and amortization                                                         67                   68
        Provision for loan losses                                                              6                    -
        Expense related  to stock-based compensation plans                                     6                    7
        Deferred income tax benefit                                                          (13)                 (28)
        Decrease (increase) in accrued interest  receivable                                   26                  (84)
        Increase in other assets                                                            (269)                  (5)
        Decrease in other liabilities                                                       (253)                (372)
                                                                                ----------------     ----------------
             Net Cash Used By Operating Activities                                          (343)                (448)
                                                                                ----------------     ----------------
Cash Flows From Investing Activities
  Purchase of securities held to maturity                                                      -               (3,001)
  Proceeds from maturities and calls of securities held to maturity                            -               15,487
  Proceeds from principal paydowns of securities held to maturity                            188                  572
  Purchase of securities available for sale                                              (16,427)             (38,565)
  Proceeds from maturities and calls of securities available for sale                      8,835                    -
  Proceeds from principal paydowns of securities available for sale                          794                    -
  Net increase (decrease) in loans                                                         2,302                 (639)
  Proceeds from sales of loans                                                             4,788                1,364
  (Purchase) redemption of Federal Home Loan Bank stock                                      322                 (778)
  Purchase of premises and equipment                                                         (23)                  (9)
                                                                                ----------------     ----------------
             Net Cash Provided (Used) By Investing Activities                                779              (25,569)
                                                                                ----------------     ----------------
Cash Flows From Financing Activities
  Net increase in deposits                                                                10,873                9,141
  Net decrease in short-term borrowings                                                   (3,850)                   -
  Proceeds from long-term  borrowings                                                          -               17,500
  Repayments on borrowings                                                                (3,313)                (191)
  Net decrease  in advances from borrowers
     for taxes and insurance                                                                (715)                (550)
                                                                                ----------------     ----------------
             Net Cash Provided By Financing Activities                                     2,995               25,900
                                                                                ----------------     ----------------
             Net Increase (Decrease) in Cash
                and Cash Equivalents                                                       3,431                 (117)

Cash and Cash Equivalents- Beginning                                                       3,173                9,444
                                                                                ----------------     ----------------
Cash and Cash Equivalents- End                                                  $          6,604     $          9,327
                                                                                ================     ================

</TABLE>


                                       4


<PAGE>


                         FSB COMMUNITY BANKSHARES, INC.

               Consolidated Statements of Cash Flows, (Continued)


                                                 2009                2008
                                           ----------------     ----------------
Supplementary Cash Flows Information

     Interest paid                         $          1,294     $          1,462
                                           ================     ================

     Income taxes paid                     $             85     $              -
                                           ================     ================


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  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 year ended
December  31,  2008,  included in the Annual  Report filed on Form 10-K with the
Securities and Exchange Commission ("SEC") on March 31, 2009.

Operating  results for the three months ended March 31, 2009 are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2009.

The  consolidated  financial  statements at March 31, 2009 and December 31, 2008
and for the three  months  ended March 31, 2009 and 2008 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 may have been reclassified,  when necessary, to conform to current
period presentation.


Note 2-Fair Value Accounting

Management  uses its best judgment in estimating the fair value of the Company's
financial instruments;  however, there are inherent weaknesses in any estimation
technique.  Therefore,  for  substantially all financial  instruments,  the fair
value estimates herein are not necessarily indicative of the amounts the Company
could have realized in a sale transaction on the dates indicated.  The estimated
fair value amounts have been measured as of their respective reporting dates and
have not  been  re-evaluated  or  updated  for  purposes  of these  consolidated
financial  statements  subsequent  to  those  respective  dates.  As  such,  the
estimated  fair  values  of  these  financial  instruments   subsequent  to  the
respective  reporting  dates may be different than the amounts  reported at each
reporting date.

In September  2006, the Financial  Accounting  Standards  Board ("FASB")  issued
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.


                                       6


<PAGE>


Note 2-Fair Value Accounting (Continued)

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 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
December 31, 2008 and at March 31, 2009:
<TABLE>
<CAPTION>

        (Dollars in Thousands)

<S>                                         <C>            <C>            <C>            <C>
      Securities available for sale             Total         Level 1        Level 2        Level 3
                                            ----------     ----------     ----------     ----------
          December 31, 2008                 $   43,925     $        6     $   43,919     $        -
                                            ==========     ==========     ==========     ==========
          March 31, 2009                    $   51,114     $        6     $   51,108     $        -
                                            ==========     ==========     ==========     ==========
</TABLE>


The fair value of  securities  available  for sale are  determined  by obtaining
quoted market prices on nationally recognized securities exchanges (Level 1), or
matrix pricing  (Level 2), which is a mathematical  technique used widely in the
industry to value debt securities  without relying  exclusively on quoted market
prices for the  specific  securities  but  rather by relying on the  securities'
relationship to other benchmark quoted prices.  For certain securities which are
not traded in active markets or are subject to transfer restrictions, valuations
are  adjusted  to  reflect  illiquidity  and/or  non-transferability,  and  such
adjustments  are generally  based on available  market  evidence  (Level 3). The
Company had no Level 3 investment  securities at December 31, 2008 and March 31,
2009.

Securities are evaluated  periodically  to determine  whether a decline in their
fair value is other than  temporary.  Management  utilizes  criteria such as the
magnitude and duration of the decline, in addition to the reasons underlying the
decline,  to determine  whether the loss in value is other than  temporary.  The
term  "other than  temporary"  is not  intended to indicate  that the decline is
permanent,  but indicates that the prospect for a near-term recovery of value is
not  necessarily  favorable.  Once a decline in fair value is  determined  to be
other than temporary the cost basis of the security is reduced  through a charge
to earnings in the consolidated statement of income.


                                       7


<PAGE>


Note 3-Recent Accounting Pronouncements

FSP FAS 157-4

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position (FSP) No. FAS 157-4,  Determining  Fair Value When the Volume and Level
of  Activity  for the  Asset  or  Liability  Have  Significantly  Decreased  and
Identifying  Transactions  That Are Not Orderly (FSP FAS 157-4).  FASB Statement
157,  Fair  Value  Measurements,  defines  fair value as the price that would be
received to sell the asset or transfer the  liability in an orderly  transaction
(that  is,  not  a  forced   liquidation  or  distressed  sale)  between  market
participants at the measurement  date under current market  conditions.  FSP FAS
157-4 provides  additional  guidance on determining when the volume and level of
activity for the asset or liability has  significantly  decreased.  The FSP also
includes  guidance on identifying  circumstances  when a transaction  may not be
considered orderly.

FSP FAS 157-4 provides a list of factors that a reporting entity should evaluate
to determine  whether  there has been a  significant  decrease in the volume and
level of  activity  for the asset or  liability  in  relation  to normal  market
activity for the asset or liability.  When the reporting  entity concludes there
has been a  significant  decrease  in the volume and level of  activity  for the
asset or  liability,  further  analysis of the  information  from that market is
needed and  significant  adjustments  to the related  prices may be necessary to
estimate fair value in accordance with Statement 157.

This FSP clarifies that when there has been a significant decrease in the volume
and level of activity for the asset or liability,  some  transactions may not be
orderly.  In those  situations,  the  entity  must  evaluate  the  weight of the
evidence to determine  whether the  transaction  is orderly.  The FSP provides a
list of  circumstances  that may indicate that a transaction  is not orderly.  A
transaction  price that is not associated  with an orderly  transaction is given
little, if any, weight when estimating fair value.

This FSP is effective for interim and annual reporting periods ending after June
15, 2009, with early adoption permitted for periods ending after March 15, 2009.
The Company is currently  reviewing the effect this new pronouncement  will have
on its consolidated financial statements.

FSP FAS 115-2 and FAS 124-2

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2).
FSP FAS 115-2 and FAS 124-2 clarifies the interaction of the factors that should
be considered when determining whether a debt security is other-than-temporarily
impaired. For debt securities, management must assess whether (a) it has the
intent to sell the security and (b) it is more likely than not that it will be
required to sell the security prior to its anticipated recovery. These steps are
done before assessing whether the entity will recover the cost basis of the
investment. Previously, this assessment required management to assert it has
both the intent and the ability to hold a security for a period of time
sufficient to allow for an anticipated recovery in fair value to avoid
recognizing an other-than-temporary impairment. This change does not affect the
need to forecast recovery of the value of the security through either cash flows
or market price.

In  instances  when  a  determination  is  made  that  an   other-than-temporary
impairment exists but the investor does not intend to sell the debt security and
it is not  more  likely  than  not  that it will be  required  to sell  the debt
security prior to its anticipated recovery,  FSP FAS 115-2 and FAS 124-2 changes
the presentation and amount of the other-than-temporary impairment recognized in
the income statement. The other-than-temporary  impairment is separated into (a)
the amount of the total other-than-temporary impairment related to a decrease in
cash flows expected to be collected from the debt security (the credit loss) and
(b) the amount of the total other-than-temporary impairment related to all other
factors. The amount of the total other-than-temporary  impairment related to the
credit   loss  is   recognized   in   earnings.   The   amount   of  the   total
other-than-temporary  impairment  related to all other  factors is recognized in
other comprehensive income.


                                       8


<PAGE>


Note 3-Recent Accounting Pronouncements (Continued)

This FSP is effective for interim and annual reporting periods ending after June
15, 2009, with early adoption permitted for periods ending after March 15, 2009.
The Company is currently  reviewing the effect this new pronouncement  will have
on its consolidated financial statements.

FSP FAS 107-1 and APB 28-1

In April  2009,  the  FASB  issued  FSP No.  FAS  107-1  and APB  28-1,  Interim
Disclosures  about Fair Value of  Financial  Instruments  (FSP FAS 107-1 and APB
28-1).  FSP FAS 107-1 and APB 28-1 amends FASB  Statement  No. 107,  Disclosures
about Fair Value of Financial  Instruments,  to require  disclosures  about fair
value of financial  instruments for interim reporting periods of publicly traded
companies as well as in annual  financial  statements.  This FSP also amends APB
Opinion No. 28, Interim  Financial  Reporting,  to require those  disclosures in
summarized financial information at interim reporting periods.

This FSP is effective for interim and annual reporting periods ending after June
15, 2009, with early adoption permitted for periods ending after March 15, 2009.
The Company is currently  reviewing the effect this 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, 2009 and 2008 are as follows:


                                                      For the Three Months Ended
                                                               March 31,
                                                         2009            2008
                                                      ----------     ----------

Unrealized holding gain (loss) on securities
  available for sale                                  $      449     $       (6)

     Tax effect                                              158             (2)
                                                      ----------     ----------
     Net of tax amount                                $      291     $       (4)
                                                      ==========     ==========


Note 5- Earnings (Loss) Per Common Share

Earnings  (loss) per common  share are  calculated  by  dividing  the net income
(loss) by the  weighted-average  number of common shares  outstanding during the
period. The Company has not granted any restricted stock awards or stock options
and,  during the three months ended March 31, 2009 and 2008,  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  earnings  (loss)  per  common  share  until  they are
released.  The average  common shares  outstanding  were 1,722,900 for the three
months ended March 31, 2009 and  1,718,526  for the three months ended March 31,
2008.


                                       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  March  31,  2009,  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-K with the
Securities and Exchange Commission on March 31, 2009. 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.  Based  on the  valuation  techniques  used and the  sensitivity  of
financial statement amounts to the methods, assumptions and estimates underlying
those amounts,  management has identified the determination of the allowance for
loan losses and the evaluation of investment securities for other that temporary
impairment  to be the  accounting  areas that  require the most  subjective  and
complex  judgments,  and as such could be the most  subject to  revision  as new
information becomes available.

     Allowance for Loan Losses.  The allowance for loan losses is established as
losses are estimated to have occurred in the loan  portfolio.  The allowance for
loan losses is recorded through a provision for loan losses charged to earnings.
Loan losses are charged  against the  allowance  when  management  believes  the
un-collectability of a loan balance is confirmed. Subsequent recoveries, if any,
are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management  and
is based upon management's periodic review of the collectability of the loans in
light of  historical  experience,  the nature and volume of the loan  portfolio,
adverse  situations  that may  affect  the  borrower's  ability  to  repay,  the
estimated value of any underlying collateral and prevailing economic conditions.
This  evaluation is  inherently  subjective  as it requires  estimates  that are
susceptible to significant revision as more information becomes available.


                                       10


<PAGE>


Critical Accounting Policies (Continued)

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.

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.

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

     Other than temporary impairment.  Declines in fair value of securities held
to maturity and  available for sale below their cost that are deemed to be other
than  temporary  are  reflected in earnings as realized  losses.  In  estimating
other-than-temporary  impairment losses,  management considers (1) the length of
time and the  extent to which the fair  value has been less than  cost,  (2) the
financial  condition and near-term  prospects of the issuer,  and (3) the intent
and ability of the Bank to retain its  investment  in the issuer for a period of
time  sufficient to allow for any anticipated  recovery in fair value.  Realized
gains or losses,  determined on the basis of the cost of the specific securities
sold, are included in earnings.

Comparison of Financial Condition at March 31, 2009 and December 31, 2008

     Total Assets.  Total assets  increased by $3.3 million,  or 1.6%, to $199.4
million at March 31, 2009 from $196.1 million at December 31, 2008. The increase
in total  assets  primarily  reflects  increases  in  securities  classified  as
available for sale and cash and cash equivalents,  partially offset by decreases
in net loans receivable.

Cash and cash equivalents  increased by $3.4 million,  or 108.1% to $6.6 million
at March 31, 2009 from $3.2 million at December 31, 2008.

Total securities  increased by $7.0 million, or 13.7%, to $58.2 million at March
31, 2009 from $51.2 million at December 31, 2008. The  securities  classified as
available  for sale  increased  $7.2 million to $51.1  million at March 31, 2009
from $43.9 million at December 31, 2008.  The increase was  attributable  to the
purchase  of $15.0  million  of  United  States  government  agency  securities,
purchases of $1.4 million of mortgage-backed securities, and a $449,000 increase
in the fair value of securities available for sale,


                                       11


<PAGE>


Comparison of Financial Condition at March 31, 2009 and December 31, 2008
(Continued)

partially  offset by  maturities  of $8.8  million of United  States  Government
agency  securities  classified as available for sale,  and $851,000 in principal
payments received.  Securities classified as held to maturity decreased $189,000
to $7.1  million at March 31, 2009 from $7.3  million at December  31, 2008 as a
result  of  $189,000  in  principal   payments  received  from   mortgage-backed
securities.  All securities purchased in 2009 have been classified as securities
available for sale. Management made the decision to classify all newly purchased
securities as available for sale providing a portfolio of marketable  securities
for liquidity as an alternative to borrowings.

Investment in FHLB of New York stock decreased by $322,000  through  redemption,
or 13.9% to $2.0  million at March 31,  2009,  from $2.3 million at December 31,
2008.  The FHLB of New York requires  members to purchase and redeem stock based
on the level of borrowings.

Net loans  receivable  decreased by $7.1 million,  or 5.2%, to $128.6 million at
March 31, 2009 from $135.7  million at December 31, 2008.  The decrease in loans
receivable was primarily the result of sales of fixed rate residential mortgages
totaling  $4.8  million  in the first  quarter  of 2009.  Total  loans  sold and
serviced as of March 31, 2009 totaled  $9.3 million  compared to $5.4 million as
of December 31, 2008. Management made the decision to sell long term, fixed rate
loans in this  historically low interest rate  environment.  The Bank sold these
loans at gains which are recorded in other  income,  and will realize  servicing
income  on these  loans  as long as  these  loans  are  outstanding.  Management
believes that selling these loans was a prudent  interest rate decision in order
to position the  consolidated  balance  sheet for higher  interest  rates in the
future.  The  Company  continues  to execute  its  business  plan of making high
quality  loans to existing  customers  and new customers in our market area with
$5.9 million of residential  mortgage loan  originations in the first quarter of
2009.  Loans  are not  originated  with  the  intention  of being  sold.  We may
experience  further declines in our total  residential  mortgages loan portfolio
with additional mortgage loan sales based on the current economic conditions and
our desired  interest  rate  sensitivity  position.  As the interest rate market
changes  throughout  the  remainder  of 2009,  we intend to  continue  to sell a
portion of our fixed-rate  residential  mortgage  loans on a servicing  retained
basis, recording gain on sales and additional loan servicing income.

The  Company  has never  been  involved  with,  and has no direct  exposure  to,
sub-prime  lending  activities.  Credit  quality  continues  to be  the  highest
priority  when  underwriting  loans.  Subjective  judgments  about a  borrower's
ability to repay and the value of any  underlying  collateral  are made prior to
approving a loan. We believe our stringent  underwriting standards have directly
resulted in our low level of non-accruing loans.

     Deposits and  Borrowings.  Total deposits  increased by $10.9  million,  or
8.5%,  to $138.4  million at March 31, 2009 from $127.5  million at December 31,
2008.  Certificates  of deposit,  including  IRAs,  increased  by $6.3  million.
Transaction  accounts,   including  checking,  NOW,  money  market  and  savings
accounts,  increased by $4.6 million. The net deposit growth was attributable to
the  Irondequoit  branch growth of $4.7 million,  Penfield branch growth of $5.1
million and Fairport branch growth of $1.1 million.  We continue to promote core
customer relationship banking, with bonus rates and incentive offerings.

Combined short and long term borrowings  decreased by $7.2 million, or 15.7%, to
$38.3  million at March 31, 2009 from $45.5  million on December 31,  2008.  The
decrease in borrowings  included $3.9 million in short term  borrowings and $3.3
million in long term borrowings. We were able to pay off these borrowings in the
first quarter of 2009 through deposit growth within the same time period.

     Stockholders'  Equity.  Total stockholders' equity increased by $348,000 or
1.7%,  to $20.4  million at March 31, 2009 from $20.0  million at  December  31,
2008. The increase resulted principally from net income of $51,000 for the three
months  ended  March 31,  2009,  and a $291,000  increase in  accumulated  other
comprehensive income.


                                       12


<PAGE>

     Non-Performing Assets. At March 31, 2009, the Company had $133,000 in loans
classified as non-performing  assets compared to $146,000 in loans classified as
non-performing at December 31, 2008.

At March 31, 2009, 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,  where  applicable,
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 Three Months Ended March 31,
                                       ----------------------------------------------------------------------------------------
                                                          2009                                         2008
                                       -------------------------------------------  -------------------------------------------
<S>                                    <C>            <C>            <C>            <C>            <C>            <C>
                                                         Interest                                     Interest
                                          Average        Income/         Yield/        Average        Income/         Yield/
                                          Balance        Expense         Cost          Balance        Expense         Cost
                                       -------------  -------------  -------------  -------------  -------------  -------------
                                                                        (Dollars in thousands)
Interest-earning assets:
Loans.............................     $     133,281  $       1,907           5.72%  $     122,96  $       1,817           5.91%
Securities........................            24,528            267           4.35         26,466            313           4.73
Mortgage-backed securities........            28,905            326           4.51         17,668            202           4.57
Other.............................             2,232              1           0.18          8,915             74           3.32
                                       -------------  -------------                 -------------  -------------
  Total interest-earning assets...           188,946          2,501           5.29        176,011          2,406           5.47
                                                      -------------  -------------                 -------------  -------------
Non-interest-earning assets.......             6,407                                        4,987
                                       -------------                                -------------
   Total assets...................     $     195,353                                $     180,998
                                       =============                                =============

Interest-bearing liabilities:
NOW accounts......................     $       7,517  $          15           0.80% $       5,669  $          12           0.85
Passbook savings..................            13,467             26           0.77         13,461             38           1.13
Money market savings..............            17,363             94           2.17         10,851             67           2.47
Individual retirement accounts....            16,989            166           3.91         16,122            181           4.49
Certificates of deposit...........            73,059            578           3.16         74,082            844           4.56
Borrowings........................            40,782            425           4.17         35,363            378           4.28
                                       -------------  -------------                 -------------  -------------
  Total interest-bearing
     liabilities..................           169,177          1,304           3.08        155,548          1,520           3.91
                                       -------------  -------------  -------------  -------------  -------------  -------------

Non-interest-bearing liabilities:
Demand deposits...................             3,422                                        3,083
Other.............................             2,531                                        2,255
                                       -------------                                -------------
  Total liabilities...............           175,130                                      160,886
Stockholders' equity..............            20,223                                       20,112
                                       -------------                                -------------
  Total liabilities and
     stockholders' equity.........     $     195,353                                $     180,998
                                       =============                                =============
Net interest income...............                    $       1,197                                $         886
                                                      =============                                =============
Interest rate spread (1)..........                                            2.21%                                        1.56%
                                                                     =============                                =============
Net interest-earning assets (2)...     $      19,769                                $      20,463
                                       =============                                =============
Net interest margin (3)...........                                            2.53%                                        2.01%
                                                                     =============                                =============
Average interest-earning assets
  to average interest-bearing
  liabilities.....................               112%                                         113%
                                       =============                                =============
------------------------
(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>


Comparison of Operating Results for the Three Months Ended March 31, 2009 and
March 31, 2008

     General.  We had net income of $51,000 for the three months ended March 31,
2009  compared to a net loss of $106,000  for the three  months  ended March 31,
2008.  The  increase of $157,000 in net income  (loss) for the first  quarter of
2009 compared to the first quarter of 2008 resulted  primarily  from an increase
in net  interest  income of  $311,000,  an increase in other  income of $40,000,
partially  offset by an increase  in  provision  for loan  losses of $6,000,  an
increase in other  expenses  of  $102,000,  and an  increase in income  taxes of
$86,000.  The increase in net  interest  income was the result of an increase in
higher yielding  interest earning assets and the Company's ability to reduce the
deposit  costs in a low  interest  rate  environment,  all of  which  positively
impacted the net interest  margin,  increasing  the margin to 2.53% in the first
quarter of 2009 compared to a 2.01% net interest  margin in the first quarter of
2008.  The Federal  Reserve Bank has lowered its target  Federal Funds Rate from
2.25%  at March  31,  2008 to 0.25% at March  31,  2009.  Decreased  short  term
interest  rates have  lowered our costs on deposits and  borrowings  at a faster
rate than our loans  and  investments,  providing  positive  results  in our net
interest  margin and  profitability  year over year.  The decrease in both prime
rate and  treasury  rates will  continue to have a downward  effect on yields in
both  interest-earning  assets and interest  bearing  liabilities  in the second
quarter of 2009.

     Interest and Dividend  Income.  Interest and dividend  income  increased by
$95,000 or 3.9%,  to $2.5 million for the three months ended March 31, 2009 from
$2.4 million for the three months ended March 31, 2008. The increase in interest
and dividend income resulted from a $90,000 or 5.0%, increase in interest income
from loans, a $124,000 or 61.4% increase in interest income from mortgage-backed
securities,  offset by a $46,000 or 14.7%,  decrease  in  interest  income  from
securities,  and a $73,000 or 98.6% decrease in other interest income, primarily
interest earning demand accounts.  Average  interest-earning assets increased by
$12.9  million,  or 7.3%, to $188.9 million for the three months ended March 31,
2009 from $176.0 million for the three months ended March 31, 2008. The yield on
interest-earning  assets  decreased  by 18 basis  points  to 5.29% for the three
months  ended March 31, 2009  compared to 5.47% for the three months ended March
31, 2008, reflecting the effect of the 200 basis point drop in interest rates by
the Federal Reserve since March 31, 2008.

     Interest  Expense.  Interest expense  decreased  $216,000 or 14.2%, to $1.3
million for the three  months  ended  March 31,  2009 from $1.5  million for the
three  months ended March 31, 2008.  The decrease in interest  expense  resulted
from an increase in the average balances in  interest-bearing  liabilities which
was mitigated by the lower rates paid on these liabilities.  The average balance
of  interest-bearing  liabilities  increased  $13.7 million,  or 8.8%, to $169.2
million for the three months ended March 31, 2009 compared to $155.5 million for
the three  months ended March 31,  2008.  The average  cost of  interest-bearing
liabilities  decreased  by 83 basis  points to 3.08% for the three  months ended
March 31, 2009 from 3.91% for the three months ended March 31, 2008. The average
cost of deposit  accounts  decreased  by 106 basis points to 2.74% for the three
months  ended March 31, 2009  compared to 3.80% for the three months ended March
31, 2008.  The average cost of borrowings  decreased by 11 basis points to 4.17%
for the three months ended March 31, 2009 compared to 4.28% for the three months
ended March 31, 2008. The decrease in interest  expense reflects a lower cost of
funds on deposits and borrowings in a lower interest rate environment.

At March 31, 2009, we had $16.5 million of  certificates  of deposit,  including
IRAs that will mature during the second quarter of 2009 with a weighted  average
cost of 2.87%.  Based on  current  market  rates,  if these  funds  remain  with
Fairport Savings Bank with similar maturities,  the rates paid on these deposits
will decrease.

     Net Interest Income.  Net interest income  increased  $311,000 or 35.1%, to
$1.2  million for the three  months  ended March 31, 2009 from  $886,000 for the
three months ended March 31, 2008.  The increase in net interest  income was due
primarily  to an  increase  in  higher  yielding  interest  earning  assets  and
decreasing deposit and borrowing costs at a faster rate than loan and investment
securities. The Company's net interest margin increased 52 basis points to 2.53%
for the three months ended March 31,


                                       14


<PAGE>


2009 from 2.01% for the three months  ended March 31, 2008.  The increase in net
interest  margin was also  attributable to the effect of a decrease of 200 basis
points in short term rates by the Federal  Reserve  from March 31, 2008 to March
31, 2009.

     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  period  ended  March 31,  2009
compared to no  provision  for loan losses for the three  months ended March 31,
2008.  The  allowance for loan losses as of March 31, 2009 was $350,000 or 0.27%
of total  loans,  compared  to  $321,000 or 0.26% of total loans as of March 31,
2008.  We ended the quarter with $133,000 in  non-accrual  loans as of March 31,
2009 compared to no non-accrual loans as of March 31, 2008. We had no foreclosed
real estate at the end of the first quarter of 2009 or 2008.

     Other Income.  Total other income  increased  $40,000 or 42.6%, to $134,000
for the three  months  ended  March 31,  2009  compared to $94,000 for the three
months ended March 31, 2008. In the three months ended March 31, 2009, there was
an increase of $33,000 in other income  primarily  due to mortgage fees and gain
on sale of mortgage loans to Freddie Mac. There was also an $11,000  increase in
service fee income in checking  account  service charge fees associated with the
courtesy overdraft protection at point of sale and ATM's,  partially offset by a
decrease of $4,000 in commissions  from Oakleaf Services  insurance/annuity  and
security sales.

     Other Expense.  Other expense increased $102,000,  or 8.9%, to $1.2 million
for the three months ended March 31, 2009 compared to $1.1 million for the three
months  ended  March 31,  2008.  The  increase  was  primarily  the result of an
increase of $56,000 in salaries and benefits expense mainly due to annual raises
effective January 1 of each year, and $34,000 in other expenses primarily due to
an increase of $19,000 in our FDIC insurance  premiums and $11,000 in additional
costs associated with operating as a public company. The FDIC insurance expenses
increased  partly due to the FDIC finalizing a rule in December 2008 that raised
the  current  assessment  rate by 7 basis  points for the first  quarter of 2009
assessment.  The increase in deposit  insurance expense during the first quarter
of 2009  compared to the first  quarter of 2008 was also  partly  related to the
Company's  utilization  of available  credits to offset  assessments  during the
first  quarter of 2008.  These  actions will  continue to increase the Company's
non-interest  expenses for the  remainder of 2009 and in future years as long as
the increased premiums are in place.

     Income Tax Expense/Benefit.  We had pre-tax income of $79,000 for the three
months  ended  March 31, 2009  versus a pre-tax  loss of $164,000  for the three
months  ended March 31,  2008,  which  resulted in a $28,000 tax expense for the
three months  ended March 31,  2009,  versus a $58,000 tax benefit for the three
months  ended March 31, 2008, a change of $86,000.  The  effective  tax rate was
35.4% for the three  months  ended  March 31,  2009  compared to (35.4)% for the
three months ended March 31, 2008.

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,
2009, our liquidity ratio averaged 18.4%. We believe that we have enough sources
of liquidity to satisfy our short and long-term  liquidity needs as of March 31,
2009.


                                       15


<PAGE>


Liquidity and Capital Resources (Continued)

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, 2009, cash and cash  equivalents  totaled
$6.6 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 March 31,  2009,  we had $4.5  million in loan  commitments  outstanding.  In
addition to commitments to originate  loans, we had $7.5 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, 2009 totaled $59.8 million,  or 63.9% of our  certificates  of deposit
and 43.2% 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, 2010. 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 three  months  ended March 31, 2009,  we  originated  $5.9 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 $10.9  million for the quarter  ended March 31, 2009.  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
decreased by $7.2 million to $38.3  million for the three months ended March 31,
2009, compared to a net increase of $17.3 million to $42.9 million for the three
months ended March 31, 2008.  Federal Home Loan Bank  borrowings  have primarily
been used to fund loan demand and expanding the investment  portfolio.  At March
31, 2009,  we had the ability to borrow  approximately  $100.5  million from the
Federal Home Loan Bank of New York, of which $38.3 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


                                       16


<PAGE>


Liquidity and Capital Resources (Continued)

risk  categories.  At  March  31,  2009,  Fairport  Savings  Bank  exceeded  all
regulatory  capital  requirements,  and was considered "well  capitalized" under
regulatory guidelines.

Off-Balance Sheet Arrangements

In the  ordinary  course of business,  the Company 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, 2009 and 2008, we had $4.5 million and $4.6 million,  respectively,
of commitments to grant loans, and $7.5 million and $7.6 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.


                                       17


<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

         Not applicable


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 Amended  and  Restated  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) on March 16, 2007.
     **   Filed as an exhibit to the Company's  Current Report on form 8-K filed
          with the Securities and Exchange Commission on April 7, 2009.


                                       18


<PAGE>


                                   SIGNATURES


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

                                           FSB COMMUNITY BANKSHARES, INC.


Date:  May 13, 2009                        /s/ Dana C. Gavenda
                                           -------------------------------------
                                           Dana C. Gavenda
                                           President and Chief Executive Officer



Date:  May 13, 2009                        /s/ Kevin D. Maroney
                                           -------------------------------------
                                           Kevin D. Maroney
                                           Executive Vice President and
                                           Chief Financial Officer