As filed with the Securities and Exchange Commission on July 17, 2007

                                                     Registration No. 333-141380

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


                      POST-EFFECTIVE AMENDMENT NO. 2 TO THE

                                    FORM SB-2
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         FSB COMMUNITY BANKSHARES, INC.
                 (Name of Small Business Issuer in Its Charter)

         Federal                             6712                  74-3164710
(State or Other Jurisdiction      (Primary Standard            (I.R.S. Employer
 of Incorporation or           Industrial Classification         Identification
  Organization)                     Code Number)                     Number)



                             45 South Main Street
                            Fairport, New York 14450
                                 (585) 223-9080
                        (Address and Telephone Number of
                          Principal Executive Offices)

                              45 South Main Street
                            Fairport, New York 14450
                    (Address of Principal Place of Business)

                                 Dana C. Gavenda
                              45 South Main Street
                            Fairport, New York 14450
                                 (585) 223-9080
            (Name, Address and Telephone Number of Agent for Service)

                                   Copies to:
Alan Schick, Esq.                                     James Stewart , Esq.
Steven Lanter, Esq.                                   Malizia Spidi & Fisch, PC
Luse Gorman Pomerenk & Schick, P.C.                   901 New York Avenue, N.W.
5335 Wisconsin Avenue, N.W., Suite 400                Suite 210 East
Washington, D.C. 20015                                Washington, DC 20001

Approximate  date of proposed sale to the public:  As soon as practicable  after
this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering:   [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering: [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering: [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box: [ ]





                                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                              Proposed maximum           Proposed
 Title of each class of                                        offering price         maximum aggregate                Amount of
securities to be registered     Amount to be registered          per share             offering price              registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          

Common Stock, $0.10
 par value per share                1,305,308 shares                 $10.00              $13,053,080 (1)                 $401 (2)
- ------------------------------------------------------------------------------------------------------------------------------------
Participation Interests             281,276 interests                   --                       --                           (3)
- ------------------------------------------------------------------------------------------------------------------------------------


(1)  Estimated solely for the purpose of calculating the registration fee.
(2)  Previously paid.
(3)  The  securities  of FSB Community  Bankshares,  Inc. to be purchased by the
     Fairport  Savings  Bank  401(k) Plan are  included in the amount  shown for
     common stock.  However,  pursuant to Rule 457(h) of the  Securities  Act of
     1933,  as  amended,  no  separate  fee is  required  for the  participation
     interests.  Pursuant to such rule,  the amount  being  registered  has been
     calculated on the basis of the number of shares of common stock that may be
     purchased with the current assets of such plan.

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further  amendment  which  specifically  states that this  registration  shall
thereafter  become  effective in accordance  with Section 8(a) of the Securities
Act of 1933 or until the  registration  statement shall become effective on such
date as the Securities and Exchange Commission,  acting pursuant to said Section
8(a), may determine.






PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24.          Indemnification of Directors and Officers

     Section  545.121 of the Office of Thrift  Supervision  ("OTS")  regulations
provides  indemnification  for directors and officers of Fairport  Savings Bank.
Each of the directors and officers of the Registrant hold the same position with
Fairport  Savings  Bank  and  have  indemnification  under  OTS  Regulations  as
described below.

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations as follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the savings  association shall be
indemnified by the savings association for:

     (i)  Any amount for which that person  becomes  liable  under a judgment in
          such action; and

     (ii) Reasonable costs and expenses,  including reasonable  attorneys' fees,
          actually paid or incurred by that person in defending or settling such
          action,  or in enforcing his or her rights under this section if he or
          she attains a favorable judgment in such enforcement action.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

     (i)  Final judgment on the merits is in his or her favor; or

     (ii) In case of:

               a.   Settlement,

               b.   Final judgment against him or her, or

               c.   Final  judgment  in his  or her  favor,  other  than  on the
                    merits, if a majority of the disinterested  directors of the
                    savings  association  determine that he or she was acting in
                    good  faith  within  the scope of his or her  employment  or
                    authority as he or she could  reasonably  have  perceived it
                    under the  circumstances  and for a purpose  he or she could
                    reasonably have believed under the  circumstances was in the
                    best  interest of the savings  association  or its  members.
                    However,  no  indemnification   shall  be  made  unless  the
                    association  gives the Office at least 60 days notice of its
                    intention  to make such  indemnification.  Such notice shall
                    state the facts on which the action arose,  the terms of any
                    settlement,  and any  disposition  of the action by a court.
                    Such notice,  a copy  thereof,  and a certified  copy of the
                    resolution  containing  the  required  determination  by the
                    board of directors  shall be sent to the Regional  Director,
                    who shall promptly  acknowledge receipt thereof.  The notice
                    period  shall  run from the  date of such  receipt.  No such
                    indemnification  shall  be  made  if  the  OTS  advises  the
                    association in writing,  within such notice  period,  of its
                    objection thereto.

     (c) As used in this paragraph:

     (i)  "Action"  means  any  judicial  or   administrative   proceeding,   or
          threatened   proceeding,   whether  civil,   criminal,  or  otherwise,
          including any appeal or other proceeding for review;

     (ii) "Court" includes,  without limitation,  any court to which or in which
          any appeal or any proceeding for review is brought;

     (iii) "Final  Judgment"  means a  judgment,  decree,  or order which is not
          appealable  or as to which the period for appeal has  expired  with no
          appeal taken;

     (iv) "Settlement" includes the entry of a judgment by consent or confession
          or a plea of guilty or of nolo contendere.






Item 25.          Other Expenses of Issuance and Distribution

                                                                       Amount
                                                                      --------
Legal Fees and Expenses*, (1)..........................         $     310,000
Accounting Fees and Expenses*..........................               100,000
Marketing Agent Fees and Expenses .....................               210,000
Appraisal Fees and Expenses............................                30,000
Business Plan Fees and Expenses........................                20,000
Conversion Agent Fees and Expenses.....................                15,000
Printing, Postage, Mailing and EDGAR*..................               110,000
Filing Fees (OTS, NASD and SEC)........................                 9,603
State Filing Fees* ....................................                15,000
Other    ..............................................                34,997
                                                                    ---------
Total    ..............................................         $     854,600
                                                                    =========
 ----------------
 *   Estimated
 (1) Includes fees for filings with state securities commissions.

Item 26.          Recent Sales of Unregistered Securities

     On January 14, 2005, the  Registrant  issued 100 shares of its Common Stock
to FSB  Community  Bankshares,  MHC in an offering that was exempt under Section
4(2) of the Securities Act as part of its initial organization.

Item 27.          Exhibits and Financial Statement Schedules:

     The exhibits filed as part of this registration statement are as follows:

     (a)    List of Exhibits

1.1  Engagement  Letter  between  FSB  Community  Bankshares,  Inc.  and Sandler
     O'Neill & Partners, L.P.*
1.2  Form of Agency Agreement between FSB Community Bankshares, Inc. and Sandler
     O'Neill & Partners, L.P. *
2    Plan of Stock Issuance
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.*
5    Opinion of Luse Gorman Pomerenk & Schick  regarding  legality of securities
     being registered*
8    Federal Tax Opinion of Luse Gorman Pomerenk & Schick*
10.1 Employment Agreement of Dana C. Gavenda*
10.2 Supplemental Executive Retirement Plan*
10.3 Form of Employee Stock Ownership Plan*
16   Letter of Mengel, Metzger, Barr & Co LLP regarding change in accountants*
21   Subsidiaries of Registrant*
23.1 Consent of Luse Gorman Pomerenk & Schick (contained in Opinions included as
     Exhibits 5 and 8)*
23.2 Consent of Beard Miller Company, LLP*
23.3 Consent of RP Financial, LC.*
24   Power of Attorney (set forth on signature page)
99.1 Prospectus Supplement for 401(k) Plan*
99.2 Appraisal  Agreement  between  FSB  Community   Bankshares,   Inc.  and  RP
     Financial, LC.*
99.3 Business Plan Agreement between FSB Community Bankshares, Inc. and Keller &
     Company*
99.4 Appraisal Report of RP Financial, LC. *,**
99.5 Letter of RP Financial, LC. with respect to Subscription Rights*
99.6 Marketing Materials*
99.7 Order and Acknowledgment Form*

99.8 Press Release*
99.9 Prospectus Supplement*
99.10 Prospectus Supplement dated July 16, 2007

- -------------------------------
<Page>
*    Previously filed.

**   Supporting  financial schedules filed in paper format only pursuant to Rule
     202 of Regulation  S-T.  Available for inspection  during business hours at
     the principal offices of the SEC in Washington, D.C.

Item 28.          Undertakings

     The small business issuer will:

     (1) File,  during  any  period in which it  offers or sells  securities,  a
post-effective amendment to this registration statement to:

     (i)  Include any prospectus  required by Section 10(a)(3) of the Securities
          Act of 1933;

     (ii)Reflect in the  prospectus any facts or events which,  individually  or
          together,  represent a fundamental  change in the  information  in the
          registration statement. Notwithstanding the foregoing, any increase or
          decrease in volume of securities offered (if the total dollar value of
          securities offered would not exceed that which was registered) and any
          deviation from the low or high end of the estimated  maximum  offering
          range  may be  reflected  in the  form of  prospectus  filed  with the
          Commission  pursuant to Rule 424(b) if, in the aggregate,  the changes
          in volume and price  represent no more than a 20 percent change in the
          maximum  aggregate  offering  price set forth in the  "Calculation  of
          Registration Fee" table in the effective registration statement; and

     (iii) Include any additional or changed material information as the plan of
          distribution.

     (2)  For  determining  liability  under  the  Securities  Act,  treat  each
post-effective  amendment  as a new  registration  statement  as the  securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering thereof.

     (3) File a post-effective  amendment to remove from registration any of the
securities  being  registered  that  remain  unsold  at the  termination  of the
offering.

     (4) For  determining  liability of the  undersigned  small business  issuer
under the  Securities  Act to any purchaser in the initial  distribution  of the
securities,  the undersigned  small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to this
registration  statement,  regardless of the underwriting method used to sell the
securities  to the  purchaser,  if the  securities  are  offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business  issuer will be a seller to the  purchaser  and will be  considered  to
offer or sell such securities to such purchaser:

     (i)  Any  preliminary  prospectus or prospectus  of the  undersigned  small
          business issuer relating to the offering required to be filed pursuant
          to Rule 424;

     (ii) Any free writing prospectus relating to the offering prepared by or on
          behalf of the undersigned small business issuer or used or referred to
          by the undersigned small business issuer;

     (iii) The  portion of any other free  writing  prospectus  relating  to the
          offering containing  material  information about the undersigned small
          business  issuer  or its  securities  provided  by or on behalf of the
          undersigned small business issuer; and

     (iv) Any other  communication  that is an offer in the offering made by the
          undersigned small business issuer to the purchaser.


     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted  to  directors,  officers  and  controlling
persons of the small business  issuer pursuant to the foregoing  provisions,  or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act, and is, therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
<page>


action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities  being  registered,  the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

     The small business issuer hereby undertakes that:

     (1) For  determining  any liability  under the  Securities  Act,  treat the
information  omitted  from  the  form  of  prospectus  filed  as  part  of  this
registration  statement in reliance  upon Rule 430(A) and contained in a form of
prospectus filed by the small business issuer pursuant to Rule 424(b)(1), or (4)
or 497(h) under the Securities Act as part of this registration  statement as of
the time the Commission declared it effective.

     (2) For  determining  any liability  under the  Securities  Act, treat each
post-effective   amendment   that  contains  a  form  of  prospectus  as  a  new
registration statement for the securities offered in the registration statement,
and that  offering  of the  securities  at that  time as the  initial  bona fide
offering of those securities.






                                   SIGNATURES


     In accordance  with the  requirements  of the  Securities  Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of filing on Form SB-2 and  authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Fairport, State of New York on July 17, 2007.


                                 FSB COMMUNITY BANKSHARES, INC.


                             By: /s/ Dana C. Gavenda
                                 --------------------------------------------
                                 Dana C. Gavenda
                                 President, Chief Executive Officer and Director
                                 (Duly Authorized Representative)

                                                  POWER OF ATTORNEY

     We, the  undersigned  directors and officers of FSB  Community  Bankshares,
Inc. (the "Company") hereby severally  constitute and appoint Dana C. Gavenda as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities  indicated below which said Dana C. Gavenda may deem necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration statement on Form SB-2 relating
to the offering of the Company's common stock, including  specifically,  but not
limited to, power and  authority  to sign for us in our names in the  capacities
indicated below the registration statement and any and all amendments (including
post-effective  amendments) thereto;  and we hereby approve,  ratify and confirm
all that said Dana C. Gavenda shall do or cause to be done by virtue thereof.

     In accordance  with the  requirements  of the Securities Act of 1933,  this
registration statement was signed by the following persons in the capacities and
on the dates indicated.



            Signatures                                    Title                                                      Date



                                                                                                           
/s/ Dana C. Gavenda                        President, Chief Executive Officer and                                July 17, 2007
- --------------------------------
Dana C. Gavenda                            Director (Principal Executive Officer)


/s/ Kevin Maroney                          Senior Vice President and Chief Financial                             July 17, 2007
- --------------------------------
Kevin Maroney                              Officer (Principal Financial and

                                           Accounting Officer)


/s/ Thomas J. Hanss                        Chairman of the Board                                                 July 17, 2007
- --------------------------------

Thomas J. Hanss



/s/ Terence O'Neil                         Vice Chairman of the Board                                            July 17, 2007
- --------------------------------

Terence O'Neil



/s/ D. Lawrence Keef                       Director                                                              July 17, 2007
- --------------------------------

D. Lawrence Keef











                                                                                                            
/s/ James E. Smith                         Director                                                              July 17, 2007
- -------------------------------

James E. Smith


                                           Director                                                              July 17, 2007

/s/ Lowell T. Twitchell
- -------------------------------
Lowell T. Twitchell



/s/ Robert W. Sturn                        Director                                                              July 17, 2007
- -------------------------------

Robert W. Sturn



/s/ Charis W. Warshof                      Director                                                              July 17, 2007
- -------------------------------

Charis W. Warshof



/s/ Gary Lindsay                           Director                                                              July 17, 2007
- -------------------------------

Gary Lindsay













      As filed with the Securities and Exchange Commission on July 17, 2007


                                                     Registration No. 333-141380



                     ---------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                     ---------------------------------------









                                    EXHIBITS
                                       TO

                         POST-EFFECTIVE AMENDMENT NO. 2

                                     TO THE
                             REGISTRATION STATEMENT
                                       ON
                                    FORM SB-2





                         FSB Community Bankshares, Inc.
                               Fairport, New York










                                  EXHIBIT INDEX


1.1  Engagement  Letter  between  FSB  Community  Bankshares,  Inc.  and Sandler
     O'Neill & Partners, L.P.*
1.2  Form of Agency Agreement between FSB Community Bankshares, Inc. and Sandler
     O'Neill & Partners, L.P.*
2    Plan of Stock Issuance
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.*
5    Opinion of Luse Gorman Pomerenk & Schick  regarding  legality of securities
     being registered*
8    Federal Tax Opinion of Luse Gorman Pomerenk & Schick*
10.1 Employment Agreement for Dana C. Gavenda*
10.2 Supplemental Executive Retirement Plan*
10.3 Form of Employee Stock Ownership Plan*
16   Letter of Mengel, Metzger, Barr& Co LLP regarding change in accountants*
21   Subsidiaries of Registrant*
23.1 Consent of Luse Gorman Pomerenk & Schick (contained in Opinions included as
     Exhibits 5 and 8)*
23.2 Consent of Beard Miller Company, LLP*
23.3 Consent of RP Financial, LC.*
24   Power of Attorney (set forth on signature page)
99.1 Prospectus Supplement for 401(k) Plan*
99.2 Appraisal  Agreement  between  FSB  Community   Bankshares,   Inc.  and  RP
     Financial, LC.*
99.3 Business Plan Agreement between FSB Community Bankshares, Inc. and Keller &
     Company*
99.4 Appraisal Report of RP Financial, LC.*,**
99.5 Letter of RP Financial, LC. with respect to Subscription Rights*
99.6 Marketing Materials*
99.7 Order and Acknowledgment Form*

99.8 Press Release*
99.9 Prospectus Supplement*
99.10 Prospectus Supplement dated July 16, 2007

- -------------------------------
*    Previously filed.
**   Supporting  financial schedules filed in paper format only pursuant to Rule
     202 of Regulation  S-T.  Available for inspection  during business hours at
     the principal offices of the SEC in Washington, D.C.