UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20849 FORM 10-KSB/A AMENDMENT No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF THE EXCHANGE ACT FOR THE TRANSITION PERIOD COMMISSION FILE NUMBER 0-50237 VSB Bancorp, Inc. ----------------- (Name of Small Business Issuer in its charter) New York -------- (State or other jurisdiction of incorporation or organization) 11 - 3680128 ------------ (I. R. S. Employer Identification No.) 3155 Amboy Road, Staten Island, New York 10306 ---------------------------------------------- (Address of principal executive offices) (718) 979-1100 -------------- Issuer's telephone number Common Stock ------------ (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] State Issuer's revenues for the most recent fiscal year: $11,575,546. The aggregate market value of the voting stock held by non-affiliates of the registrant at March 21, 2005 was $27,062,091. Documents incorporated by reference: Portions of the registrant's definitive proxy statement filed on or about March 23, 2005 into Part III of this Form 10-KSB. The Issuer had 1,505,022 common shares outstanding as of March 21, 2005. Explanatory Note This amendment is being filed to add Item 8A that was previously inadvertently omitted. PART II Item 8-A. As of the end of the period covered by this report, we carried out an evaluation, under the supervision of, and with the participation of, our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as contemplated by Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon, and as of the date of, that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective, in all material respects, in timely alerting them to material information relating to the Company (and its consolidated subsidiaries) required to be included in the periodic reports the Company is required to file and submit to the Securities and Exchange Commission under the Exchange Act. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. VSB Bancorp, Inc. (Registrant) Date: November 8, 2005 By: /s/ MERTON CORN ---------------------------- Merton Corn, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated below. /s/ MERTON CORN November 8, 2005 ---------------------------------------------------- ------------------ Merton Corn, President, Chief Executive Officer Date and Director /s/ RAFFAELE M. BRANCA November 8, 2005 ---------------------------------------------------- ------------------ Raffaele M. Branca, Executive Vice President, Date Chief Financial and Accounting Officer and Director /s/ JOSEPH J. LIBASSI November 8, 2005 ---------------------------------------------------- ------------------ Joseph J, LiBassi, Chairman of the Board Date /s/ JOAN NERLINO CADDELL November 8, 2005 ---------------------------------------------------- ------------------ Joan Nerlino Caddell, Director Date /s/ ROBERT S. CUTRONA, SR. November 8, 2005 ---------------------------------------------------- ------------------ Robert S. Cutrona, Sr., Director Date /s/ CHAIM FARKAS November 8, 2005 ---------------------------------------------------- ------------------ Chaim Farkas, Director Date /s/ ALFRED C. JOHNSEN November 8, 2005 ---------------------------------------------------- ------------------ Alfred C. Johnsen, Director Date /s/ CARLOS PEREZ November 8, 2005 ---------------------------------------------------- ------------------ Carlos Perez, Director Date /s/ BRUNO SAVO November 8, 2005 ---------------------------------------------------- ------------------ Bruno Savo, Director Date