UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 OR 15(dD) ~~of The Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported) May 11, 2012~~1934

~~FLATBUSH~~Date ~~FEDERAL~~of Report (Date of earliest event reported): ~~BANCORP~~May 24, ~~INC.~~2012

(Exact name of registrant as specified in its charter)

FLATBUSH FEDERAL BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

Federal	0-50377	11-3700733
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

Federal	000-50377	11-3700733
(State or other jurisdiction	(Commission File Number)	(IRS Employer ID No.)
of incorporation)
2146 Nostrand Avenue, Brooklyn, New York		11210
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code	(718) 859-6800

Registrant’s telephone number, including area code: (718) 859-6800

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~o Written~~[ ~~communications~~] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~o Soliciting~~[ ~~material~~] Soliciting material pursuant to ~~rule~~Rule 14a-12 under the Exchange Act (~~17CFR~~17 CFR 240.14a-12)

o [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 25.~~02.~~07 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders

~~The~~On ~~following~~May ~~information~~24, is2012, ~~furnished~~the ~~pursuant~~2012 toAnnual ~~Item~~Meeting of 2Stockholders of Flatbush Federal Bancorp, Inc.02 (the "Company") was held at 2146 Nostrand Avenue, ~~Results~~Brooklyn, New York 11210 at 11:00 a.m., local time (the "2012 Annual Meeting"). The matters listed below were submitted to a vote of ~~Operations~~the shareholders through the solicitation of proxies and ~~Financial~~the ~~Condition~~proposals are described in detail in the Company's Proxy Statement filed with the Securities and Exchange Commission on May 2, 2012. The final results are as follows:

On May 11, 2012 Flatbush Federal Bancorp, Inc. announced its operating results for quarter ended March 31, 2012 by press release. The press release is attached as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed “filed” for any purpose.

Matter 1.	The election as Directors of the nominees listed below, each to serve for a three-year term.

Nominee	Shares Voted For	Shares Withheld	Broker Non-Votes
Jesus R. Adia	1,830,960	183,934	442,290
D. John Antoniello	1,830,960	183,934	442,290

Item 9.01. Financial Statements and Exhibits.

Matter 2.	The ratification of the appointment of ParenteBeard LLC as independent auditors of the Company for the fiscal year ending December 31, 2012.

Shares Voted For		Shares Voted Against	Abstentions
2,251,808		196,321	9,055

~~(a)~~Item 9.01. Financial ~~statements~~Statements ofand ~~businesses acquired. Not Applicable~~Exhibits

(a) Financial Statements of Businesses Acquired. Not applicable (b) Pro ~~forma~~Forma ~~financial~~Financial ~~information~~Information. Not Applicable (c) Shell Company Transactions. Not Applicable (d) Exhibits. None.

~~(c) Exhibits~~SIGNATURES

~~Attached~~Pursuant asto ~~Exhibit~~the ~~99.1~~requirements of isthe ~~Flatbush~~Securities ~~Federal~~Exchange ~~Bancorp~~Act of 1934, ~~Inc.’s~~ ~~press~~the ~~release~~registrant ~~reporting~~has ~~operating~~duly ~~results~~caused ~~for~~this ~~quarter~~report ~~ended~~to ~~March~~be 31signed on its behalf by the undersigned, hereunto ~~2012~~duly authorized.

SIGNATURES

		FLATBUSH FEDERAL BANCORP, INC.
DATE: May 30, 2012	By:	/s/ Jesus R. Adia
		Jesus R. Adia
		President and Chief Executive Officer

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, hereunto duly authorized.

FLATBUSH FEDERAL BANCORP, INC. By: /s/ Jesus R. Adia Jesus R. Adia President and Chief Executive Officer

DATE: May 15, 2012

EXHIBIT INDEX

99.1 Press release dated May 11, 2012 reporting operating results for quarter ended March 31, 2012.

Filing Compare · FLATBUSH FEDERAL BANCORP INC