UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
S-1





REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933





MARCO COMMUNITY BANCORP,
INC.


(Exact
name of registrant as specified in its charter)





FLORIDA


(State or
other jurisdiction of incorporation or organization)





84-1620092


(IRS
Employer Identification No.)





1770 San Marco Road, Marco
Island, Florida 34145; (239) 389-5200


(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)





Richard
Storm, Jr.


Chairman
and Chief Executive Officer


1770
San Marco Road


Marco
Island, Florida 34145


(239)
389-5200


(Name,
address, including zip code, and telephone number, including area code, of agent
for service)





Copies
requested to:


A.
George Igler, Esq. or  Richard L. Pearlman, Esq.


Igler
& Dougherty, P.A.


2457
Care Drive


Tallahassee,
Florida 32308


Telephone:
(850) 878-2411


Facsimile:
(850) 878-1230





Immediately after this
Registration Statement becomes effective


(Approximate
date of proposed sale to the public)








If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: 





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. 





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.





Large
      accelerated filer 
            Accelerated
      filer Non-accelerated
      filer    (Do not check if a smaller reporting
      company)
            Smaller
      reporting company x





CALCULATION
OF REGISTRATION FEE





Title
      of each class of
              securities
      to be registered
            
            Amount
      to be
              registered(1)
            
            Offering price
              per share
            
            Aggregate
              offering price(1)
            
            Amount
      of
              registration feeCommon
      stock
            
            1,000,000 shares
            
            $6.50
            
            $6,500,000
            
            $255.45(1)
            Estimated
      solely for the purpose of calculating the registration fee on the basis of
      the maximum number of shares offered


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 Statement
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 Commission, acting pursuant to said section 8(A),
may determine.













PROSPECTUS


Marco Community Bancorp




SHAREHOLDERS’
RIGHTS OFFERING


$___,000
– 1,000,000 SHARES OF COMMON STOCK – $___ PER SHARE





MARCO COMMUNITY BANCORP, INC.
is offering 1,000,000 shares of common stock to its current shareholders. The
proceeds of the offering will be used to provide operating capital (including
additional allowances for loan losses, if necessary) and to support our
continued growth. The shares are being offered at a price of $___ per
share.





This offer is being made only to persons
who owned shares of our common or preferred stock as of ___________, 2008. Each
common shareholder is entitled to purchase an amount of shares equal to 20% of
the common shares owned on that date, or one share for each five shares owned.
Each preferred shareholder is entitled to purchase 1,200 shares for each
preferred share owned on that date. We will also accept oversubscriptions, which
we will fill at the discretion of the Executive Committee of our Board of
Directors. We expect to end the offering on _________________, 2008 [45 days],
although we may extend the offering without notice for up to 120 additional
days.




Our common stock is listed and traded
on the Over-the-Counter-Bulletin-Board under the symbol “MCBN.”





This offering is being conducted as a
“best efforts” offering, which means that there is no assurance that we will
sell all or any of the shares being offered. The offering is being conducted
without incurring the costs associated with the services of an underwriter or
broker.





This is a risky investment. The
securities offered by this Prospectus are not deposits or accounts and are not
insured by the Federal Deposit Insurance Corporation or any other governmental
agency. Investing in our securities involves significant risks. Please see Risk
Factors beginning on page 5 of this Prospectus.




Offering
      Price
            
            Commissions
            
            Proceeds to Marco
              Community Bancorp,
      Inc.Per
      Share
            
            $
            
            
            None
            
            $Maximum
      Offering
            
            $
            
            
            None
            
            $




Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.




The
date of this Prospectus is _____________, 2008.











WHERE YOU CAN FIND MORE
INFORMATION





We file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any document
that we file at the Securities and Exchange Commission’s public reference room
at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the public
reference room. Our Securities and Exchange Commission filings are also
available to the public from the Securities and Exchange Commission’s website at
http://www.sec.gov.





The
Securities and Exchange Commission allows us to incorporate by reference the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this Prospectus and
information that we later file with the Securities and Exchange Commission will
automatically update and supersede this information. The following documents
listed below are incorporated by reference and any future filings (other than
current reports or portions thereof furnished under Item 2.02 or
Item 7.01 of Form 8-K) made with the Securities and Exchange Commission
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended, until we sell all of the common stock offered by this
Prospectus:





Ø
            Annual
      Report on Form 10-K for the year ended December 31,
    2007;





Ø
            Proxy
      Statement on Schedule 14A for the 2008 Annual Meeting of
      Shareholders;





Ø
            Quarterly
      Report on Form 10-Q for the quarter ended March 31, 2008;
      and





Ø
            Current
      Reports on Form 8-K filed on
  ____________________________.





You may
request a copy of these filings, at no cost, by writing or telephoning us at the
following:




Laura
Jennings


Assistant
Vice President


Marco
Community Bancorp, Inc.


1770 San
Marco Road, Suite 201


Marco
Island, Florida 34145


Telephone:
(239) 259-1413





You can
also find the above-referenced documents on our Internet site: www.marcocommunitybank.com.
You should rely only on the information contained or incorporated by reference
in this Prospectus. We have not authorized anyone else to provide you with
additional or different information. We are only offering these securities in
jurisdictions where the offer is permitted. You should not assume that the
information in this Prospectus or any document incorporated by reference is
accurate as of any date other than the dates of the applicable
documents.











SPECIAL CAUTIONARY NOTICE


REGARDING FORWARD-LOOKING
STATEMENTS





Certain
of the statements made herein, including information incorporated herein by
reference to other documents, are “forward-looking statements” within the
meaning and protections of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.





Forward-looking
statements include statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, assumptions, estimates, intentions, and
future performance, and involve known and unknown risks, uncertainties and other
factors, which may be beyond our control, and which may cause our actual
results, performance or achievements to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements.





All
statements other than statements of historical fact are statements that could be
forward-looking statements. You can identify these forward-looking statements
through our use of words such as “may”, “will”, “anticipate”, “assume”,
“should”, “indicate”, “would”, “believe”, “contemplate”, “expect”, “estimate”,
“continue”, “plan”, “point to”, “project”, “could”, “intend”, “target”, and
other similar words and expressions of the future. These forward-looking
statements may not be realized due to a variety of factors, including, without
limitation:





•
            
            the
      effects of future economic, business and market conditions, domestic and
      foreign;•
            
            governmental
      monetary and fiscal policies;•
            
            legislative
      and regulatory changes, including changes in banking, securities and tax
      laws and regulations and their application by our
    regulators;•
            
            changes
      in accounting policies, rules and practices;•
            
            the
      risks of changes in interest rates on the levels, composition and costs of
      deposits, loan demand, and the values and liquidity of loan collateral,
      securities, and interest sensitive assets and
  liabilities;•
            
            credit
      risks of borrowers;•
            
            changes
      in the availability and cost of credit and capital in the financial
      markets;•
            
            changes
      in the prices, values and sales volumes of residential and commercial real
      estate;•
            
            the
      effects of competition from a wide variety of local, regional, national
      and other providers of financial, investment and insurance
      services;•
            
            the
      failure of assumptions underlying the establishment of reserves for
      possible loan losses and other estimates;•
            
            the
      risks of mergers, acquisitions and divestitures, including, without
      limitation, the related








2








time
      and costs of implementing such transactions, integrating operations as
      part of these transactions and possible failures to achieve expected
      gains, revenue growth and/or expense savings from such
      transactions;•
            
            changes
      in technology or products that may be more difficult, costly, or less
      effective, than anticipated; and•
            
            the
      effects of war or other conflicts, acts of terrorism or other catastrophic
      events that may affect general economic conditions.


All
written or oral forward-looking statements that are made by or are attributable
to us are expressly qualified in their entirety by this cautionary notice. We
have no obligation and do not undertake to update, revise or correct any of the
forward-looking statements after the date of this Prospectus, or after the
respective dates on which such statements otherwise are made.





PROSPECTUS
SUMMARY




This section summarizes selected
information contained in this Prospectus. This summary does not contain all the
information you may wish to consider before purchasing shares. We urge you to
read the entire Prospectus carefully.




Marco
Community Bancorp, Inc.




Our
Business. Marco Community Bancorp, Inc. was organized in January 2003, to
be a bank holding company. Our headquarters are located in Marco Island,
Florida. We conduct business through our wholly-owned subsidiaries Marco
Community Bank and Commercial Lending Capital Corp. As a bank holding company,
Marco Community Bancorp, Inc. has greater flexibility than Marco Community Bank
to diversify and expand its business activities, either through newly formed
subsidiaries, such as Commercial Lending Capital Corp., or through
acquisitions.




Marco Community Bancorp, Inc. is a
legal entity separate from its subsidiaries. Our executive offices are located
at 1770 San Marco Road, Suite 201, Marco Island, Florida, and our telephone
number is (239) 259-1413.




Subsidiaries.
Marco Community Bank, which opened on August 18, 2003, is a Florida-chartered
Federal Reserve member commercial bank. Marco Community Bank is primarily
engaged in the business of obtaining funds in the form of deposits and investing
such funds in loans secured by commercial real estate and residential real
estate primarily in Collier County Florida.





Our other wholly-owned subsidiary,
Commercial Lending Capital Corp. (formerly MCB Commercial Lending Corp.)
commenced a commercial lending brokerage business on November 8, 2004. Its
offices are also located in Marco Island and it operates primarily in the same
markets as Marco Community Bank.







3





The
Offering





Securities
      Offered for Sale:
            1,000,000
      shares of common stock.Offering
      Price:
            $____
      per share.Record
      Date:
            5:00
      p.m. Eastern Time on ________________, 2008.Basic
      Rights of Common Shareholders:
            Each
      holder of shares of our common stock on the record date is entitled to
      purchase a number of shares of common stock equal to 20% of the number of
      shares that shareholder owned on the record date, or one share of common
      stock for each five common shares owned on that date.Basic
      Rights of Preferred Shareholders:
            Each
      share of our Series B preferred stock is convertible into 6,000 shares of
      common stock. Therefore, each holder of shares of our Series B preferred
      stock on the record date is entitled to purchase 1,200 shares of common
      stock for each preferred share owned on that date.Oversubscription
      Privilege:
            In
      addition to the shares we are offering in connection with your basic
      rights, we are also offering an additional 2__,___ shares. You may also
      subscribe for these additional shares and for any shares that are not
      purchased by our shareholders through the exercise of their basic rights.
      Oversubscriptions will be filled in the sole discretion of the Executive
      Committee of our Board of Directors.Nontransferability:
            You
      may not transfer your basic rights or your oversubscription
      privilege.Minimum
      Subscription and Offering:
            There
      is no minimum subscription requirement and no minimum number of shares is
      required to be sold in this offering.Irrevocability:
            Once
      you submit a subscription, you may not revoke it.Best
      Efforts Offering:
            We
      are offering the shares on a best efforts basis. This means there is no
      guarantee that we will be able to sell all or any of the shares offered.
      We intend to pay no commissions on shares we sell in this offering;
      however, we have reserved the right to retain brokers or sales agents to
      assist us in selling the shares, if we deem it necessary.No
      Recommendation:
            Our
      Board of Directors is making no recommendation as to whether you should
      subscribe for shares pursuant to either your basic right or your
      oversubscription privilege.





4








Use
      of Proceeds:
            To
      provide operating capital (including additional allowances for loan
      losses, if necessary) and to support our continued growth.Expiration
      Date:
            The
      offering will terminate on ______________, 2008, unless extended by our
      Board of Directors for up to an additional 120 days.Additional
      Documents:
            In
      addition to the information contained in this Prospectus, this document
      also incorporates by reference portions of our 2007 Annual Report on Form
      10-K, March 31, 2008 Quarterly Report on Form 10-Q, our Proxy Statement
      for our 2008 Annual Meeting of Shareholders and our Current Reports on
      Form 8-K dated ________________________.Additional
      Information:
            Please
      direct questions about this offering to:
              Laura  Jennings
              Assistant
      Vice President
              Marco
      Community Bancorp, Inc.
              1770
      San Marco Road, Suite 201
              Marco
      Island, Florida 34145
              Telephone:
      (239) 259-1413








5





SUMMARY FINANCIAL DATA




We have
derived the following selected consolidated financial and other data from our
Consolidated Financial Statements and Notes thereto contained in our 2007 Annual
Report on Form 10-K and March 31, 2008 Quarterly Report on Form 10-Q, which we
are incorporating by reference into this Prospectus. You should read this data
only in conjunction with those financial statements and notes. All dollars are
in thousands, except per share data.


At
      and for the
              Three
      Months
              Ended March 31, 2008
              (Unaudited)
            
            
            At
      and for the
              Year
      Ended
              December 31, 2007
              (Audited)Selected
      Balance Sheet Data:Total
      assets
            
            $
            162,573
            
            
            $
            149,531Total
      loans, net
            
            $
            112,959
            
            
            $
            119,876Total
      deposits
            
            $
            136,820
            
            
            $
            123,713Stockholders’
      equity
            
            $
            22,468
            
            
            $
            22,818Selected
      Operating Data:Net
      interest income
            
            $
            972
            
            
            $
            5,427Provision
      for loan losses
            
            $
            100
            
            
            $
            8,110Net
      interest income (expense) after provisionfor
      loan losses
            
            $
            872
            
            
            $
            (2,683
            )Net
      (loss)
            
            $
            (282
            )
            
            $
            (5,095
            )Net
      (loss) available to common shareholders
            
            $
            (351
            )
            
            $
            (5,130
            )Per
      Share Data:Basic
      and diluted (loss) per common share
            
            $
            (0.11
            )
            
            $
            (1.61
            )Book
      value per common share
            
            
            5.45
            
            
            
            5.56Common
      shares outstanding
            
            
            3,222
            
            
            
            3,222Average
      common shares outstanding, basic
            
            
            3,222
            
            
            
            3,191Average
      common shares outstanding, diluted
            
            
            3,222
            
            
            
            3,191Performance
      Ratios
              (Annualized
      for the three months ended March 31, 2008):Return
      on average assets
            
            
            (0.72
            )%
            
            
            (3.08
            )%Return
      on average common shareholders’ equity
            
            
            (6.40
            )%
            
            
            (24.12
            )%Non-interest
      expense to average assets
            
            
            3.49
            %
            
            
            3.90
            %Net
      interest margin
            
            
            2.64
            %
            
            
            3.43
            %Asset
      Quality Ratios:Allowance
      for loan losses as apercentage
      of total loans outstanding
            
            
            3.22
            %
            
            
            3.07
            %Net
      charge-offs as a percentageof
      average loans
            
            
            0.11
            %
            
            
            4.84
            %Nonperforming
      loans as a percentage oftotal
      assets
            
            
            7.50
            %
            
            
            8.16
            %Capital
      Ratios:Total
      risk-based capital ratio
            
            
            16.42
            %
            
            
            15.24
            %Tier
      1 risk-based capital ratio
            
            
            15.14
            %
            
            
            13.97
            %Tier
      1 leverage capital ratio
            
            
            11.39
            %
            
            
            10.86
            %Total
      equity to total assets
            
            
            13.82
            %
            
            
            15.26
            %





6




RISK
FACTORS
  Investing in our common stock involves risk. In addition to the
other information set forth elsewhere in this Prospectus, the following factors
relating to us and our common stock should be carefully considered in deciding
whether to invest in our common stock.
 
 We
may not be able to comply with the Written Agreement.
 
 Our
wholly-owned subsidiary, Marco Community Bank, has entered into a Written
Agreement jointly with the Federal Reserve Bank of Atlanta and the Florida
Office of Financial Regulation. Pursuant to this Written Agreement, we must
address those regulatory agencies’ supervisory and regulatory concerns. If we
cannot satisfactorily do so, Marco Community Bank and its directors could be
subject to civil money penalties.
  Marco
Community Bank is limited in its ability to pay dividends to the holding
company.
  The
Written Agreement also prohibits Marco Community Bank from paying dividends to
the holding company, without regulatory approval. Dividends from Marco Community
Bank (and our other subsidiary, Commercial Lending Capital Corp.) are our
primary potential sources of income. Therefore, the dividend restriction on
Marco Community Bank may limit the amount of funds available for us to pay
dividends.
  The
slowing real estate market may continue to adversely affect our
business.
  A
significant portion of our loan portfolio consists of mortgages secured by real
estate located in Collier County, Florida. Real estate values have recently
decreased and real estate markets have recently slowed and may be further
affected by, among other things, changes in national, regional or local economic
conditions; fluctuations in interest rates and the availability of loans to
potential purchasers; changes in the tax laws and other governmental statutes,
regulations and policies; and acts of nature. If real estate prices continue to
decline in any of these markets, the value of the real estate collateral
securing our loans could be further reduced. Such a reduction in the value of
our collateral could increase the number of non-performing loans and adversely
affect our financial performance.
  We
are not certain that our capital will be adequate to support
growth.
  We
anticipate that our existing capital resources and the capital raised in this
offering will be adequate to satisfy our capital requirements for the next 12 to
24 months. Future capital requirements depend on many factors, including the
ability to successfully attract new customers and provide additional services,
asset quality, the opening of new branches, and our profitability levels. If
adequate capital is not available, we could be subject to an increased level of
regulatory supervision, we may not be able to expand our operations, and our
business, operating results, and financial condition could be adversely
affected.
  We
have invested a significant amount in certain loan pools, which have
deteriorated in quality since we purchased them.
  We
currently have $3.8 million in outstanding loans that were acquired in loan pool
purchases. These short term loans are to borrowers with high credit scores and
were used to
  7
   finance
the borrowers’ acquisition and renovation of residential real estate primarily
in Duval and Hillsborough Counties, Florida. Due to liquidity and pricing
weaknesses in those markets, as well as the financial deterioration of the
loans’ servicer, we have concluded that the likelihood of full repayment of
those loans is unlikely. Marco Community Bank is actively engaged in trying to
mitigate any losses and is evaluating its options, including, but not limited
to, selling the loan pools or accepting assignment of individual loans and
pursuing refinancing or foreclosures. We may experience significant losses from
loans in these pools.
  Our
business focus in the Collier County, Florida area makes us vulnerable to
adverse economic conditions in the area.
  Our
operations are materially affected by and sensitive to the economy of our market
area, Collier County, and are particularly impacted by the economic conditions
in Marco Island. Because our business is focused in the Collier County area, we
could be more affected by a weakening of this area’s economy than banking
institutions with operations in more diverse geographical areas.
  A
continued slowdown in the economy could diminish the quality of our loan
portfolio and our financial performance.
  Adverse
economic developments can impact the collectibility of loans and may negatively
affect our earnings and financial condition. In addition, the banking industry
in general is affected by economic conditions such as inflation, recession,
unemployment, and other factors beyond our control. A prolonged economic
recession or other economic dislocation could cause increases in nonperforming
assets and impair the values of real estate collateral, thereby causing
operating losses, decreasing liquidity, and eroding capital. We cannot assure
you that future declines in the economy, particularly in our market area, would
not have a material adverse effect on our financial condition, results of
operations, or cash flows.
  We
are subject to government regulation and monetary policy that could constrain
our growth and profitability.
  We are
subject to extensive federal and state government supervision and regulations
that impose substantial limitations with respect to loans, purchase of
securities, payment of dividends, and many other aspects of the banking
business. Many of these regulations are intended to protect our depositors, the
public, and the Federal Deposit Insurance Corporation, and not our shareholders.
Future legislation or government policy could adversely affect the banking
industry, our operations, or our shareholders. The burden imposed by federal and
state regulations may place banks in general, and us specifically, at a
competitive disadvantage compared to less regulated competitors. Federal
economic and monetary policy may affect our ability to attract deposits, make
loans, and achieve satisfactory operating results.
  We
could be negatively impacted by changes in interest rates and economic
conditions.
  Our
results of operations may be materially and adversely affected by changes in
prevailing economic conditions, including further declines in real estate market
values, rapid changes in interest rates, and the monetary and fiscal policies of
the federal government. Our profitability is partly a function of the spread
between the interest rates earned on investments and loans and those paid on
deposits and other liabilities. As with most banking institutions,
our
  8
   net
interest spread is affected by general economic conditions and other factors
that influence market interest rates and our ability to respond to changes in
such rates. At any given time, our assets and liabilities may be affected
differently by a given change in interest rates. As a result, an increase or
decrease in rates could have a material adverse effect on our net income,
capital and liquidity. While we take measures to reduce interest rate risk,
these measures may not adequately minimize exposure to interest rate
risk.
  We
face competition from a variety of competitors.
  We face
competition for deposits, loans and other financial services from other
community banks, regional banks, credit unions and other financial institutions.
We also compete with other financial service providers, including consumer
finance companies, securities brokerage firms, mortgage brokers, insurance
companies, and mutual funds, for loans and alternative investment products. Some
of these financial institutions and financial service providers are not subject
to the same degree of regulation as we are. We face increased competition due to
the recently enacted Gramm-Leach-Bliley Act, which allows insurance firms,
securities firms, and other non-traditional financial companies to provide
traditional banking services. Due to the growth of the Collier County area, it
can be expected that significant competition will continue from existing
financial services providers, as well as new entrants to the
market.
  Our
loans-to-one borrower limit restricts our ability to compete with larger
financial institutions.
  Our
loans-to-one borrower loan limit is approximately $4.4 million, subject to
further reduction based on regulatory criteria relevant to any particular
loan.  Accordingly, the size of loans which we can offer to potential
customers is less than the size which several of our competitors with larger
loan limits are able to offer. This limit has affected and will continue to
affect our ability to seek relationships with larger businesses in our market.
We attempt to accommodate loan requests in excess of our loan limit by the sale
of portions of such loans to other banks. However, we may not be successful in
attracting or maintaining customers seeking larger loans or in selling portions
of such larger loans on terms that are favorable to us.
  Our
directors have substantial control over our company, which could delay or
prevent a change of control favored by our other shareholders
  Our
directors, if acting together, are able to significantly influence all matters
requiring approval by our shareholders, including elections of directors and the
approval of mergers or other business combination transactions. They own
1,036,611 shares, representing approximately 32.17% of the total number of
shares outstanding before this offering. The interest of these shareholders may
differ from the interests of our other shareholders, and these shareholders,
acting together, will be able to influence all matters requiring approval by
shareholders. As a result, these shareholders may approve or cause us to take
actions of which you may disapprove, or that may be contrary to your interests
and those of other investors.
  Investors
may face dilution resulting from the issuance of common stock in the
future.
  We can
issue common stock without shareholder approval, up to the number of authorized
shares set forth in our Articles of Incorporation. Our Board of Directors
may
  9
   determine
from time to time a need to obtain additional capital through the issuance of
additional shares of common stock or other securities, subject to limitations
imposed by the Federal Reserve Board. There can be no assurance that such shares
can be issued at prices or on terms better than or equal to the terms obtained
by our current shareholders. The issuance of any additional shares of common
stock by us in the future may result in a reduction of the book value or market
price, if any, of the then-outstanding common stock. Issuance of additional
shares of common stock will reduce the proportionate ownership and voting power
of our existing shareholders.
  Shares
of our preferred stock may be issued in the future, which could materially
adversely affect the rights of the holders of our common stock.
  Pursuant
to our Articles of Incorporation, we have the authority to issue additional
series of preferred stock and to determine the designations, preferences, rights
and qualifications or restrictions of those shares without any further vote or
action of the shareholders. The rights of the holders of our common stock will
be subject to, and may be materially adversely affected by, the rights of the
holders of any preferred stock that may be issued by us in the
future.
  Our
common stock is not an insured bank deposit and is subject to market
risk.
  Our
shares of common stock are not deposits, savings accounts or other obligations.
Our subsidiaries or any other depository institution, are not guaranteed by us
or any other entity, and are not insured by the Federal Deposit Insurance
Corporation, or any other governmental agency.
  We
may need additional capital in the future and this capital may not be available
when needed or at all.
  We may
need to incur additional debt or equity financing in the near future to fund
future growth and meet our capital needs. We cannot assure you that such
financing will be available to us on acceptable terms or at all. If we are
unable to obtain future financing, we may not have the resources available to
fund our planned growth.
  Future
sales of our common stock could depress the price of the common
stock.
  Sales of
a substantial number of shares of our common stock in the public market by our
shareholders, or the perception that such sales are likely to occur, could cause
the market price of our common stock to decline.
  Although
publicly traded, our common stock has substantially less liquidity than the
average trading market for a stock quoted on the
Over-the-Counter-Bulletin-Board, and our price may fluctuate in the
future.
  Although
our common stock is listed for trading on the Over-the-Counter-Bulletin-Board,
the trading market in our common stock is not very liquid. A public trading
market having the desired characteristics of depth, liquidity and orderliness
depends on the presence in the marketplace of willing buyers and sellers of our
common stock at any given time. This presence depends on the individual
decisions of investors and general economic and market conditions over which we
have no control. The market price of our common stock may fluctuate in the
future, and these fluctuations may be unrelated to our performance. General
market price
  10
   declines
or overall market volatility in the future could adversely affect the price of
our common stock, and the current market price may not be indicative of future
market prices.
  USE
OF PROCEEDS
  Net
proceeds that we receive from this offering will be used to provide operating
capital (including additional allowances for loan losses, if necessary) and to
support our continued growth.  As conditions permit, we may also use
the proceeds of this offering to take advantage of growth and revenue-enhancing
opportunities, including possibly opening new branches, and to provide more
convenience and services to existing and potential customers.
  THE OFFERING
  General
  Securities
Offered. We are offering to sell our common and preferred shareholders
1,000,000 shares of our common stock at $_____ per share. The CUSIP number for
our common stock is 566246104.
 
 Shareholders
may subscribe for shares, pursuant to their basic subscription right, based on
their holdings as of the record date of _________, 2008. Pursuant to the basic
subscription right, each common stock shareholder may purchase a number of
shares equal to 20% of the number of shares of common stock they owned on the
record date, or one share for every five shares of common stock owned on that
date. For example: a common stock shareholder who owns 100 shares, may purchase
20 shares in this offering pursuant to the shareholder’s basic subscription
right. On the record date, there were ______ shares of common stock outstanding;
so, ____ shares of common stock have been reserved for sale pursuant to basic
subscription rights of our common standards.
 
 Each
share of our Series B preferred stock is convertible into 6,000 shares of our
common stock. Therefore, based on the same 20% basic subscription right for
common shareholders, each Series B preferred stock shareholder may purchase
1,200 shares for each share of Series B preferred stock held on the record date.
For example: a Series B preferred stock shareholder who owns two shares, would
receive 12,000 common shares upon conversion. Therefore, a Series B preferred
stock shareholder who owns to shares may purchase 2,400 shares pursuant to the
shareholder’s basic subscription right. On the record date, there were 96 shares
of Series B preferred stock outstanding. If those preferred shares were
converted to common shares, they would become 576,000 common shares; so, 115,200
shares of common stock have been reserved for sale pursuant to basic
subscription rights of our preferred standards.
 
 In
addition to the shares we are offering in connection with basic subscription
rights, we are also offering an additional 2__,___ shares. You may also
subscribe for these additional shares and for any shares that are not purchased
through the exercise of basic subscription rights. This is called the
oversubscription privilege. Oversubscriptions will be filled in the sole
discretion of a Subscription Committee composed of members of our Board of
Directors.  Neither your basic subscription right, nor your
oversubscription privilege, are transferable and they will not be evidenced by
any certificates. Any shares for which you do not subscribe will be used to fill
oversubscriptions of other shareholders.
  11
  
 No
fractional shares will be issued and any fraction will be rounded up to the next
whole number.
  Minimum and
Maximum Subscriptions.Shareholders are not
required to subscribe for the purchase of any minimum number of shares in this
offering. There is no maximum number of shares which any person or group of
affiliated persons will be permitted to purchase, except as governed by any
applicable regulatory restrictions. See “Regulatory Limitations.”
  Dilution.If you do not exercise
at least your basic subscription right, your percentage ownership interest in
Marco Community Bancorp, Inc. will decline.
  Best
Efforts. We are offering the shares on a best efforts basis, and we are
not required to issue any minimum number of shares in the offering. We will
consummate the offering if any valid subscriptions are received, unless our
Board of Directors terminates the offering entirely. Our Board has determined
that it is not necessary to incur the costs associated with an underwriter,
broker or sales agent and, thus, has not engaged one to assist with the
offering. If we determine that the services of an underwriter, broker or sales
agent is necessary to raise capital in this offering, we have reserved the right
to do so.
  Expiration
Time. The offering will remain open for 45 days following the date of
this Prospectus. Subscriptions to purchase shares must be received no later than
5:00 p.m., Eastern time, on ______________, 2008. Our Board of Directors may
extend the expiration date of the offering for up to 120 days or terminate the
offering at any time.
  Acceptance of
Subscriptions. Basic subscriptions will be accepted on a pro-rata basis
as described herein, unless regulatory pre-clearance is required. We reserve the
right to accept or reject all oversubscriptions, in whole or in part. The
Executive Committee of our Board of Directors will review each oversubscription
and determine whether, and to what extent, to accept it.
  Subscription
Proceeds.
Subscription proceeds will be deposited in an account at Marco Community Bank
when received. Once shares have been issued, the proceeds will become part of
our working capital. Proceeds for oversubscriptions that are not accepted will
be returned without interest to subscribers within ten business days following
the rejection.
  Registration of
Securities.We have registered
these shares under the Federal securities laws, but not under the securities
laws of any states. We will not make sales to residents of any states where the
offering must be registered, or an exemption is not available. Residents of
states other than Florida are responsible for locating the appropriate exemption
or registering any future sales or purchases of our securities.
 
 Offering
Expenses.We estimate that the expenses associated with this offering
will not exceed $50,000. If, however, we retain an underwriter, broker or sales
agent to assist in the sales effort, those expenses will be
greater.
  Procedure
for Subscribing for Shares
 
 If you
wish to participate in the offering and invest in the shares, you may do so by
completing and signing the Stock Order Form included with this Prospectus, and
delivering it to
  12
  us before
the expiration time, together with payment in full of the offering price for all
the shares for which you have subscribed including any oversubscription. Payment
must be payable to “Marco Community Bancorp, Inc.” and made by:
  •
              check
      or bank draft drawn on a U.S. bank;
  •
              cashier’s
      check or money order; or
  •
              funds
      transferred via wire transfer.
  The
offering price will be deemed to have been received only upon the;
  §
              clearance
      of any personal check; or
 
 §
              receipt
      of any certified check or bank draft drawn upon a U.S. bank, any cashier’s
      check, money order, or wire
transfer.
 
 An
addressed envelope is included with this Prospectus for the return of the Stock
Order Form. If you wish to pay by personal check, please note that the funds may
take at least five business days to clear. Accordingly, any such payment of the
offering price should be sent in time to ensure that payment is received and
clears by the expiration date of the offering.
  The
address to which Stock Order Form and payment of the offering price should be
delivered is:
  Marco
      Community Bancorp, Inc.1770
      San Marco Road, Suite 201Marco
      Island, Florida 34145Attention:
      Laura JenningsAssistant
      Vice President
  If the
amount you send with your Stock Order Form is not the exact amount required to
purchase the number of shares that you indicate are being subscribed for, or if
you do not specify the number of shares to be purchased, then you will be deemed
to have subscribed to purchase shares to the full extent of the payment tendered
(subject to reduction to the extent necessary to comply with any regulatory
limitation).
  Failure
to include the full offering price with your subscription may cause us to reject
your subscription. The method of delivery of the Stock Order Form and payment of
the offering price is at your election and risk. If you send your subscription
by mail, we recommend that you use registered or express mail, return receipt
requested.
  A
Subscription Committee of our Board of Directors will determine all matters
concerning the timeliness, validity, form and eligibility of Stock Order Forms,
and its decisions will be final and binding. In the committee’s sole discretion,
we may waive any defect or irregularity in any subscription, may permit any
defect or irregularity to be corrected within such time as we may allow, or may
reject the purported subscription. Stock Order Forms will not be deemed to have
been received or accepted until all irregularities have been waived or cured
within the allotted time. We have no duty to give a subscriber notice of any
defect or irregularity
  13
  in a
Stock Order Form submitted, and no one will incur any liability for failure to
give such notice.
  Regulatory
Limitations
  If you would own 10% or more of our
common stock after the offering (5% in some circumstances), you may be required
to provide certain information to, and seek the prior approval of, the Federal
Reserve. We will not be required to issue shares of common stock in the offering
to any person who, in our opinion, would be required to obtain prior clearance
or approval from the Federal Reserve to own or control such shares if, at the
expiration date, such clearance or approval has not been obtained or any
required waiting period has not expired. We reserve the right to reduce or
reject, in whole or in part, any subscription which would require prior
regulatory application or approval if such has not been obtained before the
applicable offering expiration date.
  Subscriptions
for Shares May Not Be Revoked by Subscribers
  A
subscriber may not revoke his or her subscription once it has been received.
Stock Order Forms are not binding on us until we have accepted such
subscriptions.
 
 Issuance
of Common Stock
  Certificates
representing the shares of common stock purchased in the offering will be
delivered to purchasers or their brokers as soon as practicable after
subscriptions for such shares have been accepted by us. No fractional shares
will be issued, and any fractions will be rounded up to the next whole
number.
  Right
to Terminate the Offering
  We
expressly reserve the right, at any time before or after the delivery of common
stock, to terminate the offering if the offering is prohibited by law or
regulation or if our Board of Directors concludes, in its sole judgment, that it
is not in our best interests to complete the offering under current
circumstances.
  Manner
of Distribution
  Directors
and employees who assist in the offering will not receive any compensation for
such services. No person is authorized to make statements about us unless such
information is set forth in this Prospectus, nor is any person authorized to
render investment advice.
  Requests
for Additional Information
  If you
have questions or require additional information concerning the offering, or
would like to receive copies of documents incorporated by reference into this
Prospectus, please contact Laura Jennings, Assistant Vice President at (239)
259-1413.
   14
 
 No
Recommendation
  Neither
our Board of Directors nor management has expressed an opinion or has made any
recommendation as to whether anyone should purchase shares in the offering. You
must make any decision to invest in the shares based upon your own evaluation of
the offering in the context of your best interests.
 
 Determination
of Offering Price
  We have
established the offering price of the shares by considering several factors,
including the current market value of our common stock, our financial and
operational condition, and our capital needs. We have neither sought nor
obtained a valuation opinion from an outside financial consultant or investment
banker as to the value or price of our shares in connection with this
offering.
 
  INFORMATION
ABOUT US
  General
Information
  
 We are a bank holding company that owns
and operates Marco Community Bank, a Florida state-chartered bank located in
Marco Island, Florida and Commercial Lending Capital Corp., a commercial loan
brokerage business also headquartered in Marco Island, Florida. The holding
company was incorporated under the laws of the State of Florida on
January 28, 2003, for the purpose of organizing Marco Community Bank and
purchasing 100% of the to-be-issued capital stock of the bank.
 
 Marco Community Bank commenced business
operations on August 18, 2003. To promote a community bank atmosphere, our
corporate headquarters has a self-contained community room used by condominium
associations and local civic groups. The holding company utilizes 829 square
feet of that facility for its corporate offices and the bank occupies 7,228
square feet and three drive-through lanes.
 
 Our other wholly-owned subsidiary,
Commercial Lending Capital Corp. was incorporated on October 22, 2004, and
commenced a commercial lending brokerage business on November 8, 2004. Its
offices are also located on Marco Island and it operates primarily in the same
markets as the bank.
 
 Market
Area and Competition
 
 Our primary service area has
experienced steady growth in both jobs and banking deposits in recent years.
Marco Island is the primary residential and commercial center in the southeast
part of Collier County, Florida. Collier County maintains a steady tourist,
industrial and agricultural base, which has been expanding in recent years. The
largest employers in the county include Collier County School Board, Naples
Community Hospital, Inc., Publix Supermarket, Inc., Collier County Board of
County Commissioners, Marriott Corporation, Winn-Dixie Stores, Inc., the Ritz
Carlton Hotel, and Naples Grande Hotel. Agricultural activities in the county
center around the cattle, produce and saltwater fishing industries. Numerous
resorts, hotels and other tourist facilities are located in Marco Island, as
well as a number of winter residences.
  15
  
 Competition among financial
institutions in our primary service area is intense. There are nine other
commercial banks with a total of eleven branches in Marco Island. All nine banks
are affiliated with larger bank holding companies. There are no savings
associations or credit unions located in Marco Island; however, savings
associations and credit unions are located in nearby communities.
 
 Through Marco Community Bank, we offer
a full range of interest bearing and non-interest bearing deposit accounts,
including commercial and retail checking accounts, money market accounts,
individual retirement and Keogh accounts, regular interest bearing savings
accounts and certificates of deposit with fixed and variable rates and a range
of maturity date options. Sources of deposits are residents, businesses and
employees of businesses within our market area, obtained through the personal
solicitation of our officers and directors, direct mail solicitation and
advertisements published in the local media. We pay competitive interest rates
on time and savings deposits. In addition, we have a service charge fee schedule
competitive with other financial institutions in our market area covering such
matters as maintenance fees on checking accounts, per item processing fees on
checking accounts and returned check charges.
 
 Loan
Portfolio
  We consider the maintenance of a
well-underwritten and diversified loan portfolio a prudent and profitable method
of employing funds raised through deposits. Marco Community Bank’s objective is
to maintain a high quality, diversified credit portfolio consisting of
commercial, consumer and mortgage loans. The bank originates a minimal amount of
subprime and speculative type loans due to the high risk involved in these types
of loans. During the past two years, however, Marco Community Bank purchased
approximately $21 million in pooled loans; these loans are described in more
detail under Loan Pools and
Allowance for Loan and Lease Losses.
 
 Our loan policy provides our lenders
with a moderate amount of discretion, while assuring compliance within banking
regulations. The bank Board’s Loan Committee is responsible for ensuring the
soundness of the bank’s credit policy, adherence to lending policies and
compliance with applicable laws, rules and regulations. To fulfill these
responsibilities, the Loan Committee reviews the adequacy of the bank’s credit
policy on at least an annual basis and reviews all large loans and monitors the
performance of the loan portfolio on an ongoing basis. Either the Loan Committee
or the full Board of Directors approves every loan the bank makes greater than
an individual officer’s moderate loan authority.
 
 Loan
Pools and Allowance for Loan and Lease Losses
 
 During 2007 and the first quarter of 2008, Marco Community
Bank made provisions to its allowance for loan and lease losses of $8.21 million
and charged off a net of $6.50 million in loans against the allowance. The
increased provision and charge offs were primarily related to portions of loan
pools former bank officers had purchased through Allen C. Ewing & Company,
issued by Atlantic Capital Associates, Inc., Jacksonville, Florida. A number of
other Florida-based banks also purchased portions of those loan pools. The pools
consisted of short term loans to borrowers with predominantly high credit
scores, which were used to finance the borrowers’ acquisition and renovation of
residential real estate primarily in Duval and Hillsborough Counties, Florida.
Following regulatory criticism of the pools, and due to real estate liquidity
and pricing weaknesses in those markets, management further concluded that the
likelihood of full
  16
  repayment
of those loans was in doubt and made the provisions and took the charge offs
described above.
 
 As of March 31, 2008, Marco Community
Bank had $3.8 million of loans in the pools remaining, which comprised a portion
of the bank’s total of $11.0 million in impaired loans. After the charge offs
described above, we believe that our allowance for loan and lease losses is
sufficient to cover any additional charge offs in its loan portfolio.
Management, however, is actively engaged in trying to recover losses, reducing
the amount of other impaired loans, and evaluating the bank’s options regarding
the loans in the pools, including, but not limited to, selling the loans,
continuing to collect from the borrowers and/or pursuing refinancing or
foreclosures. The bank has accepted assignment of individual loans from the
pools and a new servicing agent has been appointed to service the
loans.
 
 In April
2008, the Federal Reserve delivered its results of an examination of Marco
Community Bank conducted as of October 31, 2007. As a result of this
examination, in the Federal Reserve’s opinion, the bank’s allowance for loan
losses was inadequate based on the Federal Reserve’s evaluation of the quality
of the bank’s loan portfolio. We do not believe the allowance is inadequate
and will address the Federal Reserve’s concerns in the bank’s response to the
examination. Also, since the receipt of the examination report, the bank’s
borrowers have paid-down or paid-off certain loans, which management believes
will support its position. We are unable to determine the ultimate outcome of
this issue at this time.
 
 Deposit
Generation
 
 We compete aggressively for deposits in
the Marco Island market. Among Marco Community Bank’s product offerings are
online business banking, checking accounts, cash management services, safe
deposit boxes, travelers’ checks, direct deposit of payroll and social security
checks, wire transfers, telephone banking and automatic drafts. We believe these
accounts and products are profitable when considering the entire potential
customer relationship, which may include other deposit accounts, loans, and
sources of fee income.
 
 We also offer certificate of deposit
promotions designed to attract customers that we intend to cross-sell other
services, including loan products. Our goal is to attract customers who will
become permanent customers due to more responsive, more personalized, and faster
service. We also seek to garner as many zero interest or low cost deposits as
possible.
 
 We offer a tiered money market/savings
product that pays higher rates on higher deposit balances. We believe this
deposit vehicle allows the Bank to compete with money market mutual funds and
other financial institutions. At March 31, 2008, we also had $31.6 million in
national market Certificates of Deposit.
 
 Loan
Brokerage
 
 The mission of our commercial lending
subsidiary, Commercial Lending Capital Corp., is to provide commercial loans to
our customers that would otherwise seek financing elsewhere because of credit
limit constraints. That flexibility is created by participating loans among
various banks. Commercial borrowers can receive high touch community bank
service with borrowing amounts that are associated with regional bank credit
limits.
  17
  
 Supervision
and Regulation and Supervisory Agreement
 
 As a registered bank holding company,
Marco Community Bancorp, Inc. is subject to an extensive body of federal and
state banking laws and regulations, which impose specific requirements and
restrictions on virtually all aspects of our operations. Those requirements and
restrictions are increased, due to the Written Agreement described below. We are
also affected by government monetary policy and by regulatory measures affecting
the banking industry in general. Any change in applicable laws or regulations
may have a material adverse effect on our business and prospects.
 
 On
August 14, 2007, our wholly-owned subsidiary, Marco Community Bank entered
into a Written Agreement jointly with the Federal Reserve Bank of Atlanta and
the Florida Office of Financial Regulation. The purpose of the Written Agreement
is for the bank to address the Federal Reserve’s and Florida Office’s
supervisory and regulatory concerns primarily related to the volume of certain
loan pools which are described elsewhere in this Prospectus, as well as other
loan quality issues. The Written Agreement requires the bank to take corrective
actions within specified time frames, which may be extended with the consent of
the Federal Reserve and the Florida Office. Failure to comply with the terms of
the Written Agreement could result in the assessment of civil money penalties
against the bank and the members of its Board of Directors.
 
 The
actions to be taken include an evaluation by Marco Community Bank’s Board of
Directors of its current management and staffing to determine if any additional
or replacement personnel are needed; the preparation and implementation of a
strategic business plan and budget designed to improve the bank’s financial
condition and credit risk management; a review and adoption of any necessary
revisions to the bank’s loan policy and loan review/grading program; a reduction
of the bank’s volume of adversely classified assets; and the continual
monitoring of the bank’s allowance for loan and lease losses. In addition, Marco
Community Bank may not make any loans to borrowers who previously had loans
charged-off by the bank; must prepare a plan to effectively manage the bank’s
capital relative to its volume of adversely classified assets, anticipated
growth and risk profile; and may not pay any dividends without regulatory
consent. As of the date of this Prospectus, Marco Community Bank considers
itself to be in compliance with substantially all conditions of the Written
Agreement.
 
 Since
entering into the Written Agreement, management and the Board of Directors have
taken the following actions: (i) the Board’s operating committee structure has
been realigned to facilitate greater involvement in the bank; (ii) key
management changes have been made at the bank, with Richard Storm, Jr. being
named President and Chief Executive Officer, and the addition of a new Chief
Credit Officer, a new Commercial Lending Team Leader and an Executive Vice
President/Operations Officer; (iii) the establishment of a sub-committee to
undertake a full review of all officers, senior managers, and department heads;
(iv) the establishment of new lending authorities, as well as scopes and limits
for all loan officers; (v) the retention of an independent third party which has
conducted a loan review; (vi)  the development and implementation of
various plans to reduce the volume of classified loans; (vii) the charging off
of all assets classified as “loss” and establishing an allowance for loan losses
that the Board has determined to be appropriate; (viii) the restricting of
transactions with the holding company; and (ix) the preparation of a formal
business plan.
  18
  
 
 LEGAL
MATTERS
 
 The validity of the shares of common
stock to issued in this offering will be passed upon for us by Igler &
Dougherty, P.A., 2457 Care Drive, Tallahassee, Florida 32308.
 
 EXPERTS
 
 Our
consolidated financial statements as of December 31, 2007 and 2006, and for
the years then ended, and management’s assessment of the effectiveness of
internal control over financial reporting as of December 31, 2007, have
been incorporated by reference herein in reliance upon the reports of Hacker,
Johnson & Smith, P.A., independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
 
  19
   PART
II – INFORMATION NOT REQUIRED IN PROSPECTUS
 
 ITEM
13.    OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
 
 The following table sets forth the
various expenses payable in connection with the sale and distribution of the
securities being registered, other than underwriting discounts and commission.
All of such expenses will be paid by underwriting discounts and commissions. All
of such expenses will be paid by us. We will not, however, pay for expense such
as commissions and discounts of brokers, dealers or agents for the fees and
expenses of counsel, if any, for the selling shareholders. All of the amounts
shown are estimates, except for the SEC registration fee.
 
 SEC
      Registration Fee
              
              $
              255Accounting
      fees and expenses
              
              $
              5,000Legal
      fees and expenses
              
              $
              25,000Printing
      and shipping
              
              $
              5,245Miscellaneous
              
              $
              1,000Total
              
              $
              36,500
 
 ITEM
14.   INDEMNIFICATION OF DIRECTORS AND
OFFICERS
 
 Our
Articles of Incorporation provide that we shall indemnify our directors,
employees and agents to the fullest extent permitted by Florida
law.
  Under
Florida law, our directors shall not be personally liable to us or our
stockholders for monetary damages for breach of duty of care or any other duty
owed to us as a director, unless the breach of or failure to perform those
duties constitutes:
  •
              a
      violation of criminal law, unless the director had reasonable cause to
      believe his conduct was unlawful, or had no reasonable cause to believe
      his conduct was unlawful;
  •
              a
      transaction from which the director received an improper personal
      benefit;
  •
              an
      unlawful corporate distribution;
  •
              an
      act or omission which involves a conscious disregard for our best
      interests or which involves willful misconduct;
  or
  •
              an
      act of recklessness or an act or omission which was committed in bad faith
      or with malicious purpose or in a manner exhibiting wanton and willful
      disregard of human rights, safety or
property.
 
 
 ITEM
15.   RECENT SALES OF UNREGISTERED SECURITIES
 
  On
November 15, 2007, we completed an offering of our Series B preferred stock
by issuing 96 shares of the preferred stock. The offering raised $4,896,000 in
gross proceeds, at an offering price of $51,000 per share. Our directors and
directors of our subsidiaries purchased in excess of 40% of the shares sold.
$3.0 million of the proceeds have been downstreamed to Marco
  
   Community
Bank, to support the bank’s corporate and business strategies. The capital
infusion will strengthen the bank’s capital position and help allow it to take
advantage of opportunities available in the future. The remainder has been
retained by the holding company as capital reserves. The shares of preferred
stock do not have voting rights, but do have a liquidation preference value of
$51,000 per share. Noncumulative cash dividends on the shares are payable
semiannually in arrears at an annual rate of $2,900. At our discretion, at least
two years after issuance, we may convert the shares of preferred stock into
shares of common stock at a rate of 6,000 shares of common stock per one share
of preferred stock; provided, however, that we may also convert the shares of
preferred stock upon an event resulting in a change in control. The shares of
preferred stock sold in the offering were sold to accredited investors only and
issued in reliance upon exemptions from registration available under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933, as amended,
and are “restricted securities.” No underwriter or sales agent was utilized, and
no commissions were paid or discounts granted, in the offering.
 
 ITEM
16.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
 (a)
              Exhibits.
 
 The
exhibits denominated with (a) were filed with our Form SB-2, which was filed
with the Securities and Exchange Commission on March 7, 2003; those denominated
with (b) were field with our Form 10-QSB, which was filed with the Securities
and Exchange Commission on November 15, 2004; and those denominated with an (c)
were filed with our Form 10-Q, which was filed with the Securities and Exchange
Commission on May 9, 2008.
  
 Exhibit
      No.
              Description
      of Exhibit(a)
              3.1
              Articles
      of Incorporation of Marco Community Bancorp, Inc(a)
              3.2
              Bylaws
      of Marco Community Bancorp, Inc.(a)
              4.1
              Specimen
      Common Stock Certificate5.1
              Legal
      Opinion of Igler & Dougherty, P.A.(b)
              10.1
              Employee’s
      Stock Option Plan(b)
              10.2
              Directors’
      Stock Option Plan(b)
              10.3
              Advisory
      Directors’ Stock Option Plan(c)
              10.4
              Employee
      Severance Agreement with Paul Nidasio(c)
              10.5
              Employee
      Severance Agreement with Anthony Iannotta(c)
              10.6
              Employee
      Severance Agreement with David Klein21.1
              Subsidiaries23.1
              Consent
      of Hacker, Johnson & Smith, P.A.23.2
              Consent
      of Igler & Dougherty, P.A. (included in Exhibit
  5.1)
 
  
  
 (b)
              Financial
      Statement Schedules.
 
 The following documents are
incorporated by reference into this report from our 2007 Form 10-K.
 
 ·
              Audited
      Consolidated Financial Statements of Marco Community Bancorp, Inc.
      (including all required
schedules):
  1.
              Report
      of Independent Registered Public Accounting
  Firm;
 2.
              Consolidated
      Balance Sheets at December 31, 2007 and
2006;
 3.
              Consolidated
      Statements of Operations, Stockholders’ Equity, Comprehensive Income
      (Loss), and Statements of Cash Flows for years ended December 31, 2007 and
      2006.
 4.
              Notes
      to Consolidated Financial
Statements
 
 The
following documents are incorporated by reference into this report from our
March 31, 2008 Form 10-Q.
 
 ·
              Unaudited
      Consolidated Financial Statements of Marco Community Bancorp, Inc.
      (including all required
schedules):
  1.
              Condensed
      Consolidated Balance Sheet at March 31,
2008;
 2.
              Condensed
      Consolidated Statements of Operations, Stockholders’ Equity, Comprehensive
      Income (Loss), and Statements of Cash Flows for quarters ended March 31,
      2008 and 2007.
 3.
              Notes
      to Condensed Consolidated Financial
Statements
 
  ITEM
17.   UNDERTAKINGS
 
 The
undersigned Registrant hereby undertakes:
 
 (A)(1)
              To
      file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration
  statement:
 
 (i)
              To
      include any prospectus required by Section 10(a)(3) of the Securities Act
      of 1933 (the “Securities Act”);
 
 (ii)
              To
      reflect in the prospectus any facts or events arising after the effective
      date of the registration statement (or the most recent post-effective
      amendment thereof) 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% change in the maximum aggregate
      offering price
  
  set forth
in the “Calculation of Registration Fee” table in the effective registration
statement; and
 
 (iii)
              To
      include any material information with respect to the plan of distribution
      not previously disclosed in the registration statement or any material
      change to such information in the registration
  statement.
 
 (2)
              That,
      for the purpose of determining liability under the Securities
      Act,  each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the offering of such securities at that time shall be deemed to be the
      initial bona fide offering thereof.
 
 (3)
              To
      remove from registration by means of a post-effective amendment any of the
      securities being registered that remain unsold at the termination of the
      offering.
 
 (4)
              That,
      for the purpose of determining liability under the Securities Act to any
      purchaser:
 
 (i) If
the registrant is relying on Rule 430B:
 
 (A) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3)(§ 230.424(b)(3) of
this chapter) shall be deemed to be part of the registration statement a of the
date the filed prospectus was deemed part of and included in the registration
statement; and
 
 (B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)(
§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter)
for the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that
no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was
made
  
  in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date;
or
 
 (ii) If
the registrant is subject to Rule 430C (§230.430C of this chapter), each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430(A) (§ 230.430A of this
chapter), shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or registration statement or prospectus that is part of
the registration statement will, a to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was made in
the registration statement or prospectus that was part or the registration
statement or made in any such document immediately prior to such date first
use.
 
 (5)           That,
for purposes of determining liability of the registrant under the Securities Act
to any purchaser in the initial distribution of the securities: the undersigned
registrant 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 registrant 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 registrant
      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 registrant or used or referred to by the undersigned
      registrant.
 
 (iii)
              The
      portion of any other free writing prospectus relating to the offering
      containing material information about the undersigned registrant or its
      securities provided by or on behalf of the undersigned registrant;
      and
 
 (iv)
              Any
      other communication that is an offer in the offering made by the
      undersigned registrant to the
purchaser.
 
 (B)
              The
      undersigned registrant hereby undertakes that, for purposes of determining
      any liability under the Securities Act of 1933, each filing of the
      registrant’s annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 (and, where applicable, each filing of an
      employee benefit plan’s annual report pursuant to Section 15(d) of the
      Securities Exchange Act of 1934) that is incorporated by reference in the
      registration statement shall be deemed to be a new registration statement
      relating to the securities offered therein, and
  the
  
  offering
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
 
 (C)
              Insofar
      as indemnification for liabilities arising under the Securities Act of
      1933 may be permitted to directors, officers and controlling persons of
      the registrant pursuant to the foregoing provisions, or otherwise, the
      registrant 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 registrant of expenses incurred or paid by a
      director, officer or controlling person of the registrant issuer in the
      successful defense of any action, suit or proceeding) is asserted by such
      director, officer or controlling  person in
      connection  with the securities being registered, the registrant
      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.
 
  
 SIGNATURES
 
 Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Marco Island, State of Florida, on June 3,
2008.
 
 MARCO
      COMMUNITY BANCORP, INC.By:
              /s/
      Richard Storm, Jr.Richard Storm, Jr.Principal Executive Officer, Chairman andChief Executive Officer
 
 KNOW ALL MEN BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Richard
Storm, Jr., Thomas M. Whelan, Stephen L. McLaughlin and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, including any Registration Statement
for the same offering that is to be effective upon filing pursuant to Rule
462(b) under other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
 
  
  Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
 
 /s/
      John V. Cofer
                  John
      V. Cofer, Director
                
                June
      4, 2008
                  DateJoel
      M. Cox, Sr., Director
                
                DateBruce
      G. Fedor, Director
                
                Date/s/
      Jamie B. Greusel
                  Jamie
      B. Greusel, Director
                
                June
      4, 2008
                  Date/s/
      Robert A. Marks
                  Robert
      A. Marks, Director
                
                June
      3, 2008
                  Date/s/
      Stephen A. McLaughlin
                  Stephen
      A. McLaughlin, Director & President
                
                DateE.
      Terry Skone, Director
                
                Date/s/ Richard Storm, Jr.
                  Richard
      Storm, Jr., Principal Executive Officer, Chairman &
CEO
                
                June
      3, 2008
                  Date/s/
      Thomas M. Whelan
                  Thomas
      M. Whelan, Principal Financial Officer
                
                June
      5, 2008
                    Date
    
  You
      should rely only on the information contained in this prospectus or
      information that is incorporated into the prospectus by reference. We have
      not authorized anyone to provide you with other or different information.
      Information contained in this prospectus was, to the best of our
      knowledge, correct when it was printed. Some of the information will
      change after the printing date because we continue to engage in our usual
      and customary business activities. The accidental or improper delivery of
      this prospectus to persons to whom it is unlawful to make an offer under
      state securities laws, shall not constitute an offer to sell the
      securities.TABLE
      OF CONTENTS
                  
                  
                  Where
      You Can Find More Information
                  Special
      Cautionary Notice Regarding
                  Forward-Looking
      Statements
                  Prospectus
      Summary
                  Summary
      Financial Data
                  Risk
      Factors
                  Use
      of Proceeds
                  The
      Offering
                  Information
      About Us
                  Legal
      Matters
                  Experts
                8
                  12
                  12
                  17
                  17
                  23
                  23
                MARCO
      COMMUNITY
                  BANCORP,
      INC.
                  
                  
                  
                  SHAREHOLDERS’
      RIGHTS OFFERING
                  
                  $___,000
                  1,000,000
      SHARES
                  $___
      PER SHARE
                  
                  PROSPECTUS
                  
                  ______________,
      2008


STOCK
      ORDER FORM
              MARCO
      COMMUNITY BANCORP, INC.
 
 
 
 Note:  Please
read the Stock Order Form Guide and Instructions which accompany this
form.
 
 Deadline:The
offering began on ___________________, 2008. The offering must be completed on
or before _______________, 2008, unless extended by the board of directors for
up to an additional 120 days.
 
 Number
of Shares
 
  (1)
      Number of Shares
              
              Price
      Per Share
              
              (2)
      Total Amount DueBasic
      Subscription Privilege
              
              x
              $_____
              =
              $Oversubscription
              
              x
              $_____
              =
              $
 
 There
is no minimum subscription. Except as otherwise provided in the prospectus, no
person, together with associates of, and persons acting in concert with such
persons, may purchase more than 9.9% of the total number of shares outstanding
following the completion of the offering.
 
  Method
of Payment
  (3)
              Enclosed
      is a check, draft or money order payable to Marco Community Bancorp,
      Inc..
 for:
$_____________.
 
  (4)                 If
you are purchasing through a broker/dealer, please list the name, address, and
phone number in the space provided.
 
 Company
      Name:
              
              
              City:Broker
      Name:
              
              
              State:
              
              
              Zip
      Code:Street
      Address:
              
              
              Phone
      Number:E-mail
      Address:
 
 Stock
Registration
 
 ONE OWNERSHIP PER ORDER
FORM
 
 (5)
              Form
      of share ownership
 □
              Individual
              □
              Tenants
      in Common□
              Joint
      Tenants
              □
              *Uniform
      Transfer or Gift to Minors□
              Individual
      Retirement Account
              □
              ERISA
      Retirement Plan□
              Tenants
      by the Entireties
              □
              Fiduciary/Trust
      (Under Agreement Dated
      __________)Subject to approval. See restrictions
      herein.(husband
      and wife only)*
      Minor’s Social Security Number
Required
 
 Name
              Social
      Security or Tax I.D.Name
              Daytime
      TelephoneStreet
      Address
              Evening
      TelephoneCity                                                                                                     
      State                             
      Zip Code
              State
      of Residence
 
 (OVER)
  
  
 OFFICE
USE:     Date Received
____________     Check
#_________     Amount
$___________     Order
#_______     Category ____   Initials
______
 
  FINRA
Affiliation(This section only applies to those individuals who
meet the delineated criteria)
 
 □ Check
here if you are a member of the Financial Industry Regulatory Agency (“FINRA”),
a person associated with a FINRA member, a member of the immediate family of any
such person to whose support such person contributes, directly or indirectly, or
the holder of an account in which a FINRA member or person associated with a
FINRA member has a beneficial interest. To comply with conditions under which an
exemption from the FINRA’s Interpretation with Respect to Free-Riding and
Withholding is available, you agree, if you have checked if the FINRA
affiliation box: (1) not to sell, transfer or hypothecate the shares subscribed
for herein for a period of three months following the issuance, and (2) to
report this subscription in writing to the applicable FINRA member within one
day of the payment therefore.
 
 
 Acknowledgments
 
  By
signing below:
 
 1.
              I
      acknowledge receipt of the prospectus dated ________________, 2008 and
      that this subscription is subject to the terms and conditions contained
      therein. I understand that I may not change or revoke my subscription. I
      also certify that this subscription is for my own account and not for
      resale.
 
 2.      I
certify that:
 
 (i)
              the
      social security number or taxpayer identification number given herein is
      correct; and
 (ii)
              I
      am not subject to backup
withholding.
 
 If
you have been notified by the Internal Revenue Service that you are subject to
backup withholding because of under-reporting interest or dividends on your tax
return, you must cross out Item (ii) above.
 
 3.
              I
      acknowledge that I have not waived any rights under the Securities Act of
      1933 or the Securities Exchange Act of
1934.
 
 4.
              I
      acknowledge that Marco Community Bancorp, Inc. has the right to accept or
      reject any oversubscription in whole or part, in its absolute
      discretion.
 
 
  THIS FORM MUST BE SIGNED AND
DATED. THIS
SUBSCRIPTION IS NOT VALID IF THE ORDER FORM IS NOT SIGNED.  YOUR
SUBSCRIPTION WILL BE FILLED AS PROVIDED IN THE PROSPECTUS.
 
 All
purchasers must sign this form.  When purchasing as a custodian, etc.,
include your full title.
 Signature                                                                                                                       
             Title (if
      applicable)                                                                                                         
      Date
                
                1.
                2.
                

                3.
 
 
 THE
SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT DEPOSITS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
 
 
 RETURN
      THIS FORM TO:
              Laura
      JenningsAssistant
      Vice PresidentMarco
      Community Bancorp, Inc.1770
      San Marco Road, Suite 201Marco
      Island, Florida 34145Telephone:
      (239) 259-1413
 
 
  
  
 MARCO
COMMUNITY BANCORP, INC.
 ORDER
FORM GUIDE AND INSTRUCTIONS
 
 
 
 Instructions
 
 Items 1 and 2– Fill in the number of
shares that you wish to purchase and the total payment due. The amount due is
determined by multiplying the number of shares by the purchase price of $____
per share. Except as otherwise provided in the prospectus dated
_________________, 2008, no person, together with associates of, and persons
acting in concert with such person, may purchase more than 9.9% of the total
number of shares outstanding following the completion of the
offering.
  Marco
Community Bancorp, Inc. has reserved the right to reject any oversubscription
received in the offering, in whole or in part, in its absolute
discretion.
  Item 3-Payment for shares may be made
by check, bank draft, or money order made payable to“Marco Community Bancorp, Inc.”PLEASE DO NOT MAIL CASH.
  Item
4– If purchasing through a broker/dealer, please list the name, address,
and phone number in this box.
  Item
5 – The stock transfer industry has developed a uniform system of
shareholder registrations that we will use in the issuance of Marco Community
Bancorp, Inc. common stock. Print the name(s) in which you want the shares
registered and the mailing address of the registration. Include the first name,
middle initial, and last name of the shareholder. Avoid the use of two initials.
Please omit words that do not affect ownership rights, such as “Mrs.,” “Mr.,”
“Dr.,” “special account,” etc.
  PLEASE
DATE AND SIGN THE STOCK ORDER FORM WHERE INDICATED ON THE BACK.
  PLEASE
SEE YOUR LEGAL OR FINANCIAL ADVISOR IF YOU ARE UNSURE ABOUT THE CORRECT
REGISTRATION OF YOUR STOCK.
  Individual– The shares are to be registered in an individual’s name
only.  You may not list beneficiaries for this
ownership.
  Tenants in Common– Tenants in common
may identify two or more owners.  When shares are held by tenants in
common, upon the death of one co-tenant, ownership of the shares will be held by
the surviving co-tenant(s) and by the heirs of the deceased
co-tenant.  All parties must agree to the transfer or sale of shares
held by tenants in common.  You may not list beneficiaries for this
ownership.
  Uniform
Transfer or Gift to Minors – For residents of many states, shares may be
held in the name of a custodian for the benefit of a minor under the Uniform
Transfers to Minors Act.  For residents in other states, shares may be
held in a similar type of ownership under the Uniform Gift to Minors Act of the
individual states.  For either type of ownership, the minor is the
actual owner of the shares with the adult custodian being responsible for the
investment until the child reaches legal age.
  On
the first line, print the first name, middle initial, and last name of the
custodian, with the abbreviation “CUST” and “Unif Tran Min Act” or “Unif Gift
Min Act” after the name.  Print the first name, middle initial, and
last name of the minor on the second “NAME” line.  Standard U.S.
Postal Service state abbreviations should be used to describe the appropriate
state.  For example, shares held by John Doe as custodian for Susan
Doe under the Florida Transfer to Minor Act will be abbreviated John Doe, CUST
Susan Doe Unif Tran Min Act. FL.  Use the minor’s Social Security
Number.Only one custodian and one minor may be
designated.
  
   Joint
Tenants – Joint Tenants with right of survivorship identifies two or more
individuals. When shares are held by joint tenants with rights of survivorship,
ownership automatically passes to the surviving joint tenant(s) upon the death
of any joint tenant.  You may not list beneficiaries for this
ownership.
  Tenants
by the Entireties  –  Husband and wife only.
Essentially the same as Joint Tenants.
  Individual Retirement Account– An
Individual Retirement Account for which the beneficiary is an Accredited
Investor.
  ERISA Retirement Plan– A 401(k), 403(b)
or other similar plan.
  Fiduciary/Trust– Generally, fiduciary relationships (such as trusts, estates,
guardianships, etc.) are established under a form of trust agreement or pursuant
to a court order.  Without a legal document establishing a fiduciary
relationship, your shares may not be registered in a fiduciary capacity. Any
trust ownership shall be subject to review and approval by legal counsel for the
corporation.
  On
the first “NAME” line, print the first name, middle initial, and last name of
the fiduciary if the fiduciary is an individual. If the fiduciary is a
corporation, list the corporate title on the first “NAME” line. Following the
name, print the fiduciary “title” such as trustee, executor, personal
representative, etc.
  On
the second “NAME” line, print either the name of the maker, donor, or testator
OR the name of the beneficiary. Following the name, indicate the type of legal
document establishing the fiduciary relationship (agreement, court order, etc.).
In the blank after “Under Agreement Dated,” fill in the date of the document
governing the relationship.  The date of the document need not be
provided for a trust created by a will.
  An
example of fiduciary ownership of stock in the case of a trust is: “John D.
Smith, Trustee for Thomas A. Smith Trust Under Agreement Dated June 9,
1987.”
  
  
 A
person’s associates consist of the following: (1) any corporation or other
organization (other than Marco Community Bancorp, Inc.) of which such person is
a director, officer, or partner or is directly or indirectly the beneficial
owner of 10% or more of any class of equity securities; (2) any trust or other
estate in which such person has a substantial beneficial interest or as to which
such person serves as trustee or in a similar fiduciary capacity; provided,
however, that such term shall not include any tax-qualified employee stock
benefit plan of Marco Community Bancorp, Inc. in which such person has a
substantial beneficial interest or serves as a trustee or in a similar fiduciary
capacity; and (3) any relative or spouse of such person, or any relative of such
person, who either has the same home as such person or who is a director or
officer of Marco Community Bancorp,
Inc.