SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549










FORM
      10-QSB


(Mark
        One)
 
 x 
QUARTERLY
        REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        quarterly period ended  March
        31,
        2007
 
 **OR**
  o 
TRANSITION
        REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        transition period from _______ To _________________
  Commission
        File Number 000-51078





LINCOLN
                PARK BANCORP(Exact
                name of registrant as specified in its
                charter)











FEDERAL
            61-1479859(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                Number)





31
                Boonton Turnpike, Lincoln Park, New Jersey
            07035(Address
                of principal executive offices)
            (Zip
                Code)





Registrant’s
        telephone number, including area
        code (973)
        694-0330





Indicate
      by check **X** whether
      the registrant (1) has filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days.
      Yes x No
o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act.) Yes o    
      No
      x





The
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 1,851,500 shares of common stock, par value
      $.01
      per share as of May 11, 2007.





Transitional
      Small Business Disclosure Format. Yes o        
      No
      x





LINCOLN
      PARK BANCORP AND SUBSIDIARY





INDEX





PagePART
                I - FINANCIAL INFORMATION
            
            NumberItem
                1:
            Financial
                StatementsConsolidated
                Statements of Financial Conditionat
                March 31, 2007 and December 31, 2006 (Unaudited)
            
            1Consolidated
                Statements of Income for the Three MonthsEnded
                March 31, 2007 and 2006 (Unaudited)
            
            2Consolidated
                Statements of Changes in Stockholders’ Equityfor
                the Three Months Ended March 31, 2007 and 2006 (Unaudited)
            
            3Consolidated
                Statements of Cash Flows for the Three MonthsEnded
                March 31, 2007 and 2006 (Unaudited)
            
            4Notes
                to Consolidated Financial Statements (Unaudited)
            
            5
                -
                11Item
                2:
            Management’s
                Discussion and Analysis ofFinancial
                Condition and Results of Operations
            
            12
                - 18Item
                3:
            Controls
                and Procedures
            
            19PART
                II - OTHER INFORMATION20
                - 21Item
              1:
            Legal
              ProceedingsItem
              2:
            Unregistered
              Sales of
              Equity Securities and Use of ProceedsItem 3:
            Defaults Upon
              Senior
              SecuritiesItem 4:
            Submission
              of Matters
              to a Vote of Security HolersItem 5:
            Other
              InformationItem 6:
            ExhibitsSIGNATURES
            
            22





PART
      I
      -FINANCIAL INFORMATION





LINCOLN
      PARK BANCORP AND SUBSIDIARY


CONSOLIDATED
      STATEMENTS OF FINANCIAL CONDITION


(Unaudited)





ITEM
      1.
      FINANCIAL STATEMENTS





March
                  31,
              
              December
                  31,ASSETS
              
              2007
              
              2006Cash
                  and amounts due from depository institutions
              
              $
              1,348,014
              
              $
              1,228,459Interest-bearing
                  deposits in other banks
              
              
              640,901
              
              
              1,372,050Total
                  cash and cash equivalents
              
              
              1,988,915
              
              
              2,600,509Term
                  deposits
              
              
              389,085
              
              
              189,771Securities
                  available for sale
              
              
              2,724,600
              
              
              2,573,628Securities
                  held to maturity
              
              
              18,193,825
              
              
              18,334,915Loans
                  receivable, net of allowance for loan losses of 2007$143,000;and
                  2006 $136,000**;**respectively
              
              
              70,435,052
              
              
              67,450,821Premises
                  and equipment
              
              
              837,224
              
              
              851,357Federal
                  Home Loan Bank of New York stock, at cost
              
              
              1,110,300
              
              
              1,121,400Interest
                  receivable
              
              
              522,923
              
              
              489,495Other
                  assets
              
              
              402,060
              
              
              358,258Total
                  assets
              
              $
              96,603,984
              
              $
              93,970,154LIABILITIES
                  AND STOCKHOLDERS' EQUITYLiabilities:Deposits:Non-interest
                  bearing deposits
              
              $
              878,961
              
              $
              768,473Interest
                  bearing deposits
              
              
              59,732,900
              
              
              57,075,421Total
                  deposits
              
              
              60,611,861
              
              
              57,843,894Advances
                  from Federal Home Loan Bank of New York
              
              
              21,731,271
              
              
              21,978,331Advance
                  payments by borrowers for taxes and insurance
              
              
              398,686
              
              
              360,771Other
                  liabilities
              
              
              546,125
              
              
              542,848Total
                  liabilities
              
              
              83,287,943
              
              
              80,725,844Stockholders'
                  equity:Preferred
                  stock; no par value; 1,000,000 shares authorized;none
                  issued or outstanding
              
              
              -
              
              
              -Common
                  stock; $.01 par value; 5,000,000 shares authorized;1,851,500
                  issued and outstanding
              
              
              18,515
              
              
              18,515Additional
                  paid-in capital
              
              
              7,501,979
              
              
              7,484,694Retained
                  earnings - substantially restricted
              
              
              6,286,402
              
              
              6,252,608Unearned
                  ESOP shares
              
              
              (342,021
              )
              
              (346,861
              )Accumulated
                  other comprehensive loss
              
              
              (148,834
              )
              
              (164,646
              )Total
                  Stockholders' equity
              
              
              13,316,041
              
              
              13,244,310Total
                  liabilities and stockholders' equity
              
              $
              96,603,984
              
              $
              93,970,154








See
      notes
      to consolidated financial statements.


-
          1
          -








LINCOLN
      PARK BANCORP AND SUBSIDIARY


CONSOLIDATED
        STATEMENTS OF INCOME


(Unaudited)




Three
                  Months EndedMarch
                  31,2007
              
              2006Interest
                  income:Loans,
                  including fees
              
              $
              973,618
              
              $
              907,223Securities
              
              
              267,020
              
              
              264,673Other
                  interest-earning assets
              
              
              14,900
              
              
              10,369Total
                  interest income
              
              
              1,255,538
              
              
              1,182,265Interest
                  expense:Deposits
              
              
              495,766
              
              
              309,221Advances
                  and other borrowed money
              
              
              232,109
              
              
              249,938Total
                  interest expense
              
              
              727,875
              
              
              559,159Net
                  interest income
              
              
              527,663
              
              
              623,106Provision
                  for loan losses
              
              
              6,600
              
              
              3,500Net
                  interest income after provision for loan losses
              
              
              521,063
              
              
              619,606Non-interest
                  income:Fees
                  and service charges
              
              
              23,608
              
              
              18,599Gains
                  on sale of available for sale securities
              
              
              3,302
              
              
              9,612Miscellaneous
              
              
              4,982
              
              
              5,059Total
                  non-interest income
              
              
              31,892
              
              
              33,270Non-interest
                  expenses:Salaries
                  and employee benefits
              
              
              225,127
              
              
              204,846Net
                  occupancy expense of premises
              
              
              27,806
              
              
              30,010Equipment
              
              
              66,080
              
              
              60,404Advertising
              
              
              8,077
              
              
              9,733Federal
                  insurance premium
              
              
              1,706
              
              
              1,830Miscellaneous
              
              
              #175,295
              
              
              207,049Total
                  non-interest expenses
              
              
              504,091
              
              
              513,872Income
                  before income taxes
              
              
              48,864
              
              
              139,004Income
                  taxes
              
              
              14,196
              
              
              52,739Net
                  income
              
              $
              34,668
              
              $
              86,265Net
                  income per common share:Basic
              
              $
              0.02
              
              $
              0.05Weighted
                  average number of common shares andcommon
                  stock equivalents outstanding:Basic
              
              
              1,788,080
              
              
              1,819,490Net
                  income per common share:Diluted
              
              $
              0.02
              
              $
              0.05Weighted
                  average number of common shares andcommon
                  stock equivalents outstanding:Diluted
              
              
              1,789,315
              
              
              1,824,558




See
      notes
      to consolidated financial statements.


-
          2
          -








LINCOLN
      PARK BANCORP AND SUBSIDIARY


CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


(Unaudited)







**Common**
              **Stock**
            
            **Additional**
              **Paid-in**
              **Capital**
            
            **Retained**
              **Earnings**
            
            **Unearned**
              **ESOP**
              **Shares**
            
            **Accumulated**
              **Other**
              **Comprehensive**
              **Loss**
            
            **Total**





**Balance
                - December 31, 2005**
            
            $
            18,515
            
            $
            7,776,418
            
            $
            5,982,724
            
            $
            (366,220
            )
            $
            (23,901
            )
            $
            13,387,536Comprehensive
                income:Net
                income
            
            
            -
            
            
            -
            
            
            86,265
            
            
            -
            
            
            -
            
            
            86,265Other
                comprehensive loss:
              Unrealized
                holding loss on
              securities
                available for sale, net of
              deferred
                income taxes of $8,227
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (12,424
            )
            
            (12,424
            )**Total
                Comprehensive Income**
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            **73,841**Purchase
                of restricted stock
            
            
            -
            
            
            (180,901
            )
            
            -
            
            
            -
            
            
            -
            
            
            (180,901
            )Restricted
                stock earned and stock options
            
            
            
            
            
            18,262
            
            
            
            
            
            
            
            
            
            
            
            18,262Dividends
                paid
            
            
            
            
            
            
            
            
            (40,882
            )
            
            
            
            
            
            
            
            (40,882
            )ESOP
                shares committed to be released
            
            
            -
            
            
            -
            
            
            (760
            )
            
            4,840
            
            
            -
            
            
            4,080**Balance
                - March 31, 2006**
            
            $
            18,515
            
            $
            7,613,779
            
            $
            6,027,347
            
            $
            (361,380
            )
            $
            (36,325
            )
            $
            13,261,936**Balance
                - December 31, 2006**
            
            $
            18,515
            
            $
            7,484,694
            
            $
            6,252,608
            
            $
            (346,861
            )
            $
            (164,646
            )
            $
            13,244,310Comprehensive
                income:
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**Net
                income
            
            
            **-**
            
            
            **-**
            
            
            34,668
            
            
            **-**
            
            
            **-**
            
            
            34,668Other
                comprehensive income:Unrealized
                holding gain on securities available for sale, net of deferred income
                taxes of $5,653
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            8,633
            
            
            8,663**Total
                Comprehensive Income**
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            **43,301**Directors’
                retirement plan
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            7,179
            
            
            7,179Restricted
                stock earned
            
            
            **-**
            
            
            8,064
            
            
            -
            
            
            -
            
            
            -
            
            
            8,064Stock
                options
            
            
            **-**
            
            
            9,221
            
            
            -
            
            
            -
            
            
            -
            
            
            9,221ESOP
                shares committed to be released
            
            
            **-**
            
            
            -
            
            
            (874
            )
            
            4,840
            
            
            -
            
            
            3,966**Balance
                -March 31, 2007**
            
            $
            18,515
            
            $
            7,501,979
            
            $
            6,286,402
            
            $
            (342,021
            )
            $
            (148,834
            )
            $
            13,316,041











See
      notes
      to consolidated financial statements.





-
          3
          -





LINCOLN
      PARK BANCORP AND SUBSIDIARY


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


(Unaudited)




Three
                  Months EndedMarch
                  31,2007
              
              2006Cash
                  flows from operating activities:Net
                  income
              
              $
              34,668
              
              $
              86,265Adjustments
                  to reconcile net income to netcash
                  provided by operating activities:Depreciation
                  of premises and equipment
              
              
              17,167
              
              
              16,647Amortization
                  and accretion, net
              
              
              6,457
              
              
              9,116Gain
                  on sale of securities AFS
              
              
              (3,302
              )
              
              (9,612
              )Provision
                  for loan losses
              
              
              6,600
              
              
              3,500Increase
                  in interest receivable
              
              
              (33,428
              )
              
              (42,827
              )(Increase)
                  decrease in other assets
              
              
              (42,508
              )
              
              207,204Deferred
                  taxes
              
              
              (6,948
              )
              
              (18,522
              )Increase
                  in accrued interest payable
              
              
              2,597
              
              
              11,886Increase
                  (decrease) in other liabilities
              
              
              4,155
              
              
              (27,541
              )ESOP
                  shares committed to be released
              
              
              3,966
              
              
              4,080Restricted
                  Stock earned
              
              
              8,064
              
              
              7,570Stock
                  options
              
              
              9,221
              
              
              10,692Directors'
                  retirement plan
              
              
              7,179
              
              
              -Net
                  cash provided by operating activities
              
              
              13,888
              
              
              258,458Cash
                  flows from investing activities:Purchases
                  of term deposits
              
              
              (297,000
              )
              
              -Proceeds
                  from maturities and calls of term deposits
              
              
              99,000
              
              
              -Purchase
                  of securities available for sale
              
              
              (147,221
              )
              
              (71,836
              )Proceeds
                  from maturities and calls of securities available for sale
              
              
              -
              
              
              500,000Principal
                  repayments on securities available for sale
              
              
              5,559
              
              
              8,125Proceeds
                  from sale of securities available for sale
              
              
              8,248
              
              
              24,298Purchases
                  of securities held to maturity
              
              
              -
              
              
              (1,000,000
              )Proceeds
                  from maturities and calls of securities held to maturity
              
              
              100,000
              
              
              600,000Principal
                  repayments on securities held to maturity
              
              
              40,930
              
              
              63,747Net
                  increase in loans receivable
              
              
              (2,998,411
              )
              
              (973,709
              )Additions
                  to premises and equipment
              
              
              (3,034
              )
              
              (33,817
              )Purchase
                  of Federal Home Loan Bank of New York stock
              
              
              (59,300
              )
              
              (135,000
              )Redemption
                  of Federal Home Loan Bank of New York stock
              
              
              70,400
              
              
              101,100Net
                  cash used in investing activities
              
              
              (3,180,829
              )
              
              (917,092
              )Cash
                  flows from financing activities:Net
                  increase in deposits
              
              
              2,764,492
              
              
              182,061Proceeds
                  from advances from Federal Home Loan Bank of New York
              
              
              14,400,000
              
              
              23,425,000Repayments
                  of advances from Federal Home Loan Bank of New York
              
              
              (14,647,060
              )
              
              (22,671,298
              )Net
                  increase in payments by borrowers for taxes and insurance
              
              
              37,915
              
              
              20,680Dividends
                  paid
              
              
              -
              
              
              (40,882
              )Purchase
                  of stock
              
              
              -
              
              
              (180,901
              )Net
                  cash provided by financing activities
              
              
              2,555,347
              
              
              734,660Net
                  (decrease) increase in cash and cash equivalents
              
              
              (611,594
              )
              
              76,026Cash
                  and cash equivalents - beginning
              
              
              2,600,509
              
              
              2,316,178Cash
                  and cash equivalents - ending
              
              $
              1,988,915
              
              $
              2,392,204Supplemental
                  information:Cash
                  paid during the period for:Interest
                  on deposits and borrowings
              
              $
              725,278
              
              $
              547,274Income
                  taxes
              
              $
              -
              
              $
              107,297


See
      notes
      to consolidated financial statements.




-
          4
          -


LINCOLN
      PARK BANCORP AND SUBSIDIARY


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)











1.
      PRINCIPLES OF CONSOLIDATION





The
      consolidated financial statements include the accounts of Lincoln Park Bancorp
      (the “Company”) and its wholly owned subsidiary, Lincoln Park Savings Bank (the
“Bank”), and the Bank’s wholly owned subsidiary LPS Investment Company. The
      Company’s business is conducted principally through the Bank. All significant
      intercompany accounts and transactions have been eliminated in
      consolidation.








2.
      RECENT ACCOUNTING PRONOUNCEMENTS







In
      July
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109” (FIN 48), which clarifies the accounting for uncertainty in
      tax positions. This Interpretation requires that companies recognize in their
      financial statements the impact of a tax position, if that position is more
      likely than not of being sustained on audit, based on the technical merits
      of
      the position. The provisions of FIN 48 are effective for fiscal years beginning
      after December 15, 2006, with the cumulative effect of the change in accounting
      principle recorded as an adjustment to opening retained earnings. The adoption
      of FIN 48 did not have a material effect on our consolidated financial
      statements.





In
      September 2006, the FASB issued FASB Statement No. 157, “Fair Value
      Measurements”, which defines fair value, establishes a framework for measuring
      fair value under GAAP, and expands disclosures about fair value measurements.
      FASB Statement No. 157 applies to other accounting pronouncements that require
      or permit fair value measurements. The new guidance is effective for financial
      statements issued for fiscal years beginning after November 15, 2007, and for
      interim periods within those fiscal years. We are currently evaluating the
      potential impact, if any, of the adoption of SFAS Statement No. 157 on our
      consolidated financial position, results of operations and cash flows.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities-Including an amendment of FASB
      Statement No. 115.” SFAS No. 159 permits entities to choose to measure many
      financial instruments and certain other items at fair value. Unrealized gains
      and losses on items for which the fair value option has been elected will be
      recognized in earnings at each subsequent reporting date. SFAS No. 159 is
      effective for our Company on January 1, 2008. The Company is evaluating the
      impact that the adoption of SFAS No. 159 will have on our consolidated financial
      statements.





In
      March
      2007, the FASB ratified EITF Issue No. 06-11, “Accounting for Income Tax
      Benefits of Dividends on Share-Based Payment Awards.” EITF 06-11 requires
      companies to recognize the income tax benefit realized from dividends or
      dividend equivalents that are charged to retained earnings and paid to employees
      for non-vested equity-classified employee share-based payment awards as an
      increase to additional paid-in-capital. EITF 06-11 is effective for fiscal
      years
      beginning after September 15, 2007. The Company does not expect EITF 06-11
      will
      have a material impact on its financial position, results of operations or
      cash
      flows.










-
          5
          -








LINCOLN
      PARK BANCORP AND SUBSIDIARY


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





.





3.
      BASIS OF PRESENTATION





The
      accompanying unaudited consolidated financial statements were prepared in
      accordance with instructions for Form 10-QSB and regulation S-X and do not
      include information or footnotes necessary for a complete presentation of
      financial condition, results of operations, changes in stockholders’ equity and
      cash flows in conformity with U.S. generally accepted accounting principles.
      However, in the opinion of management, all adjustments (consisting of normal
      recurring adjustments) necessary for a fair presentation of the consolidated
      financial statements have been included. The results of operations for the
      three
      months ended March 31, 2007, are not necessarily indicative of the results
      which
      may be expected for the entire fiscal year.





4.
      NET
      INCOME PER COMMON SHARE





Basic
      net
      income per common share is computed by dividing net income available to common
      shareholders by the weighted average number of shares of common stock
      outstanding, adjusted for unearned shares of the ESOP and unvested restricted
      stock awards. Diluted net income per common share is calculated by dividing
      net
      income by the weighted average number of shares of common stock and common
      stock
      equivalents outstanding decreased by the number of common shares that are
      assumed to be repurchased with the proceeds from the exercise or conversion
      of
      the common stock equivalents (treasury stock method) along with the assumed
      tax
      benefit from the exercise of non-qualified options.





5.
      CRITICAL ACCOUNTING POLICIES





We
      consider accounting policies involving significant judgments and assumptions
      by
      management that have, or could have, a material impact on the carrying value
      of
      certain assets or on income to be critical accounting policies. Material
      estimates that are particularly susceptible to significant changes relate to
      the
      determination of the allowance for loan losses. Determining the amount of the
      allowance for loan losses necessarily involves a high degree of judgment.
      Management reviews the level of the allowance on a quarterly basis, at a
      minimum, and establishes the provision for loan losses based on the composition
      of the loan portfolio, delinquency levels, loss experience, economic conditions,
      and other factors related to the collectibility of the loan portfolio. Since
      there has been no material shift in the loan portfolio, the level of the
      allowance for loan losses has changed primarily due to changes in the size
      of
      the loan portfolio and the level of nonperforming loans.





We
      have
      allocated the allowance among categories of loan types as well as classification
      status at each period-end date. Assumptions and allocation percentages based
      on
      loan types and classification status have been consistently applied. Management
      regularly evaluates various risk factors related to the loan portfolio, such
      as
      type of loan, underlying collateral and payment status, and the corresponding
      allowance allocation percentages. Although we believe that we use the best
      information available to establish the allowance for loan losses, future
      additions to the allowance may be necessary based on estimates that are
      susceptible to change as a result of changes in economic conditions and other
      factors. In addition, the regulatory authorities, as an integral part of their
      examinations process, periodically review our allowance for loan losses. Such
      agencies may require us to recognize adjustments to the allowance based on
      its
      judgments about information available to it at the time of their
      examinations.








-
          6
          -











LINCOLN
      PARK BANCORP AND SUBSIDIARY


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)








6.
      STOCK COMPENSATION PLANS




The
      Company has two stock-related compensation plans, including stock option and
      restricted stock plans, which are described in Note 12 to the Company’s
      Consolidated Financial Statements included in its Annual Report on Form 10-KSB
      for the fiscal year ended December 31, 2006. Through December 31, 2005, the
      Company accounted for its stock option and employee stock ownership plans using
      the intrinsic value method set forth in Accounting Principles Board Opinion
      No. 25, “Accounting for Stock Issued to Employees,” (“APB No. 25”) and
      related interpretations for these plans. Under APB No. 25, generally, when
      the exercise price of the Company’s stock options equaled the market price of
      the underlying stock on the date of the grant, no compensation expense was
      recognized. The Company adopted SFAS No. 123R, using the
      modified-prospective transition method, beginning on January 1, 2006 and,
      therefore, began to expense the fair value of all options over their remaining
      vesting periods to the extent the options were not fully vested as of the
      adoption date and began to expense the fair value of all share-based
      compensation granted subsequent to December 31, 2005, over its requisite service
      periods.




SFAS
      No. 123R also requires the benefits of realized tax deductions in excess of
      previously recognized tax benefits on compensation expense to be reported as
      a
      financing cash flow ( There
      were no realized tax benefits for the three months ended March 31,
      2007) rather
      than an operating cash flow, as previously required. In accordance with Staff
      Accounting Bulletin (“SAB”) No. 107, the Company classified share-based
      compensation within salaries and employee benefits and other expenses to
      correspond with the same line item as the cash compensation paid to employees
      and non-employee directors.




Employee
      options vest over a seven-year service period and non-employee director options
      vest over a five-year service period. Compensation expense recognized for all
      option grants is recognized over the awards’ respective requisite service
      periods. The fair values relating to all of the calendar 2005 option grants
      were
      estimated using the Black-Scholes option pricing model. Expected volatilities
      are based on historical volatility of our stock and other factors, such as
      implied market volatility. We used historical exercise data based on the age
      at
      grant of the option holder to estimate the options’ expected term, which
      represents the period of time that the options granted are expected to be
      outstanding. We anticipated the future option holding periods to be similar
      to
      the historical option holding periods.




The
      risk-free rate for periods within the contractual life of the option is based
      on
      the U.S. Treasury yield curve in effect at the time of grant. We recognize
      compensation expense for the fair values of these awards, which have graded
      vesting, on a straight-line basis over the requisite service period of the
      awards. We did not grant any options during the quarters ended March 31, 2007
      and 2006.





Restricted
      shares granted to outside directors and employees vest in five annual
      installments and seven annual installments, respectively. The fair value of
      restricted shares under the Company’s restricted stock plans is determined by
      the product of the number of shares granted and the grant date market price
      of
      the Company’s common stock. The fair value of restricted shares is expensed on a
      straight-line basis over the requisite service period of five years for the
      outside directors and seven years for the employees.




During
      the three months ended March 31, 2007, the Company recorded $17,285 of
      share-based compensation expense, which was comprised of stock option expense
      of
      $9,221 and restricted stock expense of $8,064. The Company estimates it will
      record share-based compensation expense of approximately $70,000 in fiscal
      2007.


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          7
          -










LINCOLN
      PARK BANCORP AND SUBSIDIARY


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





6.
      STOCK COMPENSATION PLANS (Cont’d)




The
      following table illustrates the impact of share-based compensation on reported
      amounts:


Three
                  Months Ended
                March
                  2007Impact
                  ofShare-BasedCompensationAs
                  Reported
              
              ExpenseNet
                  operating income before taxes
              
              $
              48,864
              
              $
              (17,285
              )Net
                  Income
              
              
              34,668
              
              
              (15,084
              )Earnings
                  per share:Basic
              
              $
              0.02
              
              $
              (0.01
              )Diluted
              
              $
              0.02
              
              $
              (0.01
              )





































































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          8
          -










LINCOLN
      PARK BANCORP AND SUBSIDIARY


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





6.
      STOCK COMPENSATION PLANS (Cont’d)




A
      summary
      of the Company’s stock option activity and related information for its option
      plans for the three months ended March 31, 2007, was as follows:




**Options**
            
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**
            
            **Weighted**
              **Average**
              **Remaining**
              **Contractual**
              **Term**Outstanding
                at December 31, 2006
            
            64,020
            
            
            $
            8.91Granted
            
            -
            
            
            
            -Exercised
            
            -
            
            
            
            -Forfeited
            
            -
            
            
            
            -Outstanding
                at March 31, 2007
            
            64,020
            
            
            $
            8.91
            
            8.6 yearsExercisable
                at March 31, 2007
            
            10,018
            
            
            $
            8.90
            
            8.6
                years
            
            
            -




A
      summary
      of the status of the Company’s non-vested options as of March 31, 2007 and
      changes during the three months ended March 31, 2007, is presented below:




**Options**
            
            
            **Weighted**
              **Average**
              **Grant Date**
              **Fair
                Value**Nonvested
                at December 31, 2006
            
            54,002
            
            
            $
            3.34Granted
            
            -
            
            
            
            -Vested
            
            -
            
            
            
            -Forfeited
            
            -
            
            
            
            -Nonvested
                at March 31, 2007
            
            54,002
            
            
            $
            3.34







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          9
          -





LINCOLN
      PARK BANCORP AND SUBSIDIARY


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)








6.
      STOCK COMPENSATION PLANS (Cont’d)




Expected
      future compensation expense relating to the 54,002 non-vested options
      outstanding as of March 31, 2007 is $169,000 over a weighted-average period
      of 9 years.




A
      summary
      of the status of the Company’s restricted shares as of March 31, 2007 and
      changes during the three months ended March 31, 2007, is presented below:




**Restricted**
              **Shares**
            
            
            **Weighted**
              **Average**
              **Grant Date**
              **Fair
                Value**Non-vested
                at December 31, 2006
            
            16,964
            
            
            $
            8.90Granted
            
            -
            
            
            
            -Vested
            
            -
            
            
            
            -Forfeited
            
            -
            
            
            
            -Nonvested
                at March 31, 2007
            
            16,964
            
            
            $
            8.90







Expected
      future compensation expense relating to the 16,964 restricted shares at
      March 31, 2007 is $142,000 over a weighted-average period of 6 years.















































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          10
          -








LINCOLN
      PARK BANCORP AND SUBSIDIARY


NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)








7.
      DIRECTORS’ RETIREMENT PLAN





Periodic
      expenses for the Company’s Directors’ retirement plan were as
      follows:












Three
                Months Ended
              March
                31, 2007Service
                Cost
            $  
                2,441Interest
                Cost
            4,884Unrecognized
                Past Service Liability
            7,179TOTAL
            $ 14,504





































































































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          11
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LINCOLN
      PARK BANCORP AND SUBSIDIARY


MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF


FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS





ITEM
      2.





**Forward-Looking
      Statements**





This
      Form
      10-QSB may include certain forward-looking statements based on current
      management expectations. The actual results of the Company could differ
      materially from those management expectations. Factors that could cause future
      results to vary from current management expectations include, but are not
      limited to, general economic conditions, legislative and regulatory changes,
      monetary and fiscal policies of the federal government, changes in tax policies,
      rates and regulations of federal, state and local tax authorities, changes
      in
      interest rates, deposit flows, the cost of funds, demand for loan products,
      demand for financial services, competition, changes in the quality or
      composition of loan and investment portfolios of the Bank, changes in accounting
      principles, policies or guidelines, and other economic, competitive,
      governmental and technological factors affecting the Company’s operations,
      markets, products, services and prices.





**Comparison
      of Financial Condition at March 31, 2007 and December 31,
      2006**





Our
      total
      assets increased by $2.6 million, or 2.8%, to $96.6 million at March 31, 2007,
      from $94.0 million at December 31, 2006. During the three months ended March
      31,
      2007, the level of cash and cash equivalents decreased by $612,000, or 23.5%,
      to
      $2.0 million at March 31, 2007 from $2.6 million at December 31, 2006. Term
      deposits increased $199,000 to $389,000 at March 31, 2007 when compared with
      $190,000 at December 31, 2006. The increase in term deposits was due to the
      purchase of three certificates of deposit totaling $297,000, offset by
      maturities of $99,000.





Securities
      available for sale increased by $151,000 or 5.9% to $2.7 million at March 31,
      2007 when compared with $2.6 million at December 31, 2006. The increase in
      securities available for sale during the 2007 period resulted primarily from
      the
      purchase of stocks totaling $147,000. Securities held to maturity decreased
      by
      $141,000 or 0.8% to $18.2 million at March 31, 2007 when compared with $18.3
      million at December 31, 2006. During the three months ended March 31, 2007,
      we
      had no purchases of securities held to maturity. Maturities amounted to $100,000
      and repayments totaled $41,000.





Loans
      receivable amounted to $70.4 million and $67.5 million at March 31, 2007 and
      December 31, 2006, respectively, representing an increase of $3.0 million or
      4.4%. Our increase in loans resulted primarily from increased one-to four family
      mortgage loan and consumer loan originations. The loans receivable was funded
      by
      increases in deposits.





Federal
      Home Loan Bank of New York (“FHLB”) stock decreased by $11,000, or 1.0% to
      $1,110,000 at March 31, 2007 when compared to $1,121,000 at December 31, 2006,
      primarily due to a decrease in borrowings.





Other
      assets increased by $44,000 or 12.2% to $402,000 at March 31, 2007 from $358,000
      at December 31, 2006. The increase in other assets was primarily due to an
      $83,000 deposit for the purchase of the GSL Savings Montville
      Branch.











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          12
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LINCOLN
      PARK BANCORP AND SUBSIDIARY


MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF


FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS







**Comparison
      of Financial Condition at March 31, 2007 and December 31, 2006
      (Cont’d.)**





Total
      deposits increased by $2.8 million or 4.8% to $60.6 million at March 31, 2007
      from $57.8 million at December 31, 2006. The increase in deposits was due to
      a
      management decision to be more competitive with deposit rates. Advances from
      FHLB decreased by $247,000 or 1.1% to $21.7 million at March 31, 2007 when
      compared with $22.0 million at December 31, 2006.





Stockholders’
      equity totaled $13.3 million and $13.2 million at March 31, 2007 and December
      31, 2006, respectively, reflecting net income of $35,000 for the three months
      ended March 31, 2007, and the amortization of $28,000 for the ESOP, the
      restricted stock, stock options and the directors’ retirement plan in the March
      31, 2007 quarter. Other comprehensive loss totaled $149,000 and $165,000 at
      March 31, 2007 and December 31, 2006, respectively, representing a 9.60%
      improvement. This improvement was due to $9,000 in unrealized holding gains
      net
      of deferred taxes of $6,000, on securities available for sale, and the
      recognition of $7,000 in unrecognized past service liability of the directors’
retirement plan.





**Comparison
      of Operating Results for the Three Months Ended March 31, 2007 and
      2006**




**General.** Net
      income decreased by $52,000, or 60.0%, to $35,000 for the three months ended
      March 31, 2007, from $86,000 for the three months ended March 31, 2006. The
      decrease in net income reflects decreases in net interest income and total
      non-interest income partially offset by decreases in total non-interest expenses
      and decreases in income taxes.




**Interest
      Income.** Interest
      income increased by $72,000, or 6.13%, to $1.3 million for the three months
      ended March 31, 2007, from $1.2 million for the three months ended March 31,
      2006. The increase in interest income was due to increases of $66,000 in
      interest income from loans, $2,000 in interest on securities and $5,000 in
      interest income from other interest earning assets.




Interest
      income from loans increased by $66,000, or 7.3%, to $974,000 for the three
      months ended March 31, 2007, from $907,000 for the three months ended March
      31,
      2006. The increase was due to a $2.9 million or 4.35% increase in the average
      balance of loans to $69.0 million during the quarter ended March 31, 2007 from
      $66.0 million during the quarter ended March 31, 2006 and an increase in the
      average yield to 5.70% from 5.50%. Interest income from securities, including
      available for sale and held to maturity, increased $2,000, or 0.9%, to $267,000
      for the three months ended March 31, 2007, from $265,000 for the three months
      ended March 31, 2006. The increase in interest income from securities was due
      to
      an increase in the average yield to 4.84% in 2007 from 4.64% in 2006, partially
      offset by a decrease of $784,000 or 3.4% in the average balance of securities
      to
      $22.1 million in 2007 from $22.9 million in 2006.




Interest
      income from other interest-earning assets increased $5,000, or 43.7%, to $15,000
      for the three months ended March 31, 2007, from $10,000 for the three months
      ended March 31, 2006. The increase in interest income from other
      interest-earning assets was due to an increase in the average yield to 3.97%
      in
      2007, from 2.03% in 2006 even though the average balance of other interest
      earning assets decreased by $454,000 to $1.5 million in 2007, from $2.0 million
      in 2006.




**Interest
      Expense.** Total
      interest expense increased $169,000, or 30.0%, to $728,000 for the three months
      ended March 31, 2007, from $559,000 for the three months ended March 31, 2006.
      The interest expense on interest-bearing deposits increased by $187,000, or
      60.3%, to $496,000 in 2007 when compared with $309,000 in the comparable 2006
      period. The increase in interest expense on deposits resulted from an increase
      in the average cost of interest-bearing deposits to 3.41% from 2.31%, reflecting
      increasing market interest rates during the period between the comparable
      quarters. The average balance of interest-bearing deposits increased to $58.2
      million in 2007 from $53.5 million in 2006.








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          13
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LINCOLN
      PARK BANCORP AND SUBSIDIARY


MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF


FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS








**Comparison
      of Operating Results for the Three Months Ended March 31, 2007 and 2006
      (Cont’d.)**




The
      interest expense on borrowed money decreased $18,000 or 7.13% to $232,000 in
      2007 from $250,000 in the comparable 2006 period. The decrease resulted from
      a
      decrease of $3.1 million in the average balance of borrowed money to $21.9
      million in 2007 from $25.1 million in 2006 offset by an increase in the cost
      of
      borrowed money to 4.23% in 2007 from 3.99% in 2006.




**Net
      Interest Income.** Net
      interest income decreased $95,000, or 15.3%, to $528,000 for the three months
      ended March 31, 2007 from $623,000 for the three months ended March 31, 2006.
      Our interest rate spread decreased to 1.80% in 2007 from 2.36% in 2006,
      reflecting a 78 basis points increase in the cost of our interest bearing
      liabilities that exceeded a 22 basis points increase in the yield on
      interest-earning assets. Our net interest margin decreased to 2.28% from 2.74%.




**Provision
      for Loan Losses.** We
      establish provisions for loan losses, which are charged to operations, at a
      level necessary to absorb known and inherent losses that are both probable
      and
      reasonably estimable at the date of the financial statements. In evaluating
      the
      level of the allowance for loan losses, management considers historical loss
      experience, the types of loans and the amount of loans in the loan portfolio,
      adverse situations that may affect the borrower's ability to repay, the
      estimated value of any underlying collateral, and prevailing economic
      conditions. This evaluation is inherently subjective as it requires estimates
      that are susceptible to significant revision as more information becomes
      available or as future events change.




Based
      on
      our evaluation of these factors, management recorded provision for loan losses
      of $7,000 for the three months ended March 31, 2007 and $4,000 for the three
      months ended March 31, 2006. We had no charge-offs during the three month
      periods ended March 31, 2007 and 2006. We used the same methodology and
      generally similar assumptions in assessing the allowance for both periods.
      The
      allowance for loan losses was $143,000, or 0.21% of gross loans outstanding
      at
      March 31, 2007, as compared with $162,000, or 0.24% of gross loans outstanding
      at March 31, 2006. The level of the allowance is based on estimates, and the
      ultimate losses may vary from the estimates.





**Non-interest
      Income.** Non-interest
      income decreased $1,000, or 4.1%, to $32,000 for the three months ended March
      31, 2007, as compared to $33,000 for the three months ended March 31, 2006.
      The
      primary reason for the decrease was a decrease of $6,000 in the gain of sale
      of
      securities offset by an increase of $5,000 in fees and services charges.




**Non-interest
      Expenses.** Non-interest
      expenses were $504,000 and $514,000 for the three months ended March 31, 2007
      and 2006, respectively, representing a decrease of $10,000 or 1.9%. The decrease
      in non-interest expenses was due to decreases of $32,000 in miscellaneous
      expenses, sufficient to offset increases of $6,000 in equipment expense and
      an
      increase of $20,000 in salaries and employee benefits expense.




Miscellaneous
      expenses decreased $32,000 or 15.3% to $175,000 in 2007 from $207,000 in 2006.
      The decrease was caused by a reduction of expenses in the amount of $15,000
      each
      for legal fees and director fees. The reduction in director fees was due to
      the
      fact that the President now draws a salary as opposed to director fees. Salaries
      and employee benefits increased by $20,000 to $225,000 in 2007 from $205,000
      in
      2006. The increase was due to an increase in full time personnel. Equipment
      expenses increased $6,000 or 9.4% to $66,000 in 2007 from $60,000 in 2006 due
      to
      the normal increases in the cost of doing business.





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          14
          -








LINCOLN
      PARK BANCORP AND SUBSIDIARY


MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF


FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS







**Comparison
      of Operating Results for the Three Months Ended March 31, 2007 and 2006
      (Cont’d.)**




Occupancy
      expenses decreased $2,000 or 7.3% to $28,000 in 2007 from $30,000 in 2006 due
      to
      decreased expenditure in repairs and maintenance of the banking facility.
      Advertising expenses decreased $2,000 or 17.01% to $8,000 in 2007 from $10,000
      in 2006 due to an effort to contain cost through the reduction in the purchases
      of promotional items.




**Income
      Tax Expense.** The
      provision for income taxes decreased to $14,000 for the three months ended
      March
      31, 2007 from $53,000 for the three months ended March 31, 2006. The decrease
      in
      the provision for income taxes was primarily due to a decrease of $90,000 in
      income before income taxes to $49,000 for the three months ended March 31,
      2007,
      as compared to $139,000 for the three months ended March 31, 2006.








**Management
      of Market Risk**





**General** .
      The
      majority of our assets and liabilities are monetary in nature. Consequently,
      our
      most significant form of market risk is interest rate risk. Our assets,
      consisting primarily of mortgage loans, have longer maturities than our
      liabilities, consisting primarily of deposits. As a result, a principal part
      of
      our business strategy is to manage interest rate risk and reduce the exposure
      of
      our net interest income to changes in market interest rates. Our full board
      of
      directors is responsible for evaluating the interest rate risk inherent in
      our
      assets and liabilities, for determining the level of risk that is appropriate,
      given our business strategy, operating environment, capital, liquidity and
      performance objectives, and for managing this risk consistent with the
      guidelines approved by the board of directors. Senior management monitors the
      level of interest rate risk and reports to the board of directors on a regular
      basis with respect to our asset/liability policies and interest rate risk
      position.





We
      have
      emphasized the origination of fixed-rate mortgage loans for retention in our
      portfolio in order to maximize our net interest income. We accept increased
      exposure to interest rate fluctuations as a result of our investment in such
      loans. In a period of rising interest rates, our net interest rate spread and
      net interest income may be negatively affected. In addition, we have sought
      to
      manage and mitigate our exposure to interest rate risks in the following ways:





·
            We
                maintain moderate levels of short-term liquid assets. At March 31,
                2007,
                our short-term liquid assets totaled $2.0 million;





·
            We
                originate for portfolio adjustable-rate mortgage loans and adjustable
                home
                equity lines of credit. At March 31, 2007, our adjustable-rate mortgage
                loans totaled $15.0 million and our adjustable home equity lines
                of credit
                totaled $5.6 million;





·
            We
                attempt to increase the maturity of our liabilities as market conditions
                allow. In particular, in recent years, we have emphasized intermediate-
                to
                long-term FHLB advances as a source of funds. At March 31, 2007,
                we had
                $3.3 million of FHLB advances with terms to maturity of between three
                and
                ten years; and





·
            We
                invest in securities with step-up rate features providing for increased
                interest rates prior to maturity according to a pre-determined schedule
                and formula. However, these step-up rates may not keep pace with
                rising
                interest rates in the event of a rapidly rising rate environment.
                In
                addition, these investments may be called at the option of the
                issuer.











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          15
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LINCOLN
      PARK BANCORP AND SUBSIDIARY


MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF


FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS







**Management
      of Market Risk (Cont’d.)**





**Net
      Portfolio Value.** The
      Company utilizes an outside vendor to prepare the computation of amounts by
      which the net present value of the Company’s cash flow from assets, liabilities
      and off-balance sheet items (the Company’s net portfolio value or “NPV”) would
      change in the event of a range of assumed changes in market interest rates.
      The
      vendor provides the Company with an interest rate sensitivity report of net
      portfolio value. The vendor’s simulation model uses a discounted cash flow
      analysis and an option-based pricing approach to measuring the interest rate
      sensitivity of net portfolio value. The model estimates the economic value
      of
      each type of asset, liability and off-balance sheet contract under the
      assumption that the yield curve increases or decreases instantaneously by 200
      basis points. A basis point equals one-hundredth of one percent, and 100 basis
      points equal one percent. An increase in interest rates from 3% to 5% would
      mean, for example, a 200 basis point increase in the “Change in Interest Rates”
column below. The vendor provides us the results of the interest rate
      sensitivity model, which is based on information we provide to them to estimate
      the sensitivity of our net portfolio.




The
      following table sets forth the Bank’s NPV as of March 31, 2007, the most recent
      date the Bank’s NPV was calculated.





**Change
                in**
              **Interest
                Rates**
              (**basis
                points**)
            
            **Net
                Portfolio Value**
            
            **Net
                Portfolio Value as a Percentage**
              **of
                Present Value of Assets****Estimated**
              **NPV**
            
            **Amount
                of**
              **Change**
            
            **Percent
                of Change**
            
            **NPV
                Ratio**
            
            **Change
                in Basis**
              **Points****(Dollars
                in Thousands)**+200
            
            $
            12,958
            
            $
            (3,888
            )
            
            (23.08
            )%
            
            14.96
            %
            
            (313)
                basis points+100
            
            
            14,905
            
            
            (1,941
            )
            
            (11.52
            )
            
            16.59
            
            
            (150)
                basis points0
            
            
            16,846
            
            
            —
            
            
            —
            
            
            18.09
            
            
            —
                basis points-100
            
            
            18,415
            
            
            1,569
            
            
            9.31
            
            
            19.16
            
            
            107
                basis points-200
            
            
            19,409
            
            
            2,563
            
            
            15.21
            
            
            19.68
            
            
            159
                basis points





The
      table
      above indicates that at March 31, 2007, in the event of a 200 basis point
      decrease in interest rates, we would experience a 15.21% increase in net
      portfolio value. In the event of a 200 basis point increase in interest rates,
      we would experience a 23.08% decrease in net portfolio value.





Certain
      shortcomings are inherent in the methodology used in the above interest rate
      risk measurement. Modeling changes in net portfolio value require making certain
      assumptions that may or may not reflect the manner in which actual yields and
      costs respond to changes in market interest rates. In this regard, the net
      portfolio value table presented assumes that the composition of our
      interest-sensitive assets and liabilities existing at the beginning of a period
      remains constant over the period being measured and assumes that a particular
      change in interest rates is reflected uniformly across the yield
      curve regardless of the duration or repricing of specific assets and
      liabilities. Accordingly, although the net portfolio value table provides an
      indication of our interest rate risk exposure at a particular
      point in time, such measurements are not intended to and do not provide a
      precise forecast of the effect of changes in market interest rates on its net
      interest income and will differ from actual results.














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          16
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LINCOLN
      PARK BANCORP AND SUBSIDIARY


MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF


FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS





**Liquidity
      and Capital Resources**





The
      Bank
      is required to maintain levels of liquid assets sufficient to ensure the Bank’s
      safe and sound operation. Liquidity is the ability to meet current and future
      financial obligations of a short-term nature. The Bank adjusts its liquidity
      levels in order to meet funding needs for deposit outflows, payment of real
      estate taxes from escrow accounts on mortgage loans, repayment of borrowings,
      when applicable, and loan funding commitments. The Bank also adjusts its
      liquidity level as appropriate to meet its asset/liability
      objectives.





The
      Bank’s primary sources of funds are deposits, amortization and prepayments of
      loans and mortgage-backed securities principal, FHLB advances, maturities of
      investment securities and funds provided from operations. While scheduled loan
      and mortgage-backed securities amortization and maturing investment securities
      are a relatively predictable source of funds, deposit flow and loan and
      mortgage-backed securities prepayments are greatly influenced by market interest
      rates, economic conditions and competition.





The
      Bank’s liquidity, represented by cash and cash equivalents, is a product of its
      operating, investing and financing activities.





The
      primary sources of investing activity are lending and the purchase of
      securities. Net loans amounted to $70.4 million and $67.5 million at March
      31,
      2007 and December 31, 2006, respectively. Securities available for sale totaled
      $2.7 million and $2.6 million at March 31, 2007 and December 31, 2006,
      respectively. Securities held to maturity totaled $18.2 million and $18.3
      million at March 31, 2007 and December 31, 2006, respectively. In addition
      to
      funding new loan production and securities purchases through operating and
      financing activities, such activities were funded by principal repayments on
      existing loans, mortgage-backed securities, and borrowings from
      FHLB.





Liquidity
      management is both a daily and long-term function of business management. Excess
      liquidity is generally invested in short-term investments, such as federal
      funds
      and interest-bearing deposits. If the Bank requires funds beyond its ability
      to
      generate them internally, borrowing agreements exist with the FHLB which provide
      an additional source of funds. At March 31, 2007, advances from the FHLB
      amounted to $21.7 million.





The
      Bank
      anticipates that it will have sufficient funds available to meet its current
      loan commitments. At March 31, 2007, the Bank has outstanding commitments to
      originate loans of $669,000 and unused lines of credit of $8.8 million.
      Certificates of deposit scheduled to mature in one year or less at March 31,
      2007, totaled $22.6 million. Management believes that, based upon its experience
      and the Bank’s deposit flow history, a significant portion of such deposits will
      remain with the Bank.




















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          17
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LINCOLN
      PARK BANCORP AND SUBSIDIARY


MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF


FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS





The
      following table sets forth the Bank’s capital position at March 31, 2007, as
      compared to the minimum regulatory capital requirements:








To
                  Be WellCapitalizedUnder
                  PromptMinimum
                  Capital
              
              
              
              CorrectiveActual
              
              Requirements
              
              
              
              Actions
                  ProvisionsAmount
              
              Ratio
              
              Amount
              
              Ratio
              
              Amount
              
              Ratio(Dollars
                  in Thousands)Total
                  Risk Based Capital(to
                  risk-weighted assets)
              
              $
              9,612
              
              
              18.31
              %
              $
              4,199
              
              
              8.00
              %
              $
              5,249
              
              
              10.00
              %Tier
                  1 Capital(to
                  risk-weighted assets)
              
              
              9,469
              
              
              18.04
              %
              
              2,100
              
              
              4.00
              %
              
              3,149
              
              
              6.00
              %Core
                  (Tier 1) Capital(to
                  average total assets)
              
              
              9,469
              
              
              10.28
              %
              
              3,684
              
              
              4.00
              %
              
              4,605
              
              
              5.00
              %Tangible
                  Capital(to
                  adjusted total assets)
              
              
              9,469
              
              
              10.28
              %
              
              1,381
              
              
              1.50
              %
              
              -
              
              
              -






























































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          18
          -











LINCOLN
      PARK BANCORP AND SUBSIDIARY


CONTROLS
                AND PROCEDURES











ITEM
      3.





Under
      the
      supervision and with the participation of our management, including our Chief
      Executive Officer and Chief Financial Officer, we evaluated the effectiveness
      of
      the design and operation of our disclosure controls and procedures (as defined
      in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)
      as
      of the end of the period covered by this report. Based upon that evaluation,
      the
      Chief Executive Officer and the Chief Financial Officer has concluded that,
      as
      of the end of the period covered by this report, our disclosure controls and
      procedures are effective to ensure that information required to be disclosed
      in
      the reports that the Company files or submits under the Securities Exchange
      Act
      of 1934, is recorded, processed, summarized and reported within the applicable
      time periods specified by the SEC’s rules and forms. There has been no change in
      the Company’s internal control over financial reporting during the Company’s
      most recent fiscal quarter that has materially affected, or is reasonably likely
      to materially affect, the Company’s internal control over financial
      reporting.






















































































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          19
          -





LINCOLN
      PARK BANCORP AND SUBSIDIARY





PART
      II -
      OTHER INFORMATION





ITEM
              1.
            Legal
                Proceedings





Neither
      the Company nor the Bank is involved in any pending legal proceedings other
      than
      routine legal proceedings occurring in the ordinary course of business, which
      involve amounts in the aggregate believed by management to be immaterial to
      the
      financial condition of the Company and the Bank.





ITEM
              2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds





a)
            Not
                applicable





b)
            Not
                applicable





c)
            Information
                regarding the Company’s purchases of its equity securities (common stock)
                during the three months ended March 31, 2007 is summarized
                below:





Total
                Number
              of
                Shares
              Purchased
            Average
                Price
              Paid
                For
              Shares
            Total
                Number of
              Shares
                Purchased
              Under
                a Publicly
              Announced
              Repurchase
                Plan
            Maximum
                Number
              of
                Shares That
              May
                Yet Be
              Purchased
                Under
              Repurchased
                PlanJanuary
                1 - January 31
            -
            -
            -
            -February
                1 - February 28
            -
            -
            -
            -March
                1 - March 31
            -
            -
            -
            -





As
      of
      March 31, 2007, the Company has purchased 36,289 shares to fund the restricted
      stock of the Company’s 2005 Stock-Based Incentive Plan.








ITEM
              3.
            Defaults
                Upon Senior Securities





Not
      applicable.





ITEM
              4.
            Submission
                of Matters to a Vote of Security
                Holders





The
      annual meeting of stockholders of the registrant was held on April 19, 2007.
      At
      the meeting, the stockholders elected Edith M. Perrotti and William H. Weisbrod
      to three-year terms as directors of the Company. Also at the meeting, Beard
      Miller Company LLP was ratified as the Company’s independent auditors. The
      results of the voting for each matter considered were as follows:





a)
            The
                election as director to serve for a term of three years until a successor
                has been elected and qualified.





For
              
              WithheldEdith
                  M. Perrotti
              1,700,350
              
              71,554William
                  H. Weisbrod
              1,699,885
              
              72,019











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          20
          -











LINCOLN
      PARK BANCORP AND SUBSIDIARY





PART
      II








b)
            The
                appointment of Beard Miller Company LLP as auditors of the Company
                for the
                fiscal year ending December 31,
                2007.





For
            
            Withheld
            
            Abstain1,753,123
            
            18,781
            
            -0-








In
      addition, the following directors, in addition to those elected, continue to
      serve as directors after the annual meeting of stockholders:





David
      G.
      Baker


John
      F.
      Feeney


Stanford
      Stoller












ITEM
              5.
            Other
                Information





Not
      applicable.








ITEM
              6.
            Exhibits





The
      following Exhibits are filed as part of this report.





11.0
            Computation
                of earnings per share.


31.1
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.


31.2
            Certification
                of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.


32
            Certification
                of Chief Executive Officer and Chief Financial Officer Pursuant to
                n 906
                of the Sarbanes-Oxley Act of 2002.






































-
          21
          -





SIGNATURES














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
















LINCOLN
                PARK BANCORPDate:May
                11, 2007
            /s/
                David G. BakerDavid
                G. BakerPresident
                and Chief Executive OfficerDate:May
                11, 2007
            /s/
                Nandini MallyaNandini
                MallyaVice
                President and Treasurer(Chief
                Financial Officer)













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      22
      -