##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

PARK BANCORP, INC.

(Exact name of registrant as specified in its charter)

0-20867

(Commission File Number)

Delaware

(State
of incorporation)

36-4082530

(IRS Employer Identification No.)

5400 South Pulaski Road, Chicago, Illinois

(Address of Principal Executive Offices)

60632

(ZIP Code)

(773) 582-8616

(Registrants telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No   ̈

Indicated by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See the
definitions of larger accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈        Accelerated filer   ̈        Non-accelerated filer   ̈        Smaller reporting company  x

Indicate by check mark whether each of the registrants is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes   ̈    No  x

As of July 31, 2008, the Registrant had outstanding 1,192,174 shares of common stock.









---

##### Table of Contents

PARK BANCORP, INC.

Form 10-Q Quarterly Report

Index



|                               |  |                                                                                       |  |     
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                       |  | Page
|PART I - Financial Information |  |                                                                                      
|                               |  |                                                                                      
|Item 1                         |  | Financial Statements                                                                  |  | 1   
|                               |  |                                                                                      
|Item 2                         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 9   
|                               |  |                                                                                      
|Item 3                         |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 11  
|                               |  |                                                                                      
|Item 4T                        |  | Controls and Procedures                                                               |  | 12  
|                               | 
|PART II - Other Information    |  |                                                                                      
|                               |  |                                                                                      
|Item 1                         |  | Legal Proceedings                                                                     |  | 14  
|                               |  |                                                                                      
|Item 1A                        |  | Risk Factors                                                                          |  | 14  
|                               |  |                                                                                      
|Item 2                         |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 14  
|                               |  |                                                                                      
|Item 3                         |  | Defaults Upon Senior Securities                                                       |  | 15  
|                               |  |                                                                                      
|Item 4                         |  | Submission of Matters to a Vote of Security Holders                                   |  | 15  
|                               |  |                                                                                      
|Item 5                         |  | Other Information                                                                     |  | 15  
|                               |  |                                                                                      
|Item 6                         |  | Exhibits                                                                              |  | 16  
|                               | 
|SIGNATURES                     |  | 17                                                                                   

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This report contains certain forward-looking statements within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Park Bancorp, Inc. (the Company) intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, as amended, and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are
generally identifiable by use of the words such as believe, expect, intend, anticipate, estimate, project, or similar expressions. The Companys ability to predict results
or the actual effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect



---

##### Table of Contents

on the operations and future prospects of the Company and its wholly owned subsidiaries include, but are not limited to, changes in: interest rates; the
economic health of the local real estate market; general economic conditions; legislative/regulatory provisions; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality
or composition of the loan and securities portfolios; demand for loan products; the allowance for loan losses; deposit flows; competition; demand for financial services in the Company's market area; and accounting principles, policies, and
guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.



---

##### Table of Contents

ITEM 1  FINANCIAL STATEMENTS

Park Bancorp, Inc. and Subsidiaries

Consolidated Statements of
Financial Condition

(In thousands of dollars, except share data)

(Unaudited)



|                                                                                                 |  |              |         |   |                  |   |         |  
|------------------------------------------------------------------------------------------------ |  | ------------ | ------- | - | ---------------- | - | ------- | -
|                                                                                                 |  | June 30,2008 |         |   | December 31,2007 |  
|ASSETS                                                                                           |  |              |         |   |                  |   |         |  
|Cash and due from banks                                                                          |  | $            | 2,776   |   |                  | $ | 2,104   |  
|Federal funds sold                                                                               |  |              | 1,216   |   |                  |   | 11,542  |  
|Interest-bearing deposit accounts with other financial institutions                              |  |              | 188     |   |                  |   | 1,797   |  
|                                                                                                 |  |              |         |   |                  |   |         |  
|Total cash and cash equivalents                                                                  |  |              | 4,180   |   |                  |   | 15,443  |  
|Securities available for sale                                                                    |  |              | 50,531  |   |                  |   | 33,782  |  
|Loans receivable, net of allowance of $615 and $640                                              |  |              | 142,517 |   |                  |   | 146,037 |  
|Federal Home Loan Bank stock, at cost                                                            |  |              | 5,423   |   |                  |   | 5,423   |  
|Premises and equipment, net                                                                      |  |              | 9,205   |   |                  |   | 6,983   |  
|Accrued interest receivable                                                                      |  |              | 1,120   |   |                  |   | 885     |  
|Bank-owned life insurance                                                                        |  |              | 7,823   |   |                  |   | 7,679   |  
|Real estate owned                                                                                |  |              | 3,178   |   |                  |   | 2,449   |  
|Other assets                                                                                     |  |              | 1,734   |   |                  |   | 1,371   |  
|                                                                                                 |  |              |         |   |                  |   |         |  
|Total assets                                                                                     |  | $            | 225,711 |   |                  | $ | 220,052 |  
|                                                                                                 |  |              |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                             |  |              |         |   |                  |   |         |  
|LIABILITIES                                                                                      |  |              |         |   |                  |   |         |  
|Non-interest bearing deposits                                                                    |  | $            | 6,444   |   |                  | $ | 5,707   |  
|Interest bearing deposits                                                                        |  |              | 135,535 |   |                  |   | 131,267 |  
|                                                                                                 |  |              |         |   |                  |   |         |  
|Total deposits                                                                                   |  |              | 141,979 |   |                  |   | 136,974 |  
|Securities sold under repurchase agreements                                                      |  |              | 3,234   |   |                  |   | 3,234   |  
|Advances from borrowers for taxes and insurance                                                  |  |              | 2,006   |   |                  |   | 1,834   |  
|Federal Home Loan Bank advances                                                                  |  |              | 47,203  |   |                  |   | 46,139  |  
|Other borrowings                                                                                 |  |              | 350     |   |                  |   |        |  
|Accrued interest payable                                                                         |  |              | 811     |   |                  |   | 485     |  
|Other liabilities                                                                                |  |              | 1,107   |   |                  |   | 1,109   |  
|                                                                                                 |  |              |         |   |                  |   |         |  
|Total liabilities                                                                                |  |              | 196,690 |   |                  |   | 189,775 |  
|STOCKHOLDERS EQUITY                                                                             |  |              |         |   |                  |   |         |  
|Preferred stock, $.01 par value, 1,000,000 shares authorized; none issued and outstanding        |  |              |        |   |                  |   |        |  
|Common stock, $.01 par value, 9,000,000 shares authorized; 2,914,028 and 2,914,028 shares issued |  |              | 29      |   |                  |   | 29      |  
|Additional paid-in capital                                                                       |  |              | 32,097  |   |                  |   | 32,045  |  
|Retained earnings                                                                                |  |              | 28,178  |   |                  |   | 28,938  |  
|Treasury stock, 1,714,354 and 1,700,049 shares, at cost                                          |  |              | (30,899 | ) |                  |   | (30,560 | )
|Unearned ESOP shares                                                                             |  |              | (261    | ) |                  |   | (317    | )
|Accumulated other comprehensive gain (loss)                                                      |  |              | (123    | ) |                  |   | 142     |  
|                                                                                                 |  |              |         |   |                  |   |         |  
|Total stockholders equity                                                                       |  |              | 29,021  |   |                  |   | 30,277  |  
|                                                                                                 |  |              |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                       |  | $            | 225,711 |   |                  | $ | 220,052 |  
|                                                                                                 |  |              |         |   |                  |   |         |  

See accompanying notes to consolidated financial statements.



1.



---

##### Table of Contents

Park Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

(In thousands of dollars, except share data)

(Unaudited)



|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|---------------------------------------------------- |  | -------------------------- | ----- | ------------------------ | ---- | - | ----- |  | - | ----- | - |  | - | ----- | -
|                                                     |  | Three Months EndedJune 30, |       | Six Months EndedJune 30, |     
|                                                     |  | 2008                       |       |                          | 2007 |   | 2008  |  |   | 2007  |  
|Interest income                                      |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Loans receivable                                     |  | $                          | 2,285 |                          |      | $ | 2,404 |  | $ | 4,639 |   |  | $ | 4,798 |  
|Securities                                           |  |                            | 495   |                          |      |   | 508   |  |   | 894   |   |  |   | 989   |  
|Other interest-bearing deposits                      |  |                            | 53    |                          |      |   | 103   |  |   | 170   |   |  |   | 223   |  
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Total                                                |  |                            | 2,833 |                          |      |   | 3,015 |  |   | 5,703 |   |  |   | 6,020 |  
|Interest expense                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Deposits                                             |  |                            | 1,045 |                          |      |   | 1,133 |  |   | 2,184 |   |  |   | 2,243 |  
|Federal Home Loan Bank advances and other borrowings |  |                            | 486   |                          |      |   | 485   |  |   | 969   |   |  |   | 994   |  
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Total                                                |  |                            | 1,531 |                          |      |   | 1,618 |  |   | 3,153 |   |  |   | 3,237 |  
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Net interest income                                  |  |                            | 1,302 |                          |      |   | 1,397 |  |   | 2,550 |   |  |   | 2,783 |  
|Provision for loan losses                            |  |                            | 15    |                          |      |   |      |  |   | 15    |   |  |   |      |  
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Net interest income after provision for loan losses  |  |                            | 1,287 |                          |      |   | 1,397 |  |   | 2,535 |   |  |   | 2,783 |  
|Noninterest income                                   |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Gain on sale of securities                           |  |                            |      |                          |      |   | 74    |  |   |      |   |  |   | 74    |  
|Gain on sale of real estate owned                    |  |                            |      |                          |      |   | 84    |  |   |      |   |  |   | 84    |  
|Service fee income                                   |  |                            | 59    |                          |      |   | 68    |  |   | 111   |   |  |   | 118   |  
|Earnings on bank-owned life insurance                |  |                            | 72    |                          |      |   | 71    |  |   | 144   |   |  |   | 143   |  
|Other operating income                               |  |                            | 10    |                          |      |   | 17    |  |   | 19    |   |  |   | 24    |  
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Total noninterest income                             |  |                            | 141   |                          |      |   | 314   |  |   | 274   |   |  |   | 443   |  
|Noninterest expense                                  |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Compensation and benefits                            |  |                            | 817   |                          |      |   | 810   |  |   | 1,627 |   |  |   | 1,653 |  
|Occupancy and equipment expense                      |  |                            | 205   |                          |      |   | 190   |  |   | 376   |   |  |   | 402   |  
|Loss on security impairment                          |  |                            | 476   |                          |      |   |      |  |   | 476   |   |  |   |      |  
|Other operating expenses                             |  |                            | 528   |                          |      |   | 498   |  |   | 1,022 |   |  |   | 1,016 |  
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Total noninterest expense                            |  |                            | 2,026 |                          |      |   | 1,498 |  |   | 3,501 |   |  |   | 3,071 |  
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Income (loss) before income taxes                    |  |                            | (598  | )                        |      |   | 213   |  |   | (692  | ) |  |   | 155   |  
|Income tax expense (benefit)                         |  |                            | (239  | )                        |      |   | 41    |  |   | (296  | ) |  |   | (9    | )
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Net income (loss)                                    |  | $                          | (359  | )                        |      | $ | 172   |  | $ | (396  | ) |  | $ | 164   |  
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  
|Basic earnings (loss) per share                      |  | $                          | (.31  | )                        |      | $ | .14   |  | $ | (.34  | ) |  | $ | .14   |  
|Diluted earnings (loss) per share                    |  | $                          | (.31  | )                        |      | $ | .14   |  |   | (.34  | ) |  |   | .14   |  
|Comprehensive income (loss)                          |  | $                          | (722  | )                        |      | $ | 100   |  | $ | (661  | ) |  | $ | 187   |  
|                                                     |  |                            |       |                          |      |   |       |  |   |       |   |  |   |       |  

See accompanying notes to consolidated financial statements.



2.



---

##### Table of Contents

Park Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands of dollars)

(Unaudited)



|                                                                                 |  |                          |         |   |      |   |        |  
|-------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------ | -
|                                                                                 |  | Six Months EndedJune 30, |        
|                                                                                 |  | 2008                     |         |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                             |  |                          |         |   |      |   |        |  
|Net income (loss)                                                                |  | $                        | (396    | ) |      | $ | 164    |  
|Adjustments to reconcile net income (loss) to net cash from operating activities |  |                          |         |   |      |   |        |  
|Net premium amortization on securities                                           |  |                          | 19      |   |      |   | 9      |  
|Gain on sale of securities available-for-sale                                    |  |                          |        |   |      |   | (74    | )
|Loss on security impairment                                                      |  |                          | 476     |   |      |   |       |  
|Gain on sale of real estate owned                                                |  |                          |        |   |      |   | (84    | )
|Earnings on bank-owned life insurance, net                                       |  |                          | (144    | ) |      |   | (143   | )
|Provision for loan losses                                                        |  |                          | 15      |   |      |   |       |  
|Depreciation                                                                     |  |                          | 177     |   |      |   | 168    |  
|ESOP compensation expense                                                        |  |                          | 108     |   |      |   | 194    |  
|Stock option expense                                                             |  |                          |        |   |      |   | 12     |  
|Net change in:                                                                   |  |                          |         |   |      |   |        |  
|Accrued interest receivable                                                      |  |                          | (235    | ) |      |   | 1      |  
|Accrued interest payable                                                         |  |                          | 326     |   |      |   | 3      |  
|Other assets                                                                     |  |                          | (226    | ) |      |   | 668    |  
|Other liabilities                                                                |  |                          | (2      | ) |      |   | (151   | )
|                                                                                 |  |                          |         |   |      |   |        |  
|Net cash provided by operating activities                                        |  |                          | 118     |   |      |   | 903    |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                             |  |                          |         |   |      |   |        |  
|Net change in loans                                                              |  |                          | 2,776   |   |      |   | 4,040  |  
|Purchase of securities available for sale                                        |  |                          | (28,317 | ) |      |   | (7,997 | )
|Maturities and calls of securities available-for-sale                            |  |                          | 7,820   |   |      |   | 2,000  |  
|Principal repayments on mortgage-backed securities                               |  |                          | 2,851   |   |      |   | 2,956  |  
|Proceeds from sale of securities available-for-sale                              |  |                          |        |   |      |   | 272    |  
|Proceeds from sale of real estate owned                                          |  |                          |        |   |      |   | 1,514  |  
|Purchase of premises and equipment                                               |  |                          | (2,399  | ) |      |   | (1,047 | )
|                                                                                 |  |                          |         |   |      |   |        |  
|Net cash used in investing activities                                            |  |                          | (17,269 | ) |      |   | (1,738 | )
|                                                                                 |  |                          |         |   |      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |  |                          |         |   |      |   |        |  
|Net change in deposits                                                           |  |                          | 5,005   |   |      |   | (4,443 | )
|Net change in advances from borrowers for taxes and insurance                    |  |                          | 172     |   |      |   | (32    | )
|Federal Home Loan Bank advances                                                  |  |                          | 5,000   |   |      |   |       |  
|Repayments of Federal Home Loan Bank Advances                                    |  |                          | (3,936  | ) |      |   | (5,666 | )
|Net change in other borrowings                                                   |  |                          | 350     |   |      |   | (800   | )
|Stock options exercised                                                          |  |                          |        |   |      |   | 2,727  |  
|Purchase of treasury stock                                                       |  |                          | (339    | ) |      |   | (626   | )
|Dividends paid                                                                   |  |                          | (364    | ) |      |   | (419   | )
|                                                                                 |  |                          |         |   |      |   |        |  
|Net cash provided by /(used in) financing activities                             |  |                          | 5,888   |   |      |   | (9,259 | )
|                                                                                 |  |                          |         |   |      |   |        |  
|Net change in cash and cash equivalents                                          |  |                          | (11,263 | ) |      |   | (6,618 | )
|Cash and cash equivalents at beginning of period                                 |  |                          | 15,443  |   |      |   | 15,293 |  
|                                                                                 |  |                          |         |   |      |   |        |  
|Cash and cash equivalents at end of period                                       |  | $                        | 4,180   |   |      | $ | 8,675  |  
|                                                                                 |  |                          |         |   |      |   |        |  
|Supplemental disclosures of cash flow information                                |  |                          |         |   |      |   |        |  
|Transfer from loans to real estate owned                                         |  | $                        | 729     |   |      | $ | 2,018  |  

See accompanying notes to consolidated financial statements.



3.



---

##### Table of Contents

Park Bancorp, Inc. and Subsidiaries

Consolidated Statements of Stockholders Equity

Six months ended June 30, 2008 and 2007

(In thousands of dollars, except share data)

(Unaudited)



|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   |        |  
|-------------------------------------------------------------------------- |  | ----------- | -- | ------------------------ | - | ---------------- |  | - | ------------- | - |  | ------------------ | ------- | - | ------------------------------- | - | ---- | -------------------- |  | - | ---- | - |  | - | ------ | -
|                                                                           |  | CommonStock |    | AdditionalPaid-inCapital |   | RetainedEarnings |  |   | TreasuryStock |   |  | UnearnedESOPShares |         |   | OtherComprehensiveIncome (Loss) |   |      | Stock-holdersEquity | 
|2007                                                                       |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   |        |  
|Balance at January 1, 2007                                                 |  | $           | 28 |                          | $ | 29,033           |  | $ | 29,898        |   |  | $                  | (29,056 | ) |                                 | $ | (436 | )                    |  | $ | (347 | ) |  | $ | 29,120 |  
|Net (loss)                                                                 |  |             |   |                          |   |                 |  |   | 164           |   |  |                    |        |   |                                 |   |     |                      |  |   |     |   |  |   | 164    |  
|Change in fair value of securities available-for-sale, net of income taxes |  |             |   |                          |   |                 |  |   |              |   |  |                    |        |   |                                 |   |     |                      |  |   | 23   |   |  |   | 23     |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   |        |  
|Total comprehensive income                                                 |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   | 187    |  
|Exercise of 144,620 stock options, including tax benefits                  |  |             | 1  |                          |   | 2,726            |  |   |              |   |  |                    |        |   |                                 |   |     |                      |  |   |     |   |  |   | 2,727  |  
|Purchase of 18,700 shares of treasury stock                                |  |             |   |                          |   |                 |  |   |              |   |  |                    | (626    | ) |                                 |   |     |                      |  |   |     |   |  |   | (626   | )
|Stock based compensation                                                   |  |             |   |                          |   | 12               |  |   |              |   |  |                    |        |   |                                 |   |     |                      |  |   |     |   |  |   | 12     |  
|Dividends paid                                                             |  |             |   |                          |   |                 |  |   | (419          | ) |  |                    |        |   |                                 |   |     |                      |  |   |     |   |  |   | (419   | )
|ESOP shares earned                                                         |  |             |   |                          |   | 134              |  |   |              |   |  |                    |        |   |                                 |   | 60   |                      |  |   |     |   |  |   | 194    |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   |        |  
|Balance at June 30, 2007                                                   |  | $           | 29 |                          | $ | 31,905           |  | $ | 29,643        |   |  | $                  | (29,682 | ) |                                 | $ | (376 | )                    |  | $ | (324 | ) |  | $ | 31,195 |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   |        |  
|2008                                                                       |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   |        |  
|Balance at January 1, 2008                                                 |  | $           | 29 |                          | $ | 32,045           |  | $ | 28,938        |   |  | $                  | (30,560 | ) |                                 | $ | (317 | )                    |  | $ | 142  |   |  | $ | 30,277 |  
|Net (loss)                                                                 |  |             |   |                          |   |                 |  |   | (396          | ) |  |                    |        |   |                                 |   |     |                      |  |   |     |   |  |   | (396   | )
|Change in fair value of securities available-for-sale, net of income taxes |  |             |   |                          |   |                 |  |   |              |   |  |                    |        |   |                                 |   |     |                      |  |   | (265 | ) |  |   | (265   | )
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   |        |  
|Total comprehensive (loss)                                                 |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   | (661   | )
|Purchase of 14,305 shares of treasury stock                                |  |             |   |                          |   |                 |  |   |              |   |  |                    | (339    | ) |                                 |   |     |                      |  |   |     |   |  |   | (339   | )
|Dividends paid                                                             |  |             |   |                          |   |                 |  |   | (364          | ) |  |                    |        |   |                                 |   |     |                      |  |   |     |   |  |   | (364   | )
|ESOP shares earned                                                         |  |             |   |                          |   | 52               |  |   |              |   |  |                    |        |   |                                 |   | 56   |                      |  |   |     |   |  |   | 108    |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   |        |  
|Balance at June 30, 2008                                                   |  | $           | 29 |                          | $ | 32,097           |  | $ | 28,178        |   |  | $                  | (30,899 | ) |                                 | $ | (261 | )                    |  | $ | (123 | ) |  | $ | 29,021 |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                 |   |      |                      |  |   |      |   |  |   |        |  

See accompanying notes to consolidated financial statements.



4.



---

##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2008

(table amounts in thousands of dollars, except share data)

Note 1 - Basis of Presentation

The accompanying unaudited consolidated
financial statements include the accounts of Park Bancorp, Inc. (the Company) and its wholly owned subsidiaries, Park Federal Savings Bank (the Bank) and PBI Development Corporation (PBI), and the Banks subsidiaries, GPS Corporation and GPS
Development Corporation (GPS), as of June 30, 2008 and December 31, 2007 and for the three-month and six-month periods ended June 30, 2008 and 2007. Significant intercompany accounts and transactions have been eliminated in
consolidation.

The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations for reporting
on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America are not included herein. These interim statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Companys 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The December 31, 2007 balance sheet presented herein has been derived from the audited financial
statements included in the Companys 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Interim statements are subject to possible adjustment in connection with the annual audit of the Company for the year ending December 31, 2008. In
the opinion of management of the Company, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial
position and consolidated results of operations for the periods presented.

The results of operations for the six months ended June 30, 2008 and 2007
are not necessarily indicative of the results to be expected for the full year.

Adoption of New Accounting Standards

In September 2006, the FASB Emerging Issues Task Force finalized Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of
Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants employment or retirement. The
required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for
fiscal years beginning after December 15, 2007. The impact of adoption on January 1, 2008 had no impact on the Companys financial condition or results of operations.

In September 2006, FASB issued Statement 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, FASB having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of
this standard on January 1, 2008 did not have a material impact on the



5.



---

##### Table of Contents

Companys financial statements or results of operations. Applicable disclosures are presented in these consolidated financial statements. See 
Note 3 to the interim unaudited financial statements.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. The standard provides companies with an option to report selected financial assets and liabilities at fair value and establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The new standard is effective for the Company on January 1, 2008. The Company did not elect the fair value option for any
financial assets or financial liabilities as of the January 1, 2008 effective date.



6.



---

##### Table of Contents

Note 2 - Earnings (loss) Per Share

The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the three-month and six-month periods ended June 30, 2008 and 2007.



|                                                                    |  |                           |           |   |                         |   |           |                           |  |                         |           |  |   |          
|------------------------------------------------------------------- |  | ------------------------- | --------- | - | ----------------------- | - | --------- | ------------------------- |  | ----------------------- | --------- |  | - | ---------
|                                                                    |  | 2008                      |           |   | 2007                   
|                                                                    |  | Three MonthsEnded June 30 |           |   | Six MonthsEnded June 30 |   |           | Three MonthsEnded June 30 |  | Six MonthsEnded June 30
|Basic earnings (loss) per share                                     |  |                           |           |   |                         |   |           |                           |  |                         |           |  |   |          
|Net income (loss) as reported                                       |  | $                         | (359      | ) |                         | $ | (396      | )                         |  | $                       | 172       |  | $ | 164      
|Weighted average common shares outstanding                          |  |                           | 1,175,782 |   |                         |   | 1,175,890 |                           |  |                         | 1,206,216 |  |   | 1,177,093
|                                                                    |  |                           |           |   |                         |   |           |                           |  |                         |           |  |   |          
|Basic earnings (loss) per share                                     |  | $                         | (.31      | ) |                         | $ | (.34      | )                         |  | $                       | .14       |  | $ | .14      
|                                                                    |  |                           |           |   |                         |   |           |                           |  |                         |           |  |   |          
|Diluted earnings (loss) per share                                   |  |                           |           |   |                         |   |           |                           |  |                         |           |  |   |          
|Net income (loss) as reported                                       |  | $                         | (359      | ) |                         | $ | (396      | )                         |  | $                       | 172       |  | $ | 164      
|Weighted average common shares outstanding                          |  |                           | 1,175,782 |   |                         |   | 1,175,890 |                           |  |                         | 1,206,216 |  |   | 1,177,093
|Dilutive effect of stock options                                    |  |                           |          |   |                         |   |          |                           |  |                         | 17,029    |  |   | 32,137   
|                                                                    |  |                           |           |   |                         |   |           |                           |  |                         |           |  |   |          
|Weighted average common shares and dilutive potential common shares |  |                           | 1,175,782 |   |                         |   | 1,175,890 |                           |  |                         | 1,223,245 |  |   | 1,209,230
|                                                                    |  |                           |           |   |                         |   |           |                           |  |                         |           |  |   |          
|Diluted earnings (loss) per share                                   |  | $                         | (.31      | ) |                         | $ | (.34      | )                         |  | $                       | .14       |  | $ | .14      
|                                                                    |  |                           |           |   |                         |   |           |                           |  |                         |           |  |   |          

Diluted earnings per share reflect potential dilution from outstanding stock options, using the treasury stock
method. Due to the Companys net loss in 2008, all stock options were excluded from the computation of dilution loss per share.



7.



---

##### Table of Contents

Note 3  Fair Value

FASB Statement 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs
that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the
ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing and asset or liability.

Assets and Liabilities Measured on a Recurring Basis

The fair values
of trading securities and securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a mathematical technique widely used to in the industry to
value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities relationship to other benchmark quoted securities (Level 2 inputs).

Assets and liabilities measured at fair value on a recurring basis are summarized below:



|                              |  |                                                |        |                                                            |   |                                           |  |                                        |        |  |  
|----------------------------- |  | ---------------------------------------------- | ------ | ---------------------------------------------------------- | - | ----------------------------------------- |  | -------------------------------------- | ------ |  | -
|                              |  | Fair Value Measurements at June 30, 2008 Using
|                              |  | June 30,2008                                   |        | Quoted Prices inActive MarketsFor IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Assets:                       |  |                                                |        |                                                            |   |                                           |  |                                        |        |  |  
|Available for sale securities |  | $                                              | 50,531 |                                                            | $ | 6,244                                     |  | $                                      | 44,287 |  | 

Note 4  Regulatory Capital

The Bank is subject to regulatory capital requirements administered by federal regulatory agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets,
liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet various capital classifications are also
subject to qualitative judgments by regulators. Failure to meet various capital requirements can initiate regulatory action. At June 30, 2008, the Bank exceeded all of its regulatory capital requirements with a Tier 1 (core) capital level of
$28.2 million, or 12.5% of adjusted total assets, which is above the required level of $9.0 million, or 4.0%; and total risk-based capital of $28.8 million, or 20.8% of risk-based assets, which is above the required level of $11.1 million, or 8.0%.
The Bank at June 30, 2008 was categorized as well capitalized. Management is not aware of any conditions or events since the most recent notification that would change the Banks category. In July 2008, the Bank received notice from the
OTS supplementing the February 2007 Supervisory Agreement. This notice is typically delivered at execution of a Supervisory Agreement and requires the Bank to obtain OTS approval for any capital distribution, including payment of a dividend from the
Bank to the Holding Company. Management does not believe that approval for regular dividends will be denied by the OTS given the Banks capital levels.



8.



---

##### Table of Contents

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion compares the financial condition of Park Bancorp, Inc. (the Company) and its wholly owned subsidiaries, Park Federal Savings Bank (the Bank) and PBI Development Corporation, and the
Banks subsidiaries, at June 30, 2008 to its financial condition at December 31, 2007 and the results of operations for the three and six months ended June 30, 2008 to the same period in 2007. This discussion should be read in
conjunction with the interim financial statements and footnotes included herein.

FINANCIAL CONDITION

Total assets at June 30, 2008 were $225.7 million compared to $220.1 million at December 31, 2007. The change was due to an increase in securities and premises
and equipment offset by decrease in loans receivable and interest bearing deposits. The bank opened its fourth full-service office in June 2008.

As of
June 30, 2008, the Companys unrealized loss position on securities available for sale is $186,000, compared to an unrealized gain of $216,000 as of December 31, 2007. Except for its mutual fund investment as explained in the
following paragraph, the unrealized losses have not been recognized into income because management is monitoring the high credit quality of the issuers, management has the intent and ability to hold these securities, and the decline in fair value is
largely due to the interest rate environment and illiquidity in the capital markets.

At June 30, 2008, the Company recognized a $476,000
other-than-temporary impairment loss on its mutual fund investment. The mutual has been in an unrealized loss position since 2003, and further declined in value during 2008. Even though management does not perceive credit losses and intends to hold
the mutual fund for the foreseeable future, the unrealized loss was deemed to be other-than-temporary and the loss was recognized through earnings.

The
allowance for loan losses was $615,000 at June 30, 2008 and $640,000 at December 31, 2007. Non-performing assets were $3.2 million June 30, 2008 and $2.6 million at December 31, 2007, respectively. The allowance for loan losses
as a percentage of total gross loans was at .43% as of June 30, 2008 and .44% as of December 31, 2007.

Total liabilities at June 30, 2008
were $196.7 million compared to $189.8 million at December 31, 2007. The change was due primarily to an increase in deposits of $5.0 million, an increase in Federal Home Loan Bank advances of $1.1 million and a draw of $350,000 on an existing
line of credit.

Stockholders equity was $29.0 million at June 30, 2008 and $30.3 million at December 31, 2007. The decrease was
attributable to the net loss of the Company, the repurchase of 14,305 shares at an average price of $23.70, dividends paid of $364,000 and an unrealized loss on securities available for sale of $265,000.

RESULTS OF OPERATIONS

The Company recorded a net loss of ($359,000) for the
quarter ended June 30, 2008 compared to net income of $172,000 for the quarter ended June 30, 2007. The Company recorded a net loss of ($396,000) for the six months ended June 30, 2008 compared to net income of $164,000 for the six
months ended June 30, 2007. The change was due to a loss on security impairment of $476,000, a decrease in net interest income and a decrease in non-interest income.



9.



---

##### Table of Contents

Net interest income was $1.3 million for the three months ended June 30, 2008 compared to $1.4 million for the same
quarter in 2007. The net interest margin decreased to 2.60% for the 2008 period from 2.81% for the 2007 period. This was largely due to a decrease in the spread to 2.45% for the 2008 period from 2.56% for the 2007 period. The average yield on
earning assets decreased to 5.65% for the quarter ended June 30, 2008 from 6.08% for the 2007 period. The average cost of funds decreased to 3.20% for the quarter ended June 30, 2008 from 3.52% for the quarter ended June 30, 2007. Net
interest income was $2.6 million for the six months ended June 30, 2008 compared to $2.8 million for the same period in 2007. The net interest margin decreased to 2.55% for the six months ended June 30, 2008 from 2.77% for the same period
in 2007. This was due to a decrease in the spread to 2.38% for the six months ended June 30, 2008 from 2.53% for the same period in 2007. The average yield on earnings assets decreased to 6.70% for the six months ended June 30, 2008 from
6.00% for the same period in 2007. The average cost of funds decreased to 3.32% for the six months ended June 30, 2008 from 3.47% for the same period in 2007.

Management establishes provisions for loan losses, which are charged to operations, at a level management believe is appropriate to absorb probable incurred credit losses in the loan portfolio. 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, estimated value of any underlying collateral,
peer group information, 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. There was a
$15,000 provision for loan losses recorded for the quarter and six months ended June 30, 2008 and no provision for loan losses recorded for the quarter and six months ended June 30, 2007.

Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the allowance. While
management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination process,
periodically review the allowance for loan losses and may require us to recognize additional provisions based on their judgment of information available to them at the time of their examination. The allowance for loan losses as of June 30, 2008
is maintained at a level that represents managements best estimate of inherent losses in the loan portfolio, and such losses were both probable and reasonably estimable.

Noninterest income decreased to $141,000 for the quarter ended June 30, 2008 from $314,000 for the quarter ended June 30, 2007. Noninterest income decreased to $274,000 for the six months ended June 30,
2008 from $443,000 for the period ended June 30, 2007. The changes were due to a gain on sale on securities and gains on sales of real estate owned in 2007.

Noninterest expense increased to $2.0 million for the quarter ended June 30, 2008 from $1.5 million for the corresponding three month period in 2007. Noninterest expense increased to $3.5 million for six months ended June 30, 2008
from $3.1 million for the period ended June 30, 2007. The changes were due to a loss on security impairment of $476,000.

Income tax benefit was
$239,000 for the three-month period ended June 30, 2008 compared to income tax expense of $41,000 for the three-month period ended June 30, 2007. Income tax benefit was $296,000 for the six months ended June 30, 2008 compared to
income tax benefit of $9,000 for the period ended June 30, 2007. The changes in income tax were attributable to the decrease in income before income taxes and an investment that provides tax credits which are a direct reduction of income tax
expense.



10.



---

##### Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

The Companys primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from maturities and calls of securities, FHLB advances, and securities sold under repurchase agreements. While
maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, and competition. The Bank's most liquid
assets are cash and short-term investments. The levels of these assets are dependent on the Banks operating, financing, lending, and investing activities during any given period. The Banks liquidity ratio was 36% at June 30, 2008.

The Companys cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing
activities. Net cash from operating activities were $118,000 and $903,000 in 2008 and 2007, respectively. Net cash from investing activities consisted primarily of disbursements for loan originations and the purchase of securities, offset by
principal collections on loans, and proceeds from maturing securities and paydowns on mortgage-backed securities. Net cash from investing activities were $(17.3) million and $1.7 million in 2008 and 2007, respectively. Net cash from financing
activities consisted primarily of the activity in deposit accounts, FHLB borrowings, securities sold under repurchase agreements and to the purchase of treasury stock. The net cash from financing activities was $5.9 million and ($9.3) million in
2008 and 2007, respectively.

At June 30, 2008, the Bank exceeded all of its regulatory capital requirements with a Tier 1 (core) capital level of $
28.2 million, or 12.5% of adjusted total assets, which is above the required level of $9.0 million, or 4.0%; and total risk-based capital of $28.8 million, or 20.8% of risk-weighted assets, which is above the required level of $11.1 million, or
8.0%. The Bank at June 30, 2008 was categorized as well capitalized. Management is not aware of any conditions or events since the most recent notification that would change the Banks category. In July 2008, the Bank received notice from
the OTS supplementing the February 2007 Supervisory Agreement. This notice is typically delivered at execution of a Supervisory Agreement and requires the Bank to obtain OTS approval for any capital distribution, including payment of a dividend from
the Bank to the Holding Company. Management does not believe that approval for regular dividends will be denied by the OTS given the Banks capital levels.

At June 30, 2008, the Bank had outstanding commitments to originate mortgage loans of $1.2 million, and $341,000 in standby letters of credit. The Bank anticipates that it will have sufficient funds available to meet its current loan
origination commitments. Certificate accounts that are scheduled to mature in less than one year from June 30, 2008 totaled $67.0 million. Management expects that a substantial portion of the maturing certificate accounts will be renewed at the
Bank. However, if a substantial portion of these deposits is not retained, the Bank may utilize FHLB advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense. The Bank has an
available credit facility of $17.8 million with the FHLB.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

The
Banks interest rate sensitivity is monitored by management through the use of a model which estimates the change in net portfolio value (NPV) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets,
liabilities, and off-balance-sheet contracts. An NPV Ratio, in any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. The Sensitivity Measure is the decline in the NPV Ratio, in
basis points, caused by a 2% increase or decrease in rates, whichever produces a larger decline. The higher an institution's Sensitivity Measure is, the greater its exposure to interest rate risk is considered to be. The OTS has incorporated an
interest rate risk component into its regulatory capital rule. Under the rule, an institution whose sensitivity measure exceeds 2% would be required to deduct an interest rate risk component in calculating its total capital for purposes of



11.



---

##### Table of Contents

the risk-based capital requirement. As of March 31, 2008, the latest date for which information is available, the Banks sensitivity measure, as
measured by the OTS, resulting from a 200 basis point increase in interest rates was (11)% and would result in a $3.6 million reduction in the NPV of the Bank. Accordingly, increases in interest rates would be expected to have a negative impact on
the Banks operating results. The NPV Ratio sensitivity measure is below the threshold at which the Bank could be required to hold additional risk-based capital under OTS regulations.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV requires the making of certain
assumptions that may tend to oversimplify the manner in which actual yields and costs respond to changes in market interest rates. First, the models assume that the composition of the Banks interest sensitive assets and liabilities existing at
the beginning of a period remains constant over the period being measured. Second, the models assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of
specific assets and liabilities. Third, the model does not take into account the impact of the Bank's business or strategic plans on the structure of interest-earning assets and interest-bearing liabilities.

Accordingly, although the NPV measurement provides an indication of the Bank's interest rate risk exposure at a particular point in time, such measurement is not
intended to and does not provide a precise forecast of the effect of changes in market interest rates on the Banks net interest income and will differ from actual results. The results of this modeling are monitored by management and presented
to the Board of Directors quarterly.

The following table shows the NPV and projected change in the NPV of the Bank at March 31, 2008, the latest date
for which information is available, assuming an instantaneous and sustained change in market interest rates of 100, 200, and 300 basis points.

Interest Rate Sensitivity of Net Portfolio Value (NPV)



|                |  |                     |        |          |                           |        |          |  |     |           |  |       |        |  |      |     
|--------------- |  | ------------------- | ------ | -------- | ------------------------- | ------ | -------- |  | --- | --------- |  | ----- | ------ |  | ---- | ----
|                |  | Net Portfolio Value |        |          | NPV as a % ofPV of Assets |       
|Change in Rates |  | $ Amount            |        | $ Change |                           |        | % Change |  |     | NPV Ratio |  |       | Change | 
|+ 300 bp        |  | $                   | 25,610 |          | $                         | (6,841 | )        |  | (21 | )%        |  | 11.63 | %      |  | (237 | ) bp
|+ 200 bp        |  |                     | 28,813 |          |                           | (3,638 | )        |  | (11 | )         |  | 12.83 |        |  | (117 | ) bp
|+ 100 bp        |  |                     | 31,207 |          |                           | (1,244 | )        |  | (4  | )         |  | 13.65 |        |  | (35  | ) bp
|0 bp            |  |                     | 32,451 |          |                           |       |          |  |    |           |  | 14.00 |        |  |     |     
|- 100 bp        |  |                     | 32,501 |          |                           | 50     |          |  | 0   |           |  | 13.88 |        |  | (12  | ) bp

The Bank and the Company do not maintain any securities for trading purposes. The Bank and the Company do not
currently engage in trading activities or use derivative instruments in a material amount to control interest rate risk. In addition, interest rate risk is the most significant market risk affecting the Bank and the Company. Other types of market
risk, such as foreign currency exchange risk and commodity price risk, do not arise in the normal course of the Companys business activities and operations.

Management has not yet completed the computation of NPV as of June 30, 2008 but estimates that the results would not be materially different than those presented above.



|ITEM 4T. | CONTROLS AND PROCEDURES
|-------- | -----------------------

The Company maintains disclosure controls
and procedures that are designed to ensure that information required to be disclosed in the Companys reports that it files or submits under the Securities Exchange Act



12.



---

##### Table of Contents

of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms,
and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the
effectiveness of the Companys disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15 (b). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls
and procedures are effective, in all material respects, in timely alerting them to material information relating to the Company (and its consolidated subsidiaries) required to be included in the periodic reports the Company is required to file and
submit to the SEC under the Exchange Act.

There have been no changes in the Companys internal control over financial reporting during the quarter
ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



13.



---

##### Table of Contents

PART II  OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

None



|ITEM 1.A. | RISK FACTORS.
|--------- | -------------

In addition to the risk factors set forth below and
the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in the Annual Report filed on Form 10-K for the fiscal year ended December 31, 2007, which
could materially affect the Companys business, financial condition or future results.

If Economic Conditions Deteriorate in our Primary Market,
Our Results of Operations and Financial Condition could be Adversely Impacted as Borrowers Ability to Repay Loans Declines and the Value of the Collateral Securing Loans Decreases.

Our financial results may be adversely affected by changes in prevailing economic conditions, including decreases in real estate values, changes in interest rates which
may cause a decrease in interest rate spreads, adverse employment conditions, the monetary and fiscal policies of the federal government and other significant external events. Decreases in real estate values could potentially adversely affect the
value of property used as collateral for our mortgage loans. In the event that we are required to foreclose on a property securing a mortgage loan, there can be no assurance that we will recover funds in an amount equal to any remaining loan balance
as a result of prevailing general economic conditions, real estate values and other factors associated with the ownership of real property. As a result, the market value of the real estate underlying the loans may not, at any given time, be
sufficient to satisfy the outstanding principal amount of the loans. Consequently, we would sustain loan losses and potentially incur a higher provision for loan loss expense. Adverse changes in the economy may also have a negative effect of the
ability of borrowers to make timely repayments of their loans, which could have an adverse impact on earnings.

Our Securities Portfolio may be
Negatively Impacted by Fluctuations in Market Value.

Our securities portfolio may be impacted by fluctuations in market value, potentially reducing
accumulated other comprehensive income and/or earnings. Fluctuations in market value may be caused by decreases in interest rates, lower market prices for securities and lower investor demand. Our securities portfolio is evaluated for
other-than-temporary impairment on at least a quarterly basis. If this evaluation shows an impairment to cash flow connected with one or more securities, as was the case this quarter, a potential loss to earnings may occur.



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

The
following table provides the specified information about the repurchases of the Company shares by the Company during the second quarter of 2008.



|                         |  |                               |  |                            |  |                                                                            |  |                                                                          
|------------------------ |  | ----------------------------- |  | -------------------------- |  | -------------------------------------------------------------------------- |  | -------------------------------------------------------------------------
|Period                   |  | Totalnumberof sharespurchased |  | Averageprice paidper share |  | Total number ofsharespurchased aspart of publiclyannouncedplans orprograms |  | Maximum numberof shares thatmay yet bepurchased underthe plans orprograms
|April 1 - April 30, 2008 |  |                              |  |                           |  |                                                                           |  | 6,482                                                                    
|May 1 - May 31, 2008     |  | 3,700                         |  | 20.03                      |  | 3,700                                                                      |  | 2,782                                                                    
|June 1 - June 30, 2008   |  | 1,600                         |  | 19.00                      |  | 1,600                                                                      |  | 1,182                                                                    
|                         |  |                               |  |                            |  |                                                                            |  |                                                                          
|Total                    |  | 5,300                         |  | 19.72                      |  | 5,300                                                                      |  |                                                                          
|                         |  |                               |  |                            |  |                                                                            |  |                                                                          



14.



---

##### Table of Contents

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
|------- | ------------------------------------------------------

At the
Companys Annual Meeting of Stockholders held on May 20, 2008, the following matters were submitted to and approved by a vote of the Companys Stockholders:



| | (1) | The election of two directors of the Company to three-year terms of office:
| | --- | ---------------------------------------------------------------------------



|                |  |           |  |               
|--------------- |  | --------- |  | --------------
|Directors       |  | Votes For |  | Votes Withheld
|John J. Murphy  |  | 775,965   |  | 105,636       
|Victor H. Reyes |  | 772,415   |  | 109,186       



| | (2) | The ratification of the appointment of Crowe Chizek and Company LLP as independent registered public accountants of the Company for the fiscal year ending December 31, 2008:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|          |  |              
|--------- |  | -------------
|Votes For |  | Votes Against
|778,083   |  | 103,518      



|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

The Bank entered into a Supervisory Agreement
(the Agreement) with the Office of Thrift Supervision (OTS) effective February 26, 2007. The Agreement provides that the Bank will take a number of actions including, but not limited to, (1) adherence to certain
regulatory compliance standards; (2) preparation of an updated three-year business plan; (3) adoption of policies and procedures relating to the preparation and filing of suspicious activities reports; (4) adoption of revised policies
for the classification of assets, loan underwriting, and allowance for loan and lease losses; (5) board of director monitoring and preparation of a resolution plan for certain real estate owned property; and (6) the establishment of a
board committee which will oversee corrective action relating to the recent OTS examination report, third-party reviews, and internal and external audits.

On July 24, 2008, the Bank received a letter from the OTS, as part of and in connection with the Agreement indicating that the OTS believed that the Bank is deemed to be in troubled condition for purposes of the OTS
regulations and examination policies. This designation resulted from the Agreement.

In addition to the actions the Bank agreed to take in connection with
entering into the Agreement in 2007, as a result of this designation, the Bank is now subject to certain restrictions requiring prior OTS approval for: (1) adding or replacing any member of the Board of Directors or any senior executive
officer; (2) the payment of any golden parachute as defined under OTS regulations; (3) entering into, renewing, extending or revising any compensation or benefit arrangement or agreement; (4) entering into any third party
contracts outside the normal course of business; (5) making any capital distributions, including the payment of



15.



---

##### Table of Contents

dividends from the Bank to the Holding Company; and (6) engaging in transactions with any affiliates. The Bank expects that these restrictions will not
have a material effect on its operations or financial results.

The agreement will remain in effect until terminated, modified, or suspended in writing by
the OTS. The Bank has already adopted and implemented many of the various plans, policies, and procedures required by the agreement and intends to adopt and implement the rest. However, a failure to comply with the agreement could result in the
initiation of formal enforcement action by the OTS.

The information provided above has been previously disclosed by the Company and included in a Current
Report on Form 8-K filed with the Securities and Exchange Commission.



|ITEM 6. | EXHIBITS.
|------- | ---------



|     |  |                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------
|     | 
|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.
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



16.



---

##### Table of Contents

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.



|                      |  |  |  |                                      
|--------------------- |  |  |  | -------------------------------------
|                      |  |  |  | PARK BANCORP, INC.                   
|                      |  | 
|Date: August 14, 2008 |  |  |  | /s/ David A. Remijas                 
|                      |  |  |  | David A. Remijas                     
|                      |  |  |  | President and Chief Executive Officer
|                      |  | 
|Date: August 14, 2008 |  |  |  | /s/ Steven J. Pokrak                 
|                      |  |  |  | Steven J. Pokrak                     
|                      |  |  |  | Treasurer and Chief Financial Officer



17.