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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 March 31, 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 definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

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

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 May 9, 2008, the Registrant had outstanding 1,204,974 shares of common stock.









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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 4                         |  | Controls and Procedures                                                               |  | 12
|                               |  |                                                                                      
|Item 5                         |  | Regulatory Agreement                                                                  |  | 13
|                               | 
|PART II - Other Information    |  |                                                                                      
|                               |  |                                                                                      
|Item 1                         |  | Legal Proceedings                                                                     |  | 14
|                               |  |                                                                                      
|Item 1A                        |  | Risk Factors                                                                          |  | 14
|                               |  |                                                                                      
|Item 2                         |  | Changes in Securities                                                                 |  | 14
|                               |  |                                                                                      
|Item 3                         |  | Defaults Upon Senior Securities                                                       |  | 14
|                               |  |                                                                                      
|Item 4                         |  | Submission of Matters to a Vote of Securities Holders                                 |  | 14
|                               |  |                                                                                      
|Item 5                         |  | Other Information                                                                     |  | 14
|                               |  |                                                                                      
|Item 6                         |  | Exhibits                                                                              |  | 14
|                               | 
|SIGNATURES                     |  | 15                                                                                   

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 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 on the



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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; 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.



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ITEM 1  FINANCIAL STATEMENTS

Park Bancorp, Inc. and Subsidiaries

Consolidated Statements of Financial Condition

(In thousands of
dollars, except share data)

(Unaudited)



|                                                                                          |  |               |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                          |  | March 31,2008 |         |   | December 31,2007 |  
|ASSETS                                                                                    |  |               |         |   |                  |   |         |  
|Cash and due from banks                                                                   |  | $             | 2,604   |   |                  | $ | 2,104   |  
|Federal funds sold                                                                        |  |               | 10,654  |   |                  |   | 11,542  |  
|Interest-bearing deposit accounts with other financial institutions                       |  |               | 774     |   |                  |   | 1,797   |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total cash and cash equivalents                                                           |  |               | 14,032  |   |                  |   | 15,443  |  
|                                                                                          |  |              
|Securities available for sale                                                             |  |               | 39,920  |   |                  |   | 33,782  |  
|Loans receivable, net of allowance of $618 and $640                                       |  |               | 144,060 |   |                  |   | 146,037 |  
|Federal Home Loan Bank stock, at cost                                                     |  |               | 5,423   |   |                  |   | 5,423   |  
|Premises and equipment, net                                                               |  |               | 8,052   |   |                  |   | 6,983   |  
|Accrued interest receivable                                                               |  |               | 908     |   |                  |   | 885     |  
|Bank-owned life insurance                                                                 |  |               | 7,751   |   |                  |   | 7,679   |  
|Real estate owned                                                                         |  |               | 2,621   |   |                  |   | 2,449   |  
|Other assets                                                                              |  |               | 1,428   |   |                  |   | 1,371   |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total assets                                                                              |  | $             | 224,195 |   |                  | $ | 220,052 |  
|                                                                                          |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                      |  |               |         |   |                  |   |         |  
|LIABILITIES                                                                               |  |               |         |   |                  |   |         |  
|Non-interest bearing deposits                                                             |  | $             | 6,256   |   |                  | $ | 5,707   |  
|Interest bearing deposits                                                                 |  |               | 136,529 |   |                  |   | 131,267 |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total deposits                                                                            |  |               | 142,785 |   |                  |   | 136,974 |  
|                                                                                          |  |              
|Securities sold under repurchase agreements                                               |  |               | 3,234   |   |                  |   | 3,234   |  
|Advances from borrowers for taxes and insurance                                           |  |               | 1,611   |   |                  |   | 1,834   |  
|Federal Home Loan Bank advances                                                           |  |               | 44,676  |   |                  |   | 46,139  |  
|Other borrowings                                                                          |  |               | 50      |   |                  |   |        |  
|Accrued interest payable                                                                  |  |               | 647     |   |                  |   | 485     |  
|Other liabilities                                                                         |  |               | 1,247   |   |                  |   | 1,109   |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total liabilities                                                                         |  |               | 194,250 |   |                  |   | 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 shares issued        |  |               | 29      |   |                  |   | 29      |  
|Additional paid-in capital                                                                |  |               | 32,072  |   |                  |   | 32,045  |  
|Retained earnings                                                                         |  |               | 28,688  |   |                  |   | 28,938  |  
|Treasury stock, 1,709,054 and 1,700,049 shares, at cost                                   |  |               | (30,795 | ) |                  |   | (30,560 | )
|Unearned ESOP shares                                                                      |  |               | (289    | ) |                  |   | (317    | )
|Accumulated other comprehensive income (loss)                                             |  |               | 240     |   |                  |   | 142     |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                |  |               | 29,945  |   |                  |   | 30,277  |  
|                                                                                          |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                |  | $             | 224,195 |   |                  | $ | 220,052 |  
|                                                                                          |  |               |         |   |                  |   |         |  

See accompanying notes to consolidated financial statements.



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Park Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

(In thousands of dollars, except share data)

(Unaudited)



|                                                            |  |                             |       |   |      |   |       |  
|----------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                            |  | Three MonthsEnded March 31, |      
|                                                            |  | 2008                        |       |   | 2007 |  
|Interest income                                             |  |                             |       |   |      |   |       |  
|Loans receivable                                            |  | $                           | 2,354 |   |      | $ | 2,394 |  
|Securities                                                  |  |                             | 399   |   |      |   | 481   |  
|Interest-bearing deposits with other financial institutions |  |                             | 117   |   |      |   | 130   |  
|                                                            |  |                             |       |   |      |   |       |  
|Total                                                       |  |                             | 2,870 |   |      |   | 3,005 |  
|Interest expense                                            |  |                             |       |   |      |   |       |  
|Deposits                                                    |  |                             | 1,139 |   |      |   | 1,110 |  
|Federal Home Loan Bank advances and other borrowings        |  |                             | 483   |   |      |   | 509   |  
|                                                            |  |                             |       |   |      |   |       |  
|Total                                                       |  |                             | 1,622 |   |      |   | 1,619 |  
|                                                            |  |                             |       |   |      |   |       |  
|Net interest income                                         |  |                             | 1,248 |   |      |   | 1,386 |  
|Provision for loan losses                                   |  |                             |      |   |      |   |      |  
|                                                            |  |                             |       |   |      |   |       |  
|Net interest income after provision for loan losses         |  |                             | 1,248 |   |      |   | 1,386 |  
|Noninterest income                                          |  |                             |       |   |      |   |       |  
|Service fee income                                          |  |                             | 52    |   |      |   | 50    |  
|Earnings on bank-owned life insurance                       |  |                             | 72    |   |      |   | 72    |  
|Other operating income                                      |  |                             | 9     |   |      |   | 7     |  
|                                                            |  |                             |       |   |      |   |       |  
|Total noninterest income                                    |  |                             | 133   |   |      |   | 129   |  
|Noninterest expense                                         |  |                             |       |   |      |   |       |  
|Compensation and benefits                                   |  |                             | 810   |   |      |   | 843   |  
|Occupancy and equipment expense                             |  |                             | 171   |   |      |   | 212   |  
|Other operating expenses                                    |  |                             | 494   |   |      |   | 518   |  
|                                                            |  |                             |       |   |      |   |       |  
|Total noninterest expense                                   |  |                             | 1,475 |   |      |   | 1,573 |  
|                                                            |  |                             |       |   |      |   |       |  
|Loss before income taxes                                    |  |                             | (94   | ) |      |   | (58   | )
|Income tax benefit                                          |  |                             | (57   | ) |      |   | (50   | )
|                                                            |  |                             |       |   |      |   |       |  
|Net loss                                                    |  | $                           | (37   | ) |      | $ | (8    | )
|                                                            |  |                             |       |   |      |   |       |  
|Basic earnings (loss) per share                             |  | $                           | (.03  | ) |      | $ | (.01  | )
|Diluted earnings (loss) per share                           |  | $                           | (.03  | ) |      | $ | (.01  | )

See accompanying notes to consolidated financial statements.



2.



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Park Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands of dollars)

(Unaudited)



|                                                                                 |  |                             |         |   |      |   |        |  
|-------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                 |  | Three Months EndedMarch 31, |        
|                                                                                 |  | 2008                        |         |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                             |  |                             |         |   |      |   |        |  
|Net loss                                                                         |  | $                           | (37     | ) |      | $ | (8     | )
|Adjustments to reconcile net income (loss) to net cash from operating activities |  |                             |         |   |      |   |        |  
|Net premium amortization on securities                                           |  |                             | 8       |   |      |   | 6      |  
|Earnings on bank-owned life insurance, net                                       |  |                             | (72     | ) |      |   | (72    | )
|Depreciation                                                                     |  |                             | 81      |   |      |   | 84     |  
|ESOP compensation expense                                                        |  |                             | 55      |   |      |   | 102    |  
|Stock option expense                                                             |  |                             |        |   |      |   | 6      |  
|Net change in:                                                                   |  |                             |         |   |      |   |        |  
|Accrued interest receivable                                                      |  |                             | (23     | ) |      |   | (7     | )
|Accrued interest payable                                                         |  |                             | 162     |   |      |   | 44     |  
|Other assets                                                                     |  |                             | (57     | ) |      |   | 526    |  
|Other liabilities                                                                |  |                             | 89      |   |      |   | (51    | )
|                                                                                 |  |                             |         |   |      |   |        |  
|Net cash provided by operating activities                                        |  |                             | 206     |   |      |   | 630    |  
|                                                                                 |  |                            
|CASH FLOWS FROM INVESTING ACTIVITIES                                             |  |                             |         |   |      |   |        |  
|Net change in loans                                                              |  |                             | 1,805   |   |      |   | (408   | )
|Purchase of securities available for sale                                        |  |                             | (12,197 | ) |      |   | (4,000 | )
|Maturities and calls of securities available-for-sale                            |  |                             | 4,900   |   |      |   | 2,000  |  
|Principal repayments on mortgage-backed securities                               |  |                             | 1,298   |   |      |   | 1,640  |  
|Purchase of premises and equipment                                               |  |                             | (1,150  | ) |      |   | (85    | )
|                                                                                 |  |                             |         |   |      |   |        |  
|Net cash (used in) investing activities                                          |  |                             | (5,344  | ) |      |   | (853   | )
|                                                                                 |  |                            
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |  |                             |         |   |      |   |        |  
|Net change in deposits                                                           |  |                             | 5,811   |   |      |   | (2,514 | )
|Net change in advances from borrowers for taxes and insurance                    |  |                             | (223    | ) |      |   | (412   | )
|Repayments of Federal Home Loan Bank Advances                                    |  |                             | (1,463  | ) |      |   | (5,124 | )
|Change in other borrowings                                                       |  |                             | 50      |   |      |   | (800   | )
|Stock options exercised                                                          |  |                             |        |   |      |   | 2,643  |  
|Purchase of treasury stock                                                       |  |                             | (235    | ) |      |   | (154   | )
|Dividends paid                                                                   |  |                             | (213    | ) |      |   | (203   | )
|                                                                                 |  |                             |         |   |      |   |        |  
|Net cash provided by/(used in) financing activities                              |  |                             | 3,727   |   |      |   | (6,564 | )
|                                                                                 |  |                             |         |   |      |   |        |  
|Net change in cash and cash equivalents                                          |  |                             | (1,411  | ) |      |   | (6,787 | )
|Cash and cash equivalents at beginning of period                                 |  |                             | 15,443  |   |      |   | 15,293 |  
|                                                                                 |  |                             |         |   |      |   |        |  
|                                                                                 |  |                            
|Cash and cash equivalents at end of period                                       |  | $                           | 14,032  |   |      | $ | 8,506  |  
|                                                                                 |  |                             |         |   |      |   |        |  
|Supplemental disclosures of cash flow information                                |  |                             |         |   |      |   |        |  
|Transfer from loans to real estate owned                                         |  | $                           | 172     |   |      | $ | 182    |  

See accompanying notes to consolidated financial statements.



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Park Bancorp, Inc. and Subsidiaries

Consolidated Statements of Stockholders Equity

Three months ended March 31, 2008 and 2007

(In thousands of dollars, except share data)

(Unaudited)



|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|-------------------------------------------------------------------------- |  | ----------- | -- | ------------------------ | - | ---------------- |  | - | ------------- | - |  | ------------------ | ------- | - | ------------------------------------------ | - | ---- | ------------------------- |  | - | ---- | - |  | - | ------ | -
|                                                                           |  | CommonStock |    | AdditionalPaid-inCapital |   | RetainedEarnings |  |   | TreasuryStock |   |  | UnearnedESOPShares |         |   | AccumulatedOtherComprehensiveIncome (Loss) |   |      | TotalStock-holdersEquity | 
|2007                                                                       |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|Balance at January 1, 2007                                                 |  | $           | 28 |                          | $ | 29,033           |  | $ | 29,898        |   |  | $                  | (29,056 | ) |                                            | $ | (436 | )                         |  | $ | (347 | ) |  | $ | 29,120 |  
|Net loss                                                                   |  |             |   |                          |   |                 |  |   | (8            | ) |  |                    |        |   |                                            |   |     |                           |  |   |     |   |  |   | (8     | )
|Change in fair value of securities available-for-sale, net of income taxes |  |             |   |                          |   |                 |  |   |              |   |  |                    |        |   |                                            |   |     |                           |  |   | 95   |   |  |   | 95     |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|Total comprehensive income                                                 |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   | 87     |  
|                                                                           |  |             |    |                          |   |                  | 
|Exercise of 141,419 stock options, including tax benefits                  |  |             | 1  |                          |   | 2,642            |  |   |              |   |  |                    |        |   |                                            |   |     |                           |  |   |     |   |  |   | 2,643  |  
|Purchase of 4,500 shares of treasury stock                                 |  |             |   |                          |   |                 |  |   |              |   |  |                    | (154    | ) |                                            |   |     |                           |  |   |     |   |  |   | (154   | )
|Stock based compensation                                                   |  |             |   |                          |   | 6                |  |   |              |   |  |                    |        |   |                                            |   |     |                           |  |   |     |   |  |   | 6      |  
|Dividends declared                                                         |  |             |   |                          |   |                 |  |   | (203          | ) |  |                    |        |   |                                            |   |     |                           |  |   |     |   |  |   | (203   | )
|ESOP shares earned                                                         |  |             |   |                          |   | 72               |  |   |              |   |  |                    |        |   |                                            |   | 30   |                           |  |   |     |   |  |   | 102    |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|Balance at March 31, 2007                                                  |  | $           | 29 |                          | $ | 31,753           |  | $ | 29,687        |   |  | $                  | (29,210 | ) |                                            | $ | (406 | )                         |  | $ | (252 | ) |  | $ | 31,601 |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|                                                                           |  |             |    |                          |   |                  | 
|2008                                                                       |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|Balance at January 1, 2008                                                 |  | $           | 29 |                          | $ | 32,045           |  | $ | 28,938        |   |  | $                  | (30,560 | ) |                                            | $ | (317 | )                         |  | $ | 142  |   |  | $ | 30,277 |  
|Net loss                                                                   |  |             |   |                          |   |                 |  |   | (37           | ) |  |                    |        |   |                                            |   |     |                           |  |   |     |   |  |   | (37    | )
|Change in fair value of securities available-for-sale, net of income taxes |  |             |   |                          |   |                 |  |   |              |   |  |                    |        |   |                                            |   |     |                           |  |   | 98   |   |  |   | 98     |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|Total comprehensive income                                                 |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   | 61     |  
|                                                                           |  |             |    |                          |   |                  | 
|Purchase of 9,005 shares of treasury stock                                 |  |             |   |                          |   |                 |  |   |              |   |  |                    | (235    | ) |                                            |   |     |                           |  |   |     |   |  |   | (235   | )
|Dividends declared                                                         |  |             |   |                          |   |                 |  |   | (213          | ) |  |                    |        |   |                                            |   |     |                           |  |   |     |   |  |   | (213   | )
|ESOP shares earned                                                         |  |             |   |                          |   | 27               |  |   |              |   |  |                    |        |   |                                            |   | 28   |                           |  |   |     |   |  |   | 55     |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|Balance at March 31, 2008                                                  |  | $           | 29 |                          | $ | 32,072           |  | $ | 28,688        |   |  | $                  | (30,795 | ) |                                            | $ | (289 | )                         |  | $ | 240  |   |  | $ | 29,945 |  
|                                                                           |  |             |    |                          |   |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  

See accompanying notes to consolidated financial statements.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 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 March 31, 2008 and December 31, 2007 and for the three-month periods ended March 31, 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 three months ended March 31, 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 Companys financial statements or results of operations. Applicable disclosures are presented in these consolidated financial statements.



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##### Table of Contents

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 Company did not elect the fair value option for any financial assets or financial liabilities as of the January 1, 2008 effective date.



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Note 2 - Earnings Per Share

The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the three-month periods ended March 31, 2008 and 2007.



|                                                           |  |      |           |   |      |   |           |  
|---------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                           |  | 2008 |           |   | 2007 |  
|Basic earnings per share                                   |  |      |           |   |      |   |           |  
|Net loss as reported                                       |  | $    | (37       | ) |      | $ | (8        | )
|Weighted average common shares outstanding                 |  |      | 1,175,997 |   |      |   | 1,147,646 |  
|                                                           |  |      |           |   |      |   |           |  
|Basic earnings per share                                   |  | $    | (.03      | ) |      | $ | (.01      | )
|                                                           |  |      |           |   |      |   |           |  
|Diluted earnings per share                                 |  |      |           |   |      |   |           |  
|Net loss as reported                                       |  | $    | (37       | ) |      | $ | (8        | )
|Weighted average common shares outstanding                 |  |      | 1,175,997 |   |      |   | 1,147,646 |  
|Dilutive effect of stock options                           |  |      |          |   |      |   |          |  
|                                                           |  |      |           |   |      |   |           |  
|Average common shares and dilutive potential common shares |  |      | 1,175,997 |   |      |   | 1,147,646 |  
|                                                           |  |      |           |   |      |   |           |  
|Diluted earnings per share                                 |  | $    | (.03      | ) |      | $ | (.01      | )
|                                                           |  |      |           |   |      |   |           |  



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NOTE 3 - Fair Value

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 March 31, 2008 Using
|                              |  | March31, 2008                                   |        | Quoted Prices inActive Marketsfor IdenticalAssets(Level 1) |   | SignificantOtherObservableInputs(Level 2) |  | Significant UnobservableInputs(Level 3)
|Assets:                       |  |                                                 |        |                                                            |   |                                           |  |                                         |        |  |  
|Available for sale securities |  | $                                               | 39,920 |                                                            | $ | 6,678                                     |  | $                                       | 33,242 |  | 



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|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 March 31, 2008 to its financial condition at December 31, 2007 and the results of operations for the three months ended March 31, 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 March 31, 2008 were $224.2 million compared to $220.1 million at December 31, 2007. The change was due to an increase of $6.1 million in
securities offset by decrease in loans receivable and interest bearing deposits.

The allowance for loan losses was $618,000 at March 31, 2008 and
$640,000 at December 31, 2007. Non-performing assets were $3.0 million at March 31, 2008 and $2.6 million at December 31, 2007, respectively. The allowance for loan losses as a percentage of total gross loans remained consistent at
..43% as of March 31, 2008 and March 31, 2007.

Total liabilities at March 31, 2008 were $194.3 million compared to $189.8 million at
December 31, 2007. The change was due primarily to an increase in deposits of $5.8 million, offset by a decrease in Federal Home Loan Bank advances of $1.5 million.

Stockholders equity was $29.9 million at March 31, 2008 and $30.3 million at December 31, 2007. The decrease was attributable to the net loss, the repurchase of 9,005 shares at an average price of
$26.05 and dividends paid of $213,000 offset by an unrealized gain on securities available for sale of $98,000.

RESULTS OF OPERATIONS

Net loss was $37,000 for the quarter ended March 31, 2008 compared to net loss of $8,000 for the quarter ended March 31, 2007. The change was due to a decrease
in net interest income offset by a decrease in non-interest expense.

Net interest income was $1.2 million for the three months ended March 31, 2008
compared to $1.4 million for the same quarter in 2007. The net interest margin decreased to 2.50% for the 2008 period from 2.73% for the 2007 period. This was largely due to a decrease in the spread to 2.31% for the 2008 period from 2.49% for the
2007 period. The average yield on earning assets decreased to 5.75% for the quarter ended March 31, 2008 from 5.92% for the 2007 period. The average cost of funds increased to 3.44% for the quarter ended March 31, 2008 from 3.43% for the
quarter ended March 31, 2007.



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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 no provision for loan losses recorded for the quarters ended March 31, 2008 and 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 March 31,
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 increased to $133,000 for the quarter ended March 31, 2008 from $129,000 for the quarter ended March 31, 2007.

Noninterest expense decreased to $1.5 million for the quarter ended March 31, 2008 from $1.6 million for the corresponding three month period in 2007. The change was due to decreases in compensation costs and
occupancy expense.

The Companys federal income tax benefit was $57,000 for the three-month period ended March 31, 2008 compared to federal
income tax benefit of $50,000 for the three-month period ended March 31, 2007. The change in income tax was attributable to the decrease in income before income taxes.

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 28% at March 31, 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 $206,000 and $630,000 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 $(5.3) million and $(853,000) in 2008 and 2007, respectively. Net cash from financing activities consisted primarily of the activity in deposit accounts, FHLB borrowings, and
securities sold under repurchase agreements in addition to the purchase of treasury stock. The net cash from financing activities was $3.7 million and $(6.6) million in 2008 and 2007, respectively.



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At March 31, 2008, the Bank exceeded all of its regulatory capital requirements with a Tier 1 (core) capital level
of $28.4 million, or 12.7% of adjusted total assets, which is above the required level of $8.9 million, or 4.0%; and total risk-based capital of $29.0 million, or 20.2% of risk-weighted assets, which is above the required level of $11.3 million, or
8.0%. The Bank at March 31, 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.

At March 31, 2008, the Bank had outstanding commitments to originate mortgage loans of $825,000, 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 March 31, 2008 totaled $73.3 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.



|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 the
risk-based capital requirement. As of December 31, 2007, 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 (15)% and
would result in a $4.9 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.



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The following table shows the NPV and projected change in the NPV of the Bank at December 31, 2007, 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        |  | $                   | 25,258 |          | $                         | (8,420 | )        |  | (25 | )%        |  | 11.82 | %      |  | (306) bp
|+ 200 bp        |  |                     | 28,764 |          |                           | (4,914 | )        |  | (15 | )         |  | 13.18 |        |  | (170) bp
|+ 100 bp        |  |                     | 31,698 |          |                           | (1,980 | )        |  | (6  | )         |  | 14.24 |        |  | (64) bp 
|0 bp            |  |                     | 33,678 |          |                           |       |          |  |    |           |  | 14.88 |        |  |        
|- 100 bp        |  |                     | 34,280 |          |                           | 602    |          |  | 2   |           |  | 14.96 |        |  | 8 bp    
|- 200 bp        |  |                     | 33,950 |          |                           | 273    |          |  | 1   |           |  | 14.67 |        |  | (21) bp 
|- 300 bp        |  |                     | N/A    |          |                           | N/A    |          |  | N/A |           |  | N/A   |        |  | N/A     

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 March 31, 2008 but estimates that the results would not be materially different than those presented above.



|ITEM 4. | 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 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.

Management, including the Chief Executive Officer and Chief Financial Officer, has
conducted an evaluation of the effectiveness of disclosure controls and procedures, pursuant to Exchange Act Rule 13a-15 (b), as of March 31, 2008. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that
the Companys disclosure controls and procedures are effective and no changes are required at this time.

In connection with the evaluation by
management, including the Chief Executive Officer and Chief Financial Officer, of the Companys internal control over financial reporting, pursuant to Exchange Act Rule 13a-15 (b), no changes during the quarter ended March 31, 2008 were
identified that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

There were no significant changes to the Companys internal controls or in other factors that could significantly affect these internal controls subsequent to the date the Company carried out its evaluation of its internal controls.
There were no significant deficiencies or material weaknesses identified in the evaluation and, therefore, no corrective actions were taken.



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##### Table of Contents

|ITEM 5. | REGULATORY AGREEMENT
|------- | --------------------

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.

The agreement will remain in effect until terminated, modified, or suspended in writing by the OTS. The Bank has already adopted and implemented some 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.



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##### Table of Contents

PART IIOTHER INFORMATION



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

None



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

There has been no material changes with
respect to the risk factors disclosed in the Companys 2007 Annual Report on Form 10-K.



|ITEM 2. | CHANGES IN SECURITIES.
|------- | ----------------------

None



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

None



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

None



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

None



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

(a) Exhibits



|     |  |                                                                                                                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002 from the Companys Chief Executive Officer (attached as an exhibit
and incorporated herein by reference.)
|     | 
|31.2 |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002 from the Companys Financial Officer (attached as an exhibit and
incorporated herein by reference.)      



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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: May 13, 2008 |  | /s/ David A. Remijas                 
|                   |  | David A. Remijas                     
|                   |  | President and Chief Executive Officer
|                   | 
|Date: May 13, 2008 |  | /s/ Steven J. Pokrak                 
|                   |  | Steven J. Pokrak                     
|                   |  | Treasurer and Chief Financial Officer



15.