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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A

(Amendment No. 1)





QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009





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   ̈

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicated by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition
of  larger accelerated filer, accelerated file 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 the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act)    Yes   ̈    No  x

As of May 8, 2009, the Registrant had outstanding 1,192,174 shares of common stock.









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EXPLANATORY NOTE

On May 15, 2009, Park Bancorp, Inc. (the Company) filed its quarterly report on Form 10-Q for the period ended March 31, 2009 (the Original Report). This Form 10-Q/A to the Original
Report is being filed for the sole purpose of amending the certifications of the Chief Executive Officer and the Chief Financial Officer of the Company required pursuant to Rules 13a-14(d) and 15d-14(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act) and included as Exhibits 31.1 and 31.2 to the Original Report. Certain language in the first sentence in paragraph 4 and paragraph 4(b) of the each required certification, as set forth in
Item 601(b)(31)(i) of Regulation S-K under the Exchange Act, were inadvertently omitted. There are no other changes to the Original Report, and the entire Original Report, other than Exhibits 31.1 and 31.2, is set forth herein in its entirety.



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PARK BANCORP, INC.

Form 10-Q Quarterly Report

Index



|                               |  |                                                                                       |  |     
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                       |  | Page
|PART I - Financial Information |  |                                                                                      
|                               |  |                                                                                      
|Item 1                         |  | Financial Statements                                                                  |  | 5   
|                               |  |                                                                                      
|Item 2                         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 14  
|                               |  |                                                                                      
|Item 3                         |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 18  
|                               |  |                                                                                      
|Item 4T                        |  | Controls and Procedures                                                               |  | 19  
|                               | 
|PART II - Other Information    |  |                                                                                      
|                               |  |                                                                                      
|Item 1                         |  | Legal Proceedings                                                                     |  | 20  
|                               |  |                                                                                      
|Item 1A                        |  | Risk Factors                                                                          |  | 20  
|                               |  |                                                                                      
|Item 2                         |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 20  
|                               |  |                                                                                      
|Item 3                         |  | Defaults Upon Senior Securities                                                       |  | 20  
|                               |  |                                                                                      
|Item 4                         |  | Submission of Matters to a Vote of Security Holders                                   |  | 20  
|                               |  |                                                                                      
|Item 5                         |  | Other Information                                                                     |  | 20  
|                               |  |                                                                                      
|Item 6                         |  | Exhibits                                                                              |  | 21  
|                               | 
|SIGNATURES                     |  | 22                                                                                   



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

This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may be identified by the use of words such as believe, expect, anticipate, should, planned, estimated, and potential. These
forward-looking statements relate to, among other things, expectations of the business environment in which the Company operates, projections of future performance, perceived opportunities in the market, potential future credit experience, and
statements regarding the Companys strategies. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. The Companys actual results, performance, or
achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: interest rate fluctuations; economic conditions in the
Companys primary market area; deposit flows; demand for residential, construction/land development, commercial real estate, consumer, and other types of loans; our ability to manage our growth, levels of our non-performing assets and other
loans of concern; real estate values; success of new products; competitive conditions between banks and non-bank financial service providers; regulatory and accounting changes; success of new technology; technological factors affecting operations;
costs of technology; pricing of products and services; and other risks detailed from time to time in our filings with the Securities and Exchange Commission. Any of the forward-looking statements that we make in this Form 10-Q and in the other
public statements we make may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Because of these and other uncertainties, our actual
future results may be materially different from those expressed in any forward looking statements made by or on behalf of the Company. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance
should not be placed on such statements. The Company undertakes no responsibility to update or revise any forward-looking statements.



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ITEM 1  FINANCIAL STATEMENTS

Park Bancorp, Inc.

Consolidated Statements of Financial Condition

(In thousands of dollars, except share data)

(Unaudited)



|                                                                                                      |  |               |         |   |                  |   |         |  
|----------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                      |  | March 31,2009 |         |   | December 31,2008 |  
|ASSETS                                                                                                |  |               |         |   |                  |   |         |  
|Cash and due from banks                                                                               |  | $             | 2,744   |   |                  | $ | 3,138   |  
|Federal funds sold                                                                                    |  |               | 7,897   |   |                  |   | 3,244   |  
|Interest-bearing deposits with other financial institutions                                           |  |               | 4,170   |   |                  |   | 2,477   |  
|                                                                                                      |  |               |         |   |                  |   |         |  
|Total cash and cash equivalents                                                                       |  |               | 14,811  |   |                  |   | 8,859   |  
|Securities available for sale                                                                         |  |               | 46,521  |   |                  |   | 43,595  |  
|Loans receivable, net of allowance of $786 and $775                                                   |  |               | 138,615 |   |                  |   | 138,580 |  
|Federal Home Loan Bank stock, at cost                                                                 |  |               | 5,423   |   |                  |   | 5,423   |  
|Premises and equipment, net                                                                           |  |               | 9,533   |   |                  |   | 9,625   |  
|Accrued interest receivable                                                                           |  |               | 1,157   |   |                  |   | 1,139   |  
|Bank-owned life insurance                                                                             |  |               | 8,049   |   |                  |   | 7,975   |  
|Real estate owned                                                                                     |  |               | 1,628   |   |                  |   | 1,874   |  
|Other assets                                                                                          |  |               | 2,571   |   |                  |   | 2,530   |  
|                                                                                                      |  |               |         |   |                  |   |         |  
|Total assets                                                                                          |  | $             | 228,308 |   |                  | $ | 219,600 |  
|                                                                                                      |  |               |         |   |                  |   |         |  
|                                                                                                      |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                  |  |               |         |   |                  |   |         |  
|LIABILITIES                                                                                           |  |               |         |   |                  |   |         |  
|Non-interest bearing deposits                                                                         |  | $             | 6,841   |   |                  | $ | 6,152   |  
|Interest bearing deposits                                                                             |  |               | 141,550 |   |                  |   | 131,497 |  
|                                                                                                      |  |               |         |   |                  |   |         |  
|Total deposits                                                                                        |  |               | 148,391 |   |                  |   | 137,649 |  
|Securities sold under repurchase agreements                                                           |  |               | 3,239   |   |                  |   | 3,239   |  
|Advances from borrowers for taxes and insurance                                                       |  |               | 1,600   |   |                  |   | 2,051   |  
|Federal Home Loan Bank advances                                                                       |  |               | 47,982  |   |                  |   | 48,860  |  
|Accrued interest payable                                                                              |  |               | 282     |   |                  |   | 365     |  
|Other liabilities                                                                                     |  |               | 485     |   |                  |   | 570     |  
|                                                                                                      |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                     |  |               | 201,979 |   |                  |   | 192,734 |  
|                                                                                                      |  |              
|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; outstanding 1,192,174 and 1,192,174 shares |  |               | 29      |   |                  |   | 29      |  
|Additional paid-in capital                                                                            |  |               | 32,103  |   |                  |   | 32,118  |  
|Retained earnings                                                                                     |  |               | 25,540  |   |                  |   | 26,103  |  
|Treasury stock, 1,721,854 and 1,721,854 shares, at cost                                               |  |               | (31,043 | ) |                  |   | (31,043 | )
|Unearned ESOP shares                                                                                  |  |               | (178    | ) |                  |   | (205    | )
|Accumulated other comprehensive loss                                                                  |  |               | (122    | ) |                  |   | (136    | )
|                                                                                                      |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                            |  |               | 26,329  |   |                  |   | 26,866  |  
|                                                                                                      |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                            |  | $             | 228,308 |   |                  | $ | 219,600 |  
|                                                                                                      |  |               |         |   |                  |   |         |  

See accompanying notes to consolidated financial statements.



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Park Bancorp, Inc.

Consolidated Statements of Operations

(In thousands of dollars, except share data)

(Unaudited)



|                                                            |  |                             |       |   |      |   |       |  
|----------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                            |  | Three Months EndedMarch 31, |      
|                                                            |  | 2009                        |       |   | 2008 |  
|Interest income                                             |  |                             |       |   |      |   |       |  
|Loans receivable                                            |  | $                           | 2,136 |   |      | $ | 2,354 |  
|Securities                                                  |  |                             | 559   |   |      |   | 399   |  
|Interest-bearing deposits with other financial institutions |  |                             | 2     |   |      |   | 117   |  
|                                                            |  |                             |       |   |      |   |       |  
|Total                                                       |  |                             | 2,697 |   |      |   | 2,870 |  
|Interest expense                                            |  |                             |       |   |      |   |       |  
|Deposits                                                    |  |                             | 896   |   |      |   | 1,139 |  
|Federal Home Loan Bank advances and other borrowings        |  |                             | 483   |   |      |   | 483   |  
|                                                            |  |                             |       |   |      |   |       |  
|Total                                                       |  |                             | 1,379 |   |      |   | 1,622 |  
|                                                            |  |                             |       |   |      |   |       |  
|                                                            |  |                            
|Net interest income                                         |  |                             | 1,318 |   |      |   | 1,248 |  
|                                                            |  |                            
|Provision for loan losses                                   |  |                             | 30    |   |      |   |      |  
|                                                            |  |                             |       |   |      |   |       |  
|                                                            |  |                            
|Net interest income after provision for loan losses         |  |                             | 1,288 |   |      |   | 1,248 |  
|                                                            |  |                            
|Noninterest income                                          |  |                             |       |   |      |   |       |  
|Service fee income                                          |  |                             | 58    |   |      |   | 52    |  
|Earnings on bank-owned life insurance                       |  |                             | 74    |   |      |   | 72    |  
|Other operating income                                      |  |                             | 8     |   |      |   | 9     |  
|                                                            |  |                             |       |   |      |   |       |  
|Total noninterest income                                    |  |                             | 140   |   |      |   | 133   |  
|                                                            |  |                            
|Noninterest expense                                         |  |                             |       |   |      |   |       |  
|Compensation and benefits                                   |  |                             | 848   |   |      |   | 810   |  
|Occupancy and equipment expense                             |  |                             | 229   |   |      |   | 171   |  
|Professional fees                                           |  |                             | 132   |   |      |   | 121   |  
|Loss on security impairment                                 |  |                             | 178   |   |      |   |      |  
|Real estate owned impairment and expenses                   |  |                             | 263   |   |      |   | 86    |  
|Other operating expenses                                    |  |                             | 408   |   |      |   | 287   |  
|                                                            |  |                             |       |   |      |   |       |  
|Total noninterest expense                                   |  |                             | 2,058 |   |      |   | 1,475 |  
|                                                            |  |                             |       |   |      |   |       |  
|                                                            |  |                            
|Loss before income taxes                                    |  |                             | (630  | ) |      |   | (94   | )
|Income tax benefit                                          |  |                             | (67   | ) |      |   | (57   | )
|                                                            |  |                             |       |   |      |   |       |  
|                                                            |  |                            
|Net loss                                                    |  | $                           | (563  | ) |      | $ | (37   | )
|                                                            |  |                             |       |   |      |   |       |  
|                                                            |  |                            
|Basic loss per share                                        |  | $                           | (.48  | ) |      | $ | (.03  | )
|Diluted loss per share                                      |  | $                           | (.48  | ) |      | $ | (.03  | )

See accompanying notes to consolidated financial statements.



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Park Bancorp, Inc.

Consolidated Statements of Cash Flows

(In thousands of dollars)

(Unaudited)



|                                                                        |  |                             |        |   |      |   |         |  
|----------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------- | -
|                                                                        |  | Three Months EndedMarch 31, |       
|                                                                        |  | 2008                        |        |   | 2007 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                    |  |                             |        |   |      |   |         |  
|Net loss                                                                |  | $                           | (563   | ) |      | $ | (37     | )
|Adjustments to reconcile net loss to net cash from operating activities |  |                             |        |   |      |   |         |  
|Net premium amortization on securities                                  |  |                             | 18     |   |      |   | 8       |  
|Loss on security impairment                                             |  |                             | 178    |   |      |   |        |  
|Write-down of REO property                                              |  |                             | 251    |   |      |   |        |  
|Earnings on bank-owned life insurance, net                              |  |                             | (74    | ) |      |   | (72     | )
|Provision for loan losses                                               |  |                             | 30     |   |      |   |        |  
|Depreciation                                                            |  |                             | 108    |   |      |   | 81      |  
|ESOP compensation expense                                               |  |                             | 12     |   |      |   | 55      |  
|Net change in:                                                          |  |                             |        |   |      |   |         |  
|Accrued interest receivable                                             |  |                             | (18    | ) |      |   | (23     | )
|Accrued interest payable                                                |  |                             | (83    | ) |      |   | 162     |  
|Other assets                                                            |  |                             | (41    | ) |      |   | (57     | )
|Other liabilities                                                       |  |                             | (85    | ) |      |   | 138     |  
|                                                                        |  |                             |        |   |      |   |         |  
|Net cash used in operating activities                                   |  |                             | (267   | ) |      |   | 255     |  
|                                                                        |  |                            
|CASH FLOWS FROM INVESTING ACTIVITIES                                    |  |                             |        |   |      |   |         |  
|Net change in loans                                                     |  |                             | (70    | ) |      |   | 1,805   |  
|Purchase of securities available for sale                               |  |                             | (9,000 | ) |      |   | (12,197 | )
|Maturities and calls of securities available for sale                   |  |                             | 5,035  |   |      |   | 4,900   |  
|Principal repayments on mortgage-backed securities                      |  |                             | 857    |   |      |   | 1,249   |  
|Purchase of premises and equipment                                      |  |                             | (16    | ) |      |   | (1,150  | )
|                                                                        |  |                             |        |   |      |   |         |  
|Net cash used in investing activities                                   |  |                             | (3,194 | ) |      |   | (5,393  | )
|                                                                        |  |                            
|CASH FLOWS FROM FINANCING ACTIVITIES                                    |  |                             |        |   |      |   |         |  
|Net change in deposits                                                  |  |                             | 10,742 |   |      |   | 5,811   |  
|Net change in advances from borrowers for taxes and insurance           |  |                             | (451   | ) |      |   | (223    | )
|Repayments of Federal Home Loan Bank Advances                           |  |                             | (878   | ) |      |   | (1,463  | )
|Change in other borrowings                                              |  |                             |       |   |      |   | 50      |  
|Purchase of treasury stock                                              |  |                             |       |   |      |   | (235    | )
|Dividends paid                                                          |  |                             |       |   |      |   | (213    | )
|                                                                        |  |                             |        |   |      |   |         |  
|Net cash provided by financing activities                               |  |                             | 9,413  |   |      |   | 3,727   |  
|                                                                        |  |                             |        |   |      |   |         |  
|                                                                        |  |                            
|Net change in cash and cash equivalents                                 |  |                             | 5,952  |   |      |   | (1,411  | )
|Cash and cash equivalents at beginning of period                        |  |                             | 8,859  |   |      |   | 15,443  |  
|                                                                        |  |                             |        |   |      |   |         |  
|Cash and cash equivalents at end of period                              |  | $                           | 14,811 |   |      | $ | 14,032  |  
|                                                                        |  |                             |        |   |      |   |         |  
|                                                                        |  |                            
|Supplemental disclosures of cash flow information                       |  |                             |        |   |      |   |         |  
|Cash paid during the period for Interest                                |  | $                           | 1,462  |   |      | $ | 1,460   |  
|Non-cash activity                                                       |  |                             |        |   |      |   |         |  
|Loans transferred to real estate owned                                  |  |                             | 5      |   |      |   | 172     |  

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, 2009 and 2008

(In thousands of dollars, except share data)

(Unaudited)



|                                                                           |  |             |    |                          |   |        |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|-------------------------------------------------------------------------- |  | ----------- | -- | ------------------------ | - | ------ | ---------------- |  | - | ------------- | - |  | ------------------ | ------- | - | ------------------------------------------ | - | ---- | ------------------------- |  | - | ---- | - |  | - | ------ | -
|                                                                           |  | CommonStock |    | AdditionalPaid-inCapital |   |        | RetainedEarnings |  |   | TreasuryStock |   |  | UnearnedESOPShares |         |   | AccumulatedOtherComprehensiveIncome (Loss) |   |      | TotalStock-holdersEquity | 
|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 |  
|                                                                           |  |             |    |                          |   |        |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|                                                                           |  |             |    |                          |   |        |                 
|2009                                                                       |  |             |    |                          |   |        |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|Balance at January 1, 2009                                                 |  | $           | 29 |                          | $ | 32,118 |                  |  | $ | 26,103        |   |  | $                  | (31,043 | ) |                                            | $ | (205 | )                         |  | $ | (136 | ) |  | $ | 26,866 |  
|Net loss                                                                   |  |             |   |                          |   |       |                  |  |   | (563          | ) |  |                    |        |   |                                            |   |     |                           |  |   |     |   |  |   | (563   | )
|Change in fair value of securities available for sale, net of income taxes |  |             |   |                          |   |       |                  |  |   |              |   |  |                    |        |   |                                            |   |     |                           |  |   | 14   |   |  |   | 14     |  
|                                                                           |  |             |    |                          |   |        |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|Total comprehensive income (loss)                                          |  |             |    |                          |   |        |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   | (549   | )
|                                                                           |  |             |    |                          |   |        |                 
|ESOP shares earned                                                         |  |             |   |                          |   | (15    | )                |  |   |              |   |  |                    |        |   |                                            |   | 27   |                           |  |   |     |   |  |   | 12     |  
|                                                                           |  |             |    |                          |   |        |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  
|                                                                           |  |             |    |                          |   |        |                 
|Balance at March 31, 2009                                                  |  | $           | 29 |                          | $ | 32,103 |                  |  | $ | 25,540        |   |  | $                  | (31,043 | ) |                                            | $ | (178 | )                         |  | $ | (122 | ) |  | $ | 26,329 |  
|                                                                           |  |             |    |                          |   |        |                  |  |   |               |   |  |                    |         |   |                                            |   |      |                           |  |   |      |   |  |   |        |  

See accompanying notes to consolidated financial statements.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2009

(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, 2009 and December 31, 2008 and for the three-month periods ended March 31, 2009 and 2008. 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 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission. The December 31, 2008 balance sheet presented herein has
been derived from the audited financial statements included in the Companys 2008 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, 2009. 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, 2009 are not necessarily indicative of the results to be expected for the full year.

Adoption of New Accounting
Standards

In February 2008, the FASB issued Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157. This FSP
delayed the effective date of FAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15,
2008, and interim periods within those fiscal years. The Company adopted this accounting standard on January 1, 2009. On October 10, 2008 the FASB issued FSP 157-3, Determining the Fair Value of a Financial Asset When the Market for
that Asset Is Not Active, which illustrates key considerations in determining the fair value of a financial asset when the market for that asset is not active. FSP 157-3 provides clarification for how to consider various inputs in determining
fair value under current market conditions consistent with the principles of FAS 157. FSP 157-3 became effective upon issuance. Adoption of these FSPs did not significantly impact the Company.

In December 2007, FASB issued Statement 141 (revised 2007), Business Combinations, which establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination.
The adoption of this standard on January 1, 2009 did not have a material impact on the Companys financial statements.



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In December 2007, FASB issued Statement 160, Noncontrolling Interests in Consolidated Financial Statements.
This statement is intended to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This Statement is effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2008. The adoption of this
standard on January 1, 2009 did not have a material impact on the Companys financial statements.

In March 2008, FASB issued Statement 161,
Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133. This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to
provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The adoption of this standard on January 1, 2009 did not have a material impact on the Companys financial statements.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1 Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). This FASB Staff Position (FSP) addresses
whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share (EPS) under the two-class method of FASB
Statement No. 128, Earnings Per Share. FSP EITF 03-6-1 provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities
and shall be included in the computation of EPS pursuant to the two-class method. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. The adoption of
this standard on January 1, 2009 did not have a material impact on the Companys financial statements.

Newly Issued, but not yet Effective
Accounting Standards

In April 2009 the FASB issued FSP 115-2 & 124-2, Recognition and Presentation of Other Than Temporary Impairments.
This FSP eliminates the requirement for the issuer to evaluate whether it has the intent and ability to hold an impaired debt security until maturity. Conversely, the new FSP requires the issuer to recognize an other than temporary impairment (OTTI)
in the event that the issuer intends to sell the impaired debt security or in the event that it is more likely than not that the issuer will sell the security prior to recovery. In the event that the sale of the security in question prior to its
maturity is not probable but the entity does not expect to recover its amortized cost basis in that security, then the entity will be required to recognize an OTTI. In the event that the recovery of the securitys cost basis prior to maturity
is not probable and an OTTI is recognized, the FSP provides that any component of the OTTI relating to a decline in the creditworthiness of the debtor should be reflected in earnings, with the remainder being recognized in Other Comprehensive
Income. Conversely, in the event that the issuer determines that sale of the security in question prior to recovery is probable, then the entire OTTI will be recognized in earnings. The FSP is effective for interim and annual reporting periods
ending after June 15, 2009. The Company does not expect adoption in the second quarter of 2009 to have a material impact on the Companys financial statements.

In April 2009 the FASB issued FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly. This FSP provides additional guidance for determining fair value based on observable transactions. The FSP provides that if



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evidence suggests that an observable transaction was not executed orderly that little, if any, weight should be assigned to this indication of an
assets or liabilitys fair value. Conversely, if evidence suggests that the observable transaction was executed orderly then the transaction price of the observable transaction may be appropriate to use in determining the fair value of
the asset/liability in question, with appropriate weighting given to this indication based on facts and circumstances. Finally, if there is no way for the entity to determine whether the observable transaction was executed orderly, relatively less
weight should be ascribed to this indicator of fair value. The FSP is effective for interim and annual reporting periods ending after June 15, 2009. The Company does not expect adoption in the second quarter of 2009 to have a material impact on
the Companys financial statements.

In April 2009 the FASB issued FSP 107-1 & APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments. This FSP provides that publicly traded companies shall provide information concerning the fair value of its financial instruments whenever it issues summarized financial information for interim reporting periods. In periods after
initial adoption this FSP requires comparative disclosures only for periods ending after initial adoption. The FSP is effective for interim reporting periods ending after June 15, 2009.

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 periods ended March 31, 2009 and 2008. Due to the Companys net loss in 2009 and 2008, all stock options were excluded from the
computation of diluted loss per share.



|                                                           |  |      |           |   |      |   |           |  
|---------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                           |  | 2009 |           |   | 2008 |  
|Basic loss per share                                       |  |      |           |   |      |   |           |  
|Net loss as reported                                       |  | $    | (563      | ) |      | $ | (37       | )
|Weighted average common shares outstanding                 |  |      | 1,171,752 |   |      |   | 1,175,997 |  
|                                                           |  |      |           |   |      |   |           |  
|                                                           |  |     
|Basic loss per share                                       |  | $    | (.48      | ) |      | $ | (.03      | )
|                                                           |  |      |           |   |      |   |           |  
|                                                           |  |     
|Diluted loss per share                                     |  |      |           |   |      |   |           |  
|Net loss as reported                                       |  | $    | (563      | ) |      | $ | (37       | )
|                                                           |  |     
|Weighted average common shares outstanding                 |  |      | 1,171,752 |   |      |   | 1,175,997 |  
|Dilutive effect of stock options                           |  |      |          |   |      |   |          |  
|                                                           |  |      |           |   |      |   |           |  
|                                                           |  |     
|Average common shares and dilutive potential common shares |  |      | 1,171,752 |   |      |   | 1,175,997 |  
|                                                           |  |      |           |   |      |   |           |  
|                                                           |  |     
|Diluted loss per share                                     |  | $    | (.48      | ) |      | $ | (.03      | )
|                                                           |  |      |           |   |      |   |           |  



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Note 3 - Loans

The
Company originates mortgage and installment loans to customers located primarily in Cook, DuPage, and Will Counties, Illinois. Substantially all loans are secured by specific items of collateral, primarily residential real estate and consumer
assets.

Loans receivable are summarized as follows at the period end:



|                                   |  |               |         |   |                  |   |         |  
|---------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                   |  | March 31,2009 |         |   | December 31,2008 |  
|One-to-four-family residential     |  | $             | 92,478  |   |                  | $ | 92,829  |  
|Multi-family residential           |  |               | 20,146  |   |                  |   | 19,338  |  
|Commercial, construction, and land |  |               | 17,568  |   |                  |   | 18,907  |  
|Consumer loans                     |  |               | 5,503   |   |                  |   | 4,738   |  
|Participations and loans purchased |  |               | 5,215   |   |                  |   | 5,050   |  
|                                   |  |               |         |   |                  |   |         |  
|                                   |  |              
|Total loans, gross                 |  |               | 140,910 |   |                  |   | 140,862 |  
|                                   |  |              
|Undisbursed portion of loans       |  |               | (1,284  | ) |                  |   | (1,287  | )
|Net deferred loan origination fees |  |               | (225    | ) |                  |   | (220    | )
|Allowance for loan losses          |  |               | (786    | ) |                  |   | (775    | )
|                                   |  |               |         |   |                  |   |         |  
|                                   |  |              
|Total loans, net                   |  | $             | 138,615 |   |                  | $ | 138,580 |  
|                                   |  |               |         |   |                  |   |         |  

A summary of activity in the allowance for loan losses follows:



|                          |  |                             |     |   |      |   |     |  
|------------------------- |  | --------------------------- | --- | - | ---- | - | --- | -
|                          |  | Three Months EndedMarch 31, |    
|                          |  | 2009                        |     |   | 2008 |  
|Beginning balance         |  | $                           | 775 |   |      | $ | 640 |  
|Provision for loan losses |  |                             | 30  |   |      |   |    |  
|Recoveries                |  |                             |    |   |      |   |    |  
|Loans charged off         |  |                             | (19 | ) |      |   | (22 | )
|                          |  |                             |     |   |      |   |     |  
|                          |  |                            
|Ending balance            |  | $                           | 786 |   |      | $ | 618 |  
|                          |  |                             |     |   |      |   |     |  



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There were no impaired loans as of March 31, 2009 and December 31, 2008. Non-performing loans were as follows:



|                                             |  |               |       |                  |   |    
|-------------------------------------------- |  | ------------- | ----- | ---------------- | - | ---
|                                             |  | March 31,2009 |       | December 31,2008
|Loans past due over 90 days still on accrual |  | $             |      |                  | $ |   
|Nonaccrual loans                             |  |               | 3,430 |                  |   | 780

Nonaccrual loans and loans past due over 90 days still on accrual include smaller balance homogeneous loans that
are collectively evaluated for impairment.

Note 4 - 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) for 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 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 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 Using                               
|                              |  | Balance |        | Quoted Prices inActive Marketsfor IdenticalAssets(Level One) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Assets:                       |  |         |        |                                                              |   |                                           |  |                                        |        |  |   |  
|March 31, 2009                |  |         |        |                                                              |   |                                           |  |                                        |        |  |   |  
|Securities available for sale |  | $       | 46,521 |                                                              | $ | 4,469                                     |  | $                                      | 42,052 |  | $ | 
|                              |  |         |        |                                                             
|December 31, 2008             |  |         |        |                                                              |   |                                           |  |                                        |        |  |   |  
|Securities available for sale |  |         | 43,595 |                                                              |   | 4,647                                     |  |                                        | 38,938 |  |   | 



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Assets and Liabilities Measured on a Non-Recurring Basis

The fair value of real estate owned is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of
approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically
significant and result in a Level 3 classification of the inputs for determining fair value.

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



|                  |  |         |       |                                                              |   |                                           |  |                                        |   |  |   |      
|----------------- |  | ------- | ----- | ------------------------------------------------------------ | - | ----------------------------------------- |  | -------------------------------------- | - |  | - | -----
|                  |  |         |       | Fair Value Measurements Using                               
|                  |  | Balance |       | Quoted Prices inActive Marketsfor IdenticalAssets(Level One) |   | SignificantOtherObservableInputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Assets:           |  |         |       |                                                              |   |                                           |  |                                        |   |  |   |      
|March 31, 2009    |  |         |       |                                                              |   |                                           |  |                                        |   |  |   |      
|Real estate owned |  | $       | 1,628 |                                                              | $ |                                          |  | $                                      |  |  | $ | 1,628
|                  |  |         |       |                                                             
|December 31, 2008 |  |         |       |                                                              |   |                                           |  |                                        |   |  |   |      
|Real estate owned |  |         | 1,874 |                                                              |   |                                          |  |                                        |  |  |   | 1,874

Real estate owned, which is carried at lower of cost or fair value, was written down to fair value of $1,628 as of
March 31, 2009. A charge of $251 was included in earnings in the quarter ended March 31, 2009.



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

EXECUTIVE SUMMARY

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, 2009 to its financial condition at December 31, 2008 and the results of
operations for the three months ended March 31, 2009 to the same period in 2008. This discussion should be read in conjunction with the interim financial statements and footnotes included herein.



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FINANCIAL CONDITION

Total
assets at March 31, 2009 increased $8.7 million to $228.3 million from $219.6 million at December 31, 2008. Increases of $6.0 million in cash and cash equivalents and $2.9 million in securities available-for-sale during the quarter were
the primary reasons for the change from December 31, 2008 as the Company concentrated on increasing its liquidity position.

The Company has seen an
increase in loan delinquencies and nonperforming loans over the quarter due to higher unemployment levels and the continued weakening economy. If the recession worsens, the result could further negatively impact economic conditions in the
Companys market areas and the Company could experience significantly higher delinquencies and credit losses.

The allowance for loan losses was
$786,000 at March 31, 2009 compared to $775,000 at December 31, 2008 while nonperforming assets were $5.1 million and $2.7 million for the comparable periods. The Company believes that the increase in non-performing assets does not require
an equivalent increase in the allowance for loan losses, as the Companys nonperforming assets are predominantly one-to-four family loans, of which the Companys actual loss history in the segment is limited.

The following table sets forth information regarding nonaccrual loans and other real estate owned. It is the policy of the Bank to cease accruing interest on loans more
than 90 days past due.



|                                  |  |               |       |                  |   |      
|--------------------------------- |  | ------------- | ----- | ---------------- | - | -----
|                                  |  | March 31,2009 |       | December 31,2008
|Nonaccrual loans                  |  |               |       |                  |   |      
|One-to-four-family                |  | $             | 2,614 |                  | $ | 780  
|Multi-family                      |  |               | 689   |                  |   |     
|Commercial, construction and land |  |               | 127   |                  |   |     
|Consumer and other                |  |               |      |                  |   |     
|                                  |  |               |       |                  |   |      
|Total nonperforming loans         |  |               | 3,430 |                  |   | 780  
|Real estate owned                 |  |               | 1,628 |                  |   | 1,874
|                                  |  |               |       |                  |   |      
|                                  |  |              
|Total nonperforming assets        |  | $             | 5,058 |                  | $ | 2,654
|                                  |  |               |       |                  |   |      

The following table sets forth the amount of the Companys allowance for loan losses by type, the percent of
allowance for loan losses by type to total allowance, and the percent of gross loans by type to total gross loans in each of the categories listed at the dates indicated.



|                                  |  |          |     |                                      |          |   |                                        |        |   |        |   |                                      |  |        |                                        |  |        |  
|--------------------------------- |  | -------- | --- | ------------------------------------ | -------- | - | -------------------------------------- | ------ | - | ------ | - | ------------------------------------ |  | ------ | -------------------------------------- |  | ------ | -
|                                  |  | 03/31/09 |     |                                      | 12/31/08 |  
|                                  |  | Amount   |     | Percent ofAllowanceto TotalAllowance |          |   | Percent ofGrossLoans toTotalGrossLoans |        |   | Amount |   | Percent ofAllowanceto TotalAllowance |  |        | Percent ofGrossLoansto TotalGrossLoans | 
|One-to-four-family                |  | $        | 536 |                                      | 68.19    | % |                                        | 65.63  | % |        | $ | 529                                  |  | 68.26  | %                                      |  | 65.90  | %
|Multi-family                      |  |          | 115 |                                      | 14.63    |   |                                        | 14.30  |   |        |   | 108                                  |  | 13.93  |                                        |  | 13.73  |  
|Commercial, construction and land |  |          | 63  |                                      | 8.02     |   |                                        | 12.47  |   |        |   | 62                                   |  | 8.00   |                                        |  | 13.42  |  
|Consumer and other                |  |          | 72  |                                      | 9.16     |   |                                        | 7.60   |   |        |   | 76                                   |  | 9.81   |                                        |  | 6.95   |  
|                                  |  |          |     |                                      |          |   |                                        |        |   |        |   |                                      |  |        |                                        |  |        |  
|Total allowance for loan losses   |  | $        | 786 |                                      | 100.00   | % |                                        | 100.00 | % |        | $ | 775                                  |  | 100.00 | %                                      |  | 100.00 | %



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Total liabilities at March 31, 2009 were $202.0 million, an increase of $9.3 million or 4.8%, compared to $192.7
million at December 31, 2008. The change was due primarily to an increase in deposits of $10.7 million or 7.8% from December 31, 2008. The Company reduced its borrowings from the Federal Home Loan Bank of Chicago during the quarter ended
March 31, 2009 by $878,000.

Stockholders equity decreased $537,000 to $26.3 million at March 31, 2009 from $26.9 million at
December 31, 2008. The decrease was primarily attributable to the net loss for the quarter ended March 31, 2009 of $563,000.

RESULTS OF
OPERATIONS

The net loss for the quarter ended March 31, 2009 was $563,000, an increase of $526,000 from the net loss of $37,000 for the comparable
quarter in 2008. The change was due to increases in net interest income of $70,000, noninterest income of $7,000, and the federal income tax benefit of $67,000 offset by increases in the provision for loan losses of $30,000, and noninterest expense
of $583,000.

Net interest income was $1.3 million for the three months ended March 31, 2009 compared to $1.2 million for the same quarter in 2008.
Foregone interest on nonperforming loans during the first quarter of 2009 was $99,000. The average yield on interest-earning assets decreased 28 basis points to 5.47% for the quarter ended March 31, 2009 from 5.75% for the same period in 2008.
The average cost of interest-bearing liabilities decreased 53 basis points to 2.91% from 3.44% for the quarters ended March 31, 2009 and 2008, respectively. The interest rate spread increased 26 basis points to 2.56% for the quarter ended
March 31, 2009 from 2.30% for the comparable quarter in 2008 while the net interest margin increased to 2.67% from 2.50% for the same period.



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Management establishes provisions for loan losses, which are charged to operations, at a level management believes 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. Based on their review, a $30,000 loan loss provision was established for the quarter ended March 31, 2009. There was no provision for
loan losses recorded for the quarter ended March 31, 2008.

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, 2009 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 $140,000 for the quarter ended March 31, 2009 from $133,000 for the quarter ended March 31, 2008. The
increase was primarily due to an increase in revenue generated from deposit products.

Noninterest
expense increased $583,000 to $2.1 million for the quarter ended March 31, 2009 from $1.5 million for the corresponding three month period in 2008. The increase for the quarter was primarily the result of a write-down of real estate owned of
$251,000, a loss on security impairment of $178,000, and additional noninterest expenses in the 2009 as a result of the new 47thStreet branch that
opened in June 2008. The real estate owned was determined to be impaired in the first quarter of 2009 due to the demolition of the building on the property in 2009. The Company recognized the security impairment on its mutual fund investment, as
management believed it could not forecast a recovery within a reasonable holding period for the investment.

The Companys federal income tax benefit
was $67,000 for the three-month period ended March 31, 2009 compared to the federal income tax benefit of $57,000 for the three-month period ended March 31, 2008. The change in the income tax benefit was attributable to the decrease in
income before income taxes, partially offset by a deferred tax asset valuation allowance recorded in 2009. The Company recognized a deferred tax asset valuation allowance due to uncertainty that deferred tax assets may not be fully realized.

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 21.38% at March 31, 2009.

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 $(267,000) and $255,000 for the three months ended March 31, 2009 and 2008, respectively. Net cash from investing



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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 $(3.2) million and $(5.4) million for the three months ended March 31, 2009 and 2008, 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 $9.4 million and $3.7 million for the
three months ended March 31, 2009 and 2008, respectively.

At March 31, 2009, the Bank exceeded all of its regulatory capital requirements with a
Tier 1 (core) capital level of $23.7 million, or 10.48% of adjusted total assets, which is above the required level of $9.1 million, or 4.0%; and total risk-based capital of $24.5 million, or 19.45% of risk-weighted assets, which is above the
required level of $10.1 million, or 8.0%. The Bank at March 31, 2009 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, 2009, the Bank had outstanding commitments to originate mortgage loans of $2.1 million, commitments under unused lines of credit of $4.7
million and undisbursed portions of construction loans of $1.3 million. 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, 2009 totaled $72.7 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, 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 (18)% and
would result in a $4.6 million decrease 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.



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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 December 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        |  | $                   | 17,342 |          | $                         | (8,708 | )        |  | (33 | )%        |  | 8.18  | %      |  | (326 | ) bp
|+ 200 bp        |  |                     | 21,427 |          |                           | (4,623 | )        |  | (18 | )         |  | 9.83  |        |  | (161 | ) bp
|+ 100 bp        |  |                     | 24,462 |          |                           | (1,588 | )        |  | (6  | )         |  | 10.96 |        |  | (48  | ) bp
|0 bp            |  |                     | 26,051 |          |                           |       |          |  |    |           |  | 11.44 |        |  |     |     
|- 100 bp        |  |                     | 25,034 |          |                           | (1,016 | )        |  | (4  | )         |  | 10.89 |        |  | (55  | ) bp
|- 200 bp        |  |                     | N/A    |          |                           | N/A    |          |  | N/A |           |  | N/A   |        |  | N/A  |     
|- 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, 2009 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 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, we carried out an evaluation,
under the supervision, and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as contemplated by
Exchange Act Rule 13a-15. Based upon, and as of the date of 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.



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There was no change in the Companys internal control over financial reporting that occurred during the
Companys fiscal quarter ended March 31, 2009, that materially affected, or is reasonably likely to affect, the Companys internal control over financial reporting.

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 2008 Annual Report on Form 10-K.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|------- | ------------------------------------------------------------

Issuer Repurchases of Equity Securities

The Companys Board of Directors approved the repurchase by the Company of up to
50,000 shares of its common stock pursuant to a repurchase program that was publicly announced on July 31, 2008. No shares were repurchased in the first quarter of 2009 under the program. A total of 43,682 shares remain available for repurchase
under the program.



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

None



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

None



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

None



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



| | (a) | Exhibits
| | --- | --------



|     |  |                                                                                                                                                                                                                                          
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Rule 13(a)-14(a) Certification (Chief Executive Officer) (attached as an exhibit and incorporated herein by reference).                                                                                                                  
|     | 
|31.2 |  | Rule 13(a)-14(a) Certification (Chief Financial Officer) (attached as an exhibit and incorporated herein by reference).                                                                                                                  
|     | 
|32.1 |  | 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 (incorporated by reference to the
corresponding exhibit to the Original Report).
|     | 
|32.2 |  | 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 (incorporated by reference to the
corresponding exhibit to the Original Report).      



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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 20, 2009 |  |  |  | /s/ David A. Remijas                 
|                   |  |  |  | David A. Remijas                     
|                   |  |  |  | President and Chief Executive Officer
|                   |  | 
|Date: May 20, 2009 |  |  |  | /s/ Victor E. Caputo                 
|                   |  |  |  | Victor E. Caputo                     
|                   |  |  |  | Treasurer and Chief Financial Officer



22.