**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC  20549**





**FORM
      10-Q/A**


**(Amendment
      No. 1)**





(Mark
      One)


x**QUARTERLY REPORT PURSUANT TO SECTION 13 OR
      15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended June 30, 2007





OR





** ̈TRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from _______ to _______





Commission
      file number 0-23325





**Guaranty
      Federal Bancshares, Inc.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **43-1792717****(State
                or other jurisdiction of incorporation or
                organization)**
            (IRS
                Employer Identification No.)**1341
                West Battlefield****Springfield,
                Missouri**
            **65807**(Address
                of principal executive offices)
            (Zip
                Code)





Telephone
      Number:  (417) 520-4333





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 is a large accelerated filer, an accelerated filer or a
      non-accelerated filer. See definition of “accelerated filer” and “large
      accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check
      one):  Large accelerated filer ** ̈** Accelerated
      filer ** ̈******Non-accelerated
      filer 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





Indicate
      the number of shares
      outstanding of each of the registrant’s classes of common stock, as of the
      latest practicable date.





Class
            Outstanding
                as of August 14, 2007Common
                Stock, Par Value $0.10 per share
            2,793,223
                Shares
















**EXPLANATORY
      NOTE**





This
      amendment on Form 10-Q/A
      (Amendment No. 1) is being filed to revise Part II – Other Information of the
      Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007
      that
      was filed on August 14, 2007 (the “Report”) to correct an inadvertent omission
      in Item 5 – Other Information and Item 6 - Exhibits.  This amendment
      to the Report does not alter or modify any part of the content of the Report,
      except for the changes and additional information provided
      herein.  This amendment continues to speak as of the date of the
      Report.  We have not updated the disclosure contained in this
      amendment to reflect any events that occurred at a date subsequent to the filing
      of the Report, and the filing of this amendment is not a representation that
      any
      statements contained in the Report of this amendment are true or complete as
      of
      any date subsequent to the date of the Report.  This amendment does
      not affect the information originally set forth in the Report, the remaining
      portions of which have not been amended.





As
      a result, the following items have
      been amended by the filing of this amendment:





§
            Part
                II – Item 5 – Other Information





§
            Part
                II – Item 6 – Exhibits





The
      Company has also supplemented Item 6 – Exhibits of Part II to include current
      certifications of the Company’s chief executive officer and chief financial
      officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002,
      filed as Exhibits 31(i).1, 31(i).2, 32.1, and 32.2 to this
      amendment.










**Page****PART
                  II. Other Information**Item
                  5.  Other Information
              18Item
                  6.  Exhibits
              18Signatures





1





**PART
      II  OTHER INFORMATION**


**Item
      5.                      Other
      Information**





On
      May 4, 2007, the compensation
      committee of the Board of Directors of Guaranty Federal Bancshares, Inc. (the
      “Company”) approved a short term bonus plan (the “Plan”) with respect to the
      bonus payable to Shaun Burke, the Company’s President and Chief Executive
      Officer, for 2007.  Pursuant to this Plan, a maximum amount of
      $100,000 will be paid to Mr. Burke, with the amount of bonus being based on
      three possible levels of incentive awards: threshold (25%); target (50%); and
      maximum (100%).  For any amount to be paid, the threshold level of
      performance must be achieved.  The three performance measurements of
      the Company (and the weight given to each measurement) applicable to each award
      level are: net income (50%); assets (30%); and core deposits
      (20%).  Certain criteria, however, must be satisfied before an award
      is paid under the Plan.  The foregoing description is qualified in its
      entirety by the written description of the 2007 Executive Incentive Compensation
      Annual Plan - President and Chief Executive Officer, a copy of which is attached
      hereto as Exhibit 10.20.  The disclosure under this Item 5 is provided
      by the Company in response to Item 5.02(e) (Compensatory Arrangements of Certain
      Officers) of Form 8-K.





**Item
      6.                      Exhibits**




10.20
            Written
                Description of 2007 Executive Incentive Compensation Annual Plan
                -
                President and Chief Executive
                Officer


31(i).1
            Certification
                of the Principal Executive Officer pursuant to Rule 13a -14(a) of
                the
                Exchange Act


31(i).2
            Certification
                of the Principal Financial Officer pursuant to Rule 13a - 14(a) of
                the
                Exchange Act


32.1
            CEO
                certification pursuant to 18 U.S.C. Section
                1350


32.2
            CFO
                certification pursuant to 18 U.S.C. Section
                1350





2





**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.





Guaranty
      Federal Bancshares, Inc.








**Signature
                and Title**
            
            **Date**/s/
                Shaun A. Burke
            
            November
                14, 2007Shaun
                A. BurkePresident
                and Chief Executive Officer(Principal
                Executive Officer and Duly Authorized Officer)/s/
                Carter Peters
            
            November
                14, 2007Carter
                PetersExecutive
                Vice President and Chief Financial Officer(Principal
                Financial and Accounting Officer)






3