8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 10, 2011

MADISON BANCORP, INC.

(Exact name of registrant as specified in its charter)

Maryland	0-54081	27-2585073
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8615 Ridgely’s Choice Drive, Suite 111, Baltimore, Maryland  21236

(Address of principal executive offices, including zip code)

(410) 529-7400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

On May 10, 2011, Madison Bancorp, Inc. (the “Company”) announced its unaudited financial results for the three months and year ended March 31, 2011.  For more information, reference is made to the Company’s press release dated May 10, 2011, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

The following exhibit is furnished herewith:

Number                         Description

99.1                                Press Release dated May 10, 2011

SIGNATURE

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.

	MADISON BANCORP, INC.
Date:  May 12, 2011	By:	/s/ Michael P. Gavin
		Michael P. Gavin
		President and Chief Executive Officer

EX-99.1

Madison Bancorp, Inc. Reports Results

for the Quarter and Year Ended March 31, 2011

For More Information Contact

Michael P. Gavin

 (410) 529-7400

Madison Bancorp, Inc.

Madison Square FSB

Madison Bancorp, Inc. (the Company) (OTCBB: MDSN), the holding company for Madison Square Federal Savings Bank, reported a  net loss of $57,000 or ($0.10) per basic and diluted common share for the year ended March 31, 2011 as compared to a net loss of $855,000 for the year ended March 31, 2010.

The net loss for the three months ended March 31, 2011 was $41,000 or ($0.07) per basic and diluted common shares as compared to a net loss of $121,000 for the three months ended March 31, 2010.

During the year ended March 31, 2011, the Company benefited from increased net interest income. The increase in earnings was also impacted by the improvement in noninterest revenue as compared to the year ended March 31, 2010.  During the year ended March 31. 2010, the Company recognized a $283,000 charge for credit losses on certain private label mortgage backed securities deemed by Management to be “Other Than Temporary Impaired” (OTTI). These OTTI charges were not required in the year ended March 31, 2011. The Company also benefited from gains on sales of investment securities in the year ended March 31, 2011.

Total assets increased to $154.0 million at March 31, 2011 from $146.9 million at March 31, 2010.  Total deposits increased to $139.5 million at March 31, 2011 from $137.0 million at March 31, 2010.

President and Chief Executive Officer Michael P. Gavin commented, “We are encouraged by the progress achieved in the most recently completed fiscal year as compared to the previous year. We are pleased with the improvement in operating results; however, we recognize there is still more to accomplish to return to profitability during these difficult economic conditions.”

Madison Bancorp, Inc., the holding company for Madison Square Federal Savings Bank, closed its stock offering on October 6, 2010. A total of 608,116 shares of common stock were sold in the offering resulting in gross offering proceeds of approximately $6.1 million. Shares of Madison Bancorp common stock are trading on the OTC Electronic Bulletin Board.

Madison Square Federal Savings Bank operates four full service branch offices located in Perry Hall, Fallston, Bel Air and Baltimore City, Maryland.

This press release contains statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases.  The Company intends that such forward-looking statements be subject to the safe harbors created thereby.  All forward-looking statements are based on current expectations regarding important risk factors, including but not limited to real estate values, market conditions, the impact of interest rates on financing, local and national economic factors and the matters described on Form S-1, as amended, filed with the US Securities and Exchange Commission (the SEC), which the SEC declared effective on August 12, 2010.  Accordingly, actual results may differ from those expressed in the forward-looking statements.

Madison Bancorp, Inc.

Consolidated Statements of Financial Condition

	March 31,		March 31,
	2011		2010
	(Unaudited)		(Audited)
Assets
Cash equivalents and time deposits	$	8,665,829	$	14,311,947
Investment securities, available for sale		52,624,969		33,480,669
Investment securities held-to-maturity		0		2,283,707
Loans receivable, net		86,178,498		90,336,475
Other real estate owned		434,000		0
Premises and equipment, net		3,876,969		3,983,182
Other assets		2,210,517		2,493,514
Total assets	$	153,990,782	$	146,889,494
Liabilities and Stockholders' Equity
Deposits	$	139,518,356	$	136,965,267
Other liabilities		833,395		861,200
Total liabilities		140,351,751		137,826,467
Total stockholders' equity		13,639,031		9,063,027
Total liabilities  and  stockholders' equity	$	153,990,782	$	146,889,494

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						Year Ended
	March 31,						March 31,
	2011			2010			2011			2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
Interest revenue	$	1,528,932		$	1,539,951		$	6,100,873		$	6,352,761
Interest expense		526,495			656,435			2,259,604			3,022,115
Net interest income		1,002,437			883,516			3,841,269			3,330,646
Provision for loan losses		44,012			41,000			234,519			242,074
Net interest income after provision for loan losses		958,425			842,516			3,606,750			3,088,572
Noninterest revenue		84,729			24,320			420,491			(3,514	)
Noninterest expense		1,084,420			987,551			4,084,274			3,940,006
Income (loss) before tax expense		(41,266	)		(120,715	)		(57,033	)		(854,948	)
Income tax expense		0			0			0			0
Net income (loss) available to common shareholders	$	(41,266	)	$	(120,715	)	$	(57,033	)	$	(854,948	)
Basic earnings (loss) per common share	$	(0.07	)		N/A		$	(0.10	)		N/A
Diluted earnings (loss) per common share	$	(0.07	)		N/A		$	(0.10	)		N/A