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) February 9, 2011

MADISON BANCORP, INC.

(Exact name of registrant as specified in its charter)

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

9649 Belair Road, Suite 300, Baltimore, Maryland  21236

(Address of principal executive offices) (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 2.02    Results of Operations and Financial Condition

On February 9, 2011, Madison Bancorp, Inc. (the “Company”) announced its unaudited financial results for the three months and nine months ended December 31, 2010.  For more information, reference is made to the Company’s press release dated February 9, 2011, a copy of which is attached to this Report as Exhibit 99.1 and is furnished herewith.

Item 9.01    Financial Statements and Exhibits

(d)   Exhibits

The following exhibit is furnished herewith:

Number	Description
99.1	Press Release dated February 9, 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 20, 2011	By:	/s/ Michael P. Gavin
		Michael P. Gavin
		President, Chief Executive Officer and Chief Financial Officer

EX-99.1

Madison Bancorp, Inc. Reports Results

for Quarter Ended December 31, 2010

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 profit of $2,000 for the three month period ended December 31, 2010 which represents the third quarter in its fiscal year, as compared to a net loss of $121,,000 for the three months ended December 31, 2009.

The net loss for the nine months ended December 31, 2010 was $16,000, as compared to a net loss of $734,000 for the nine months ended December 31, 2009.

During the three and nine months ended December 31, 2010, the Company benefited from increased net interest income. The increase in earnings was also impacted by the improvement in noninterest revenue during both periods as compared to comparable periods in 2009.  Also, the Company recognized a $193,000 charge during the nine months ended December 31, 2009 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 nine months ended December 31, 2010.

Total assets increased to $154.1 million at December 31, 2010 from $146.9 million at March 31, 2010.  Total deposits increased to $139.8 million at December 31, 2010 from $137.0 million at March 31, 2010.

President and Chief Executive Officer Michael P. Gavin commented, “We remain well capitalized and feel confident in our progress during this challenging economic environment. While encouraged by operating results for the most recently completed quarter as compared to the previous year, we recognize there is still much to be accomplished to return to profitability during this challenging time in the Banking Industry.”

Madison Bancorp, Inc., the holding company for Madison Square Federal Savings Bank, closed its stock offering on Wednesday, October 6, 2010. Shares of Madison Bancorp common stock are trading on the OTC Electronic Bulletin Board.

A total of 608,116 shares of common stock were sold in the subscription and community offerings at the price of $10.00 per share.

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 Madison Bancorp’s Registration Statement 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

	December		March 31,
	2010		2010
	(Unaudited)		(Audited)
Assets
Cash equivalents and time deposits	$	12,891,574	$	14,311,947
Investment securities, available for sale		48,038,395		33,480,669
Investment securities held-to-maturity		0		2,283,707
Loans receivable, net		86,619,908		90,336,475
Other real estate owned		434,000		0
Premises and equipment, net		3,860,966		3,983,182
Other assets		2,225,202		2,493,514
Total assets	$	154,070,045	$	146,889,494
Liabilities
Deposits	$	139,763,706	$	136,965,267
Other liabilities		486,883		861,200
Total liabilities		140,250,589		137,826,467
Total stockholders' equity		13,819,456		9,063,027
Total liabilities & stockholders' equity	$	154,070,045	$	146,889,494

Consolidated Statements of Operations

(Unaudited)

			Three Months Ended						Nine Months Ended
			December						Decemeber
	2010		2009			2010			2009
Interest revenue	$	1,517,682	$	1,618,664		$	4,605,657		$	4,856,943
Interest expense		549,000		717,633			1,733,109			2,365,680
Net interest income		968,682		901,031			2,872,548			2,491,263
Provision for loan losses		78,832		91,074			190,507			201,074
Net interest income after provision for loan losses		889,850		809,957			2,682,041			2,290,189
Noninterest revenue		128,137		12,028			335,702			(27,854	)
Noninterest expense		1,016,426		943,419			3,033,510			2,996,568
Income (loss) before tax expense		1,561		(121,434	)		(15,767	)		(734,233	)
Income tax expense		0		0			0			0
Net income (loss) available to common shareholders	$	1,561	$	(121,434	)	$	(15,767	)	$	(734,233	)
Basic earnings (loss) per common share		N/A		N/A		$	(0.03	)		N/A
Diluted earnings (loss) per common share		N/A		N/A		$	(0.03	)		N/A