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)  August 5, 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 Dr., 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 August 5, 2011, Madison Bancorp, Inc. (the “Company”) announced its unaudited financial results for the three months ended June 30, 2011.  For more information, reference is made to the Company’s press release dated August 5, 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 August 5, 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:  August 5, 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 the Quarter Ended June 30, 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 $39,000 for the three month period ended June 30, 2011 which represents the first quarter in its fiscal year, as compared to a net loss of $332 for the three months ended June 30, 2010.

During the three months ended June 30, 2011, the Company benefited from increased net interest income, which was offset by a decrease in noninterest revenue which includes a decrease in gain on sale of investment securities during the quarter as compared to the same period in 2010.

Total assets increased to $154.3 million at June 30, 2011 from $154.0 million at March 31, 2011.  Total deposits decreased to $139.3 million at June 30, 2011 from $139.5 million at March 31, 2011.

President and Chief Executive Officer Michael P. Gavin commented, “We feel confident in our prospects during this challenging economic environment. While disappointed with the operating results for the most recently completed quarter as compared to the previous year, we believe we are well positioned from a capital and liquidity standpoint to effectively manage during this demanding economic period.  While challenges remain, we continue to focus on asset quality, managing our expenses and growing our customer base.”

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 Madison Bancorp’s Annual Report on Form 10-K filed with the US Securities and Exchange Commission (the SEC) on June 27, 2011.  Accordingly, actual results may differ from those expressed in the forward-looking statements.

Madison Bancorp, Inc.

Consolidated Statements of Financial Condition

	June 30,		March 31,
	2011		2011
	(Unaudited)		(Audited)
Assets
Cash equivalents and time deposits	$	14,181,490	$	8,665,829
Investment securities, available for sale		49,081,977		52,624,969
Loans receivable, net		84,647,824		86,178,498
Other real estate owned		424,000		434,000
Premises and equipment, net		3,875,073		3,876,969
Other assets		2,044,356		2,210,517
Total assets	$	154,254,720	$	153,990,782
Liabilities and Shareholders' Equity
Deposits	$	139,301,815	$	139,518,356
Other liabilities		1,185,204		833,395
Total liabilities		140,487,019		140,351,751
Total shareholders' equity		13,767,701		13,639,031
Total liabilities & shareholders' equity	$	154,254,720	$	153,990,782

Consolidated Statements of Operations

	For The Three Months Ended
	June 30,			June 30,			March 31,
	2011			2010			2011
	(Unaudited)			(Unaudited)			(Unaudited)
Interest revenue	$	1,486,952		$	1,554,051		$	1,528,932
Interest expense		522,751			602,847			526,495
Net interest income		964,201			951,204			1,002,437
Provision for loan losses		46,000			51,359			44,012
Net interest income after provision for loan losses		918,201			899,845			958,425
Noninterest revenue		44,714			103,954			84,729
Noninterest expense		1,002,142			1,004,131			1,084,420
Loss before tax expense		(39,227	)		(332	)		(41,266	)
Income tax expense		0			0			0
Net loss available to common shareholders	$	(39,227	)	$	(332	)	$	(41,266	)
Basic loss per common share	$	(0.07	)		N/A		$	(0.07	)
Diluted loss per common share	$	(0.07	)		N/A		$	(0.07	)