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 7, 2012

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 300, 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 2.02    Results of Operations and Financial Condition

On February 7, 2012, Madison Bancorp, Inc. (the “Company”) announced its unaudited financial results for the three and nine months ended December 31, 2011.  For more information, reference is made to the Company’s press release dated February 7, 2012, 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 7, 2012

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:  February 8, 2012	By:	/s/ Michael P. Gavin
		Michael P. Gavin
		President, Chief Executive Officer

EX-99.1

Madison Bancorp, Inc. Reports Results

For the Quarter Ended December 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 net income of $18,000 or $0.03 per basic and diluted common share for the three month period ended December 31, 2011, which represents the third quarter in its fiscal year, as compared to a net income of $1,600 or $0.00 per basic and diluted common share for the three months ended December 31, 2010.

Net income for the nine months ended December 31, 2011 was $22,000 or $0.04 per basic and diluted common share, as compared to a net loss of $16,000 or ($0.03) per basic and diluted common share for the nine months ended December 31, 2010.

During the three months ended December 31, 2011, the Company benefited from a decrease in noninterest expense which was partially offset by a decrease in net interest income and noninterest revenue as well as an increase in provision for loan losses, as compared to the same period in 2010.

Through the nine month period ending December 31, 2011, the Company benefited from an increase in net interest income and a decrease in noninterest expense which was partially offset by an increase in provision for loan losses and a decrease in noninterest revenue, as compared to the same period in 2010.

Total assets decreased to $152.5 million at December 31, 2011 from $154.0 million at March 31, 2011.  Total deposits decreased to $137.7 million at December 31, 2011 from $139.5 million at March 31, 2011.

President and Chief Executive Officer, Michael P. Gavin, commented, “We remain encouraged by the progress we have experienced within this most recently completed quarter as compared to the same period last year but recognize there is more to accomplish for consistent improvement. We feel we are well positioned from a capital and liquidity standpoint to maintain effective management during this challenging financial environment. Our objectives are to continue focus on asset quality, management of our expenses, and further growth of 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

		December 31,		March 31,
		2011		2011
		(Unaudited)		(Unaudited)
Assets
Cash equivalents and time deposits	$	6,955,080	$	8,665,829
Investment securities, available for sale		55,535,366		52,624,969
Loans receivable, net		84,348,377		86,178,498
Other real estate owned		0		434,000
Premises and equipment, net		3,812,548		3,876,969
Other assets		1,822,363		2,210,517
Total assets	$	152,473,734	$	153,990,782
Liabilities and Shareholders' Equity
Deposits	$	137,671,322	$	139,518,356
Other liabilities		639,027		833,395
Total liabilities		138,310,349		140,351,751
Total shareholders' equity		14,163,385		13,639,031
Total liabilities & shareholders' equity	$	152,473,734	$	153,990,782

Consolidated Statements of Operations

	For The Three Months Ended				For The Nine Months Ended
	December 31,		December 31,		December 31,		December 31,
	2011		2010		2011		2010
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Interest revenue	$	1,437,661	$	1,509,247	$	4,388,857	$	4,571,942
Interest expense		495,751		549,000		1,529,253		1,733,109
Net interest income		941,910		960,247		2,859,604		2,838,833
Provision for loan losses		90,000		78,832		211,099		190,507
Net interest income after provision for loan losses		851,910		881,415		2,648,505		2,648,326
Noninterest revenue		98,032		128,157		225,312		335,762
Noninterest expense		931,922		1,008,011		2,852,313		2,999,855
Income (loss) before tax expense		18,020		1,561		21,504		(15,767	)
Income tax expense		0		0		0		0
Net income (loss) available to common shareholders	$	18,020	$	1,561	$	21,504	$	(15,767	)
Basic income (loss) per common share	$	0.03	$	0.00	$	0.04	$	(0.03	)
Diluted income (loss) per common share	$	0.03	$	0.00	$	0.04	$	(0.03	)