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 16, 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 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 2.02    Results of Operations and Financial Condition

On May 16, 2012, Madison Bancorp, Inc. (the “Company”) announced its unaudited financial results for the three months and year ended March 31, 2012.  For more information, reference is made to the Company’s press release dated May 16, 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 May 16, 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:  May 17, 2012	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, 2012

For More Information Contact

Michael P. Gavin

 (410) 529-7400

Madison Bancorp, Inc.

Madison Bancorp, Inc. (the Company) (OTCBB: MDSN), the holding company for Madison Square Federal Savings Bank, reported a net loss of $10,500 or ($0.02) per basic and diluted common share for the year ended March 31, 2012 as compared to a net loss of $57,000 or ($0.10) per basic and diluted common share for the year ended March 31, 2011.

The net loss for the three months ended March 31, 2012 was $32,000 or ($0.06) per basic and diluted common share as compared to a net loss of $41,000 for the three months ended March 31, 2011 or ($0.07) per basic and diluted common share.

During the year ended March 31, 2012, the Company benefited from decreases in both interest and noninterest expenses as compared to the year ended March 31, 2011. The Company also benefited from gains on the sale of investment securities in the year ended March 31, 2012.

Also during the year ended March 31, 2012, the Bank entered into an agreement to sell its entire ground rent portfolio to a non-related third party.  During the first three quarters of the fiscal year, the Company had recognized write-downs of $26,000 for uncollectable ground rents.  During the quarter ended March 31, 2012, the Company recorded an additional $130,000 charge to write-down the portfolio to the contract sale price. The sale of the ground rent portfolio was completed subsequent to March 31, 2012.

Total assets increased to $155.2 million at March 31, 2012 from $154.0 million at March 31, 2011.  Total deposits increased to $140.2 million at March 31, 2012 from $139.5 million at March 31, 2011.

President and Chief Executive Officer Michael P. Gavin commented, “We are encouraged again 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, highlighted by our expense reductions and our disposition of the ground rent portfolio. With these changes, we believe we are well positioned to operate effectively despite the uncertainty of our current economic environment.”

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 in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011.  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,
	2012		2011
	(Unaudited)		(Audited)
Assets
Cash equivalents and time deposits	$	11,468,670	$	8,665,829
Investment securities, available for sale		53,393,855		52,624,969
Loans receivable, net		84,986,412		86,178,498
Other real estate owned		0		434,000
Premises and equipment, net		3,753,712		3,876,969
Other assets		1,642,479		2,210,517
Total assets	$	155,245,128	$	153,990,782
Liabilities and Shareholders' Equity
Deposits	$	140,181,227	$	139,518,356
Other liabilities		909,183		833,395
Total liabilities		141,090,410		140,351,751
Total shareholders' equity		14,154,718		13,639,031
Total liabilities & shareholders' equity	$	155,245,128	$	153,990,782

Consolidated Statements of Operations

	For The Three Months Ended						For The Year Ended
	March 31,			March 31,			March 31,			March 31,
	2012			2011			2012			2011
	(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
Interest revenue	$	1,414,490		$	1,528,932		$	5,803,347		$	6,100,873
Interest expense		458,272			526,495			1,987,525			2,259,604
Net interest income		956,218			1,002,437			3,815,822			3,841,269
Provision for loan losses		81,000			44,012			292,099			234,519
Net interest income after provision for loan losses		875,218			958,425			3,523,723			3,606,750
Noninterest revenue		25,550			84,729			224,862			420,491
Noninterest expense		932,819			1,084,419			3,759,133			4,084,274
Income (loss) before tax expense		(32,051	)		(41,265	)		(10,548	)		(57,033	)
Income tax expense		0			0			0			0
Net income (loss) available to common shareholders	$	(32,051	)	$	(41,265	)	$	(10,548	)	$	(57,033	)
Earnings (loss) per common share	$	(0.06	)	$	(0.07	)	$	(0.02	)	$	(0.10	)
Earnings (loss) per common share - assuming dilution	$	(0.06	)	$	(0.07	)	$	(0.02	)	$	(0.10	)