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 10, 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 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 10, 2012, Madison Bancorp, Inc. (the “Company”) announced its unaudited financial results for the three months ended June 30, 2012.  For more information, reference is made to the Company’s press release dated August 10, 2012, 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 10, 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:  August 10, 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 June 30, 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 profit of $70,000 or $0.12 per basic and diluted common share for the three months ended June 30, 2012 as compared to a net loss of $39,000 or ($0.07) per basic and diluted common share for the three months ended June 30, 2011.

During the three months ended June 30, 2012 the Company benefited from decreases in both interest and noninterest expenses as compared to the three months ended June 30, 2011. The Company also benefited from gains on the sale of investment securities and completed the sale of its entire ground rent portfolio in the three months ended June 30, 2012.

Total assets increased $2.0 million to $157.2 million at June 30, 2012 from $155.2 million at March 31, 2012.  Total deposits increased to $141.5 million at June 30, 2012 from $140.2 million at March 31, 2012.

President and Chief Executive Officer Michael P. Gavin commented, “We are greatly encouraged by the progress achieved in the most recently completed quarter as compared to the previous year. While we are pleased with the improvement in our operating results, having shown a profit for this quarter, highlighted by expense reductions and disposition of the ground rent portfolio, we must be practical and consider the many challenges facing the banking industry as a whole, including the continuing low interest rate environment and the uncertainty of our current economic environment.  We will, however continue to focus on asset quality, manage our expenses and provide quality banking services to our customers.”

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
		June 30,	March 31,
		2012	2012
		(Unaudited)	(Audited)
Assets
Cash equivalents and time deposits	$	11,307,908	$                   11,473,188
Investment securities, available for sale		57,412,219	53,389,337
Loans receivable, net		83,450,861	84,986,411
Other real estate owned		0	0
Premises and equipment, net		3,700,825	3,753,712
Other assets		1,316,944	1,642,479
Total assets	$	157,188,757	$                 155,245,127
Liabilities and Shareholders' Equity
Deposits	$	141,459,035	$                 140,181,227
Other liabilities		1,393,385	909,182
Total liabilities		142,852,420	141,090,409
Total shareholders' equity		14,336,337	14,154,718
Total liabilities & shareholders' equity		$157,188,757	$                 155,245,127

Consolidated Statements of Operations
	For The Three Months Ended
	June 30,	June 30,
	2012	2011
	(Unaudited)	(Unaudited)
Interest revenue	$                 1,381,914	$                      1,486,952
Interest expense	438,963	522,751
Net interest income	942,951	964,201
Provision for loan losses	104,000	46,000
Net interest income after provision for loan losses	838,951	918,201
Noninterest revenue	147,691	44,714
Noninterest expense	916,297	1,002,142
Income (loss) before tax expense	70,345	(39,227)
Income tax expense	0	0
Net income (loss) available to common shareholders	$                      70,345	($39,227)
Earnings (loss) per common share	$                           0.12	($0.07)
Earnings (loss) per common share - assuming dilution	$                           0.12	($0.07)