On August 10, 2012, Polonia Bancorp, Polonia MHC, Polonia Bank and new Polonia Bancorp, Inc. entered into an Agency Agreement with Sandler O'Neill & Partners, L.P. ("Sandler O'Neill"), which will act as financial advisor during new Polonia Bancorp, Inc.'s stock offering and also assist in the marketing of new Polonia Bancorp, Inc.'s common stock during its stock offering.

The shares of common stock of new Polonia Bancorp, Inc. are being offered pursuant to a Registration Statement on Form S-1 (File No. 333-176759) filed by new Polonia Bancorp, Inc. under the Securities Act of 1933, as amended, and a related prospectus dated August 10, 2012. For a description of the fees to be paid to Sandler O'Neill pursuant to the Agency Agreement, see "The Conversion and Offering - Marketing Arrangements" in the prospectus. A copy of the Agency Agreement is included as Exhibit 1.1 to this report.

Item 9.01       Financial Statements and Exhibits.

                (d)         Exhibits

                Number      Description

                1.1         Agency Agreement between Polonia Bancorp, Polonia
                            MHC, Polonia Bank and new Polonia Bancorp, Inc. and
                            Sandler O'Neill & Partners, L.P., dated August 10,
                            2012.