Item 8.01 Other Events.

On September 28, 2012, Polonia Bancorp (the "Company"), holding company for Polonia Bank, announced that the Company's Plan of Conversion and Reorganization was approved by members of Polonia MHC and the shareholders of the Company at separate meetings held on September 27, 2012.

The Company also announced that new Polonia Bancorp, Inc. has received orders to purchase common stock sufficient to complete the offering being conducted in connection with the second-step conversion of Polonia Bank. A total of 1,307,253 shares of common stock will be sold in the subscription and community offering at $8.00 per share, including 88,239 shares to be purchased by the Polonia Bank Employee Stock Ownership Plan. The conversion and offering are expected to be completed on October 3, 2012.

A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number Description

99.1 Press Release dated September 28, 2012