UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~September~~October 1824, 2012

Patapsco Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

0-28032

52-1951797

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1301 Merritt Boulevard, Dundalk, Maryland 21222

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (410) 285-1010

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 260.425)

¨£ 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 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement

~~(a)~~ On ~~September~~October 18, 2012, ~~Patapsco~~the ~~Bancorp~~Company and its wholly owned subsidiary, ~~Inc.~~The Patapsco Bank (the “~~Company~~Bank”), each ~~determined~~entered tointo ~~dismiss~~a ~~ParenteBeard~~Written ~~LLC,~~Agreement ~~which~~(the ~~had~~“Agreement”) ~~previously~~with ~~served~~the ~~as independent~~Federal ~~auditors~~Reserve ~~for~~Bank of Richmond (the ~~Company,~~“FRB”) and ~~effective~~the ~~September~~Maryland ~~25,~~Commissioner ~~2012~~of Financial Regulation (the “Commissioner”). The ~~decision~~description toof ~~dismiss~~the ~~ParenteBeard~~Agreement ~~LLC~~set ~~was~~forth below ~~approved~~is qualified in its entirety by ~~the~~ ~~Company’s~~reference ~~Audit~~to ~~Committee~~such Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The ~~audit reports of ParenteBeard LLC on~~Agreement ~~the~~provides ~~consolidated financial statements of the Company for the years ended June 30, 2012 and 2011 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified~~ as to uncertainty, audit scope or accounting principles. During the two most recent fiscal years ended June 30, 2012 and 2011 and through the subsequent interim period preceding the date of ParenteBeard LLC ’s dismissal, there werefollows: (1) no disagreements between the Company and ParenteBeard LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of ParenteBeard LLC would have caused them to make reference thereto in their reports on the Company’s financial statements for such years, and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

~~The~~· ~~Company~~Within ~~has~~60 ~~provided~~days ~~ParenteBeard LLC a copy~~ of the ~~disclosures~~Agreement, inthe ~~this~~Board ~~Form~~of ~~8-K~~Directors ~~and~~of ~~has~~the ~~requested~~Bank ~~that~~must ~~ParenteBeard~~submit ~~LLC~~an ~~furnish~~acceptable itwritten ~~with~~plan ~~a letter addressed~~ to ~~the~~strengthen ~~Securities and~~Board ~~Exchange~~oversight ~~Commission~~of ~~stating whether or not it agrees with~~ the ~~Company’s~~management ~~statements~~and inoperations ~~this Item 4.01. A copy~~ of the ~~letter will be filed by amendment.~~Bank;

~~(b) On~~· ~~September~~Within ~~18, 2012,~~60 ~~the~~days ~~Audit Committee~~ of the ~~Company’s Board of Directors engaged TGM Group LLC as the Company’s independent registered public accounting firm~~Agreement, ~~effective September 25, 2012. During~~ the ~~Company’s~~Bank ~~fiscal~~must ~~years~~submit ~~ended~~an ~~June 30,~~acceptable ~~2012~~written ~~and~~plan ~~2011~~to ~~and~~strengthen ~~the~~credit ~~subsequent~~risk ~~interim~~management ~~period preceding the engagement of TGM Group LLC~~practices, ~~the~~including ~~Company~~strategies ~~did not consult with TGM Group LLC regarding: (1) the application of accounting principles~~ to alimit ~~specified~~and ~~transaction,~~reduce ~~either~~concentrations ~~completed~~in ~~or proposed;~~commercial ~~(2)~~real ~~the~~estate ~~type~~credit ~~of audit opinion that might be rendered on the Company’s financial statements,~~ and ~~TGM~~strategies ~~Group LLC did not provide any written report or oral advice that TGM Group LLC concluded was an important factor considered by the Company in reaching a decision as~~ to ~~any~~minimize ~~such~~credit ~~accounting,~~losses ~~auditing~~and orreduce ~~financial reporting issue; or (3) any matter that was either~~ the ~~subject~~level of aproblem ~~disagreement with ParenteBeard LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure or the subject of a reportable event.~~assets;

The Bank may not extend, renew, or restructure any credit to or for the benefit of any borrower whose loans have been criticized by the FRB and the Commissioner without the prior approval of a majority of the full Board of Directors or a designated committee thereof;

Within 60 days of the Agreement the Bank must submit an acceptable written plan designed to improve the Bank’s position through repayment, amortization, liquidation, additional collateral, or other means on each loan, relationship or other asset in excess of $600,000, including other real estate owned, that is past due as to principal or interest more than 90 days as of the date of the Agreement, is on the Bank’s problem loan list or was adversely classified by the FRB and the Commissioner, and submit such a plan with respect to each additional asset that subsequently meets such description within 30 days of such loan, relationship or other asset becoming past due as to principal or interest more than 90 days, being on the Bank’s problem loan list or being adversely classified by the FRB and the Commissioner;

Within 10 days of the Agreement, the Bank must eliminate from its books, by charge-off or collection, all assets or portions of assets classified “loss” in the report of examination that have not been previously collected in full or charged off;

The Bank must maintain a sound process for determining, documenting, and recording an adequate allowance for loan and lease losses (“ALLL”) in accordance with regulatory guidance and within 60 days of the Agreement submit an acceptable written program for the maintenance of an adequate ALLL;

Within 60 days of the Agreement the Company and the Bank must submit to the FRB and the Commissioner an acceptable joint written plan to maintain sufficient capital at the Bank;

Within 90 days of the Agreement, the Bank must submit to the FRB and the Commissioner a strategic plan to improve the Bank’s earnings and a budget for 2013, and the Bank must submit a strategic plan and budget for each calendar year subsequent to 2013 at least 30 days prior to the beginning of that calendar year;

The Company and the Bank may not declare or pay an dividends without the prior written approval of the FRB and the Director of the Division of Banking Supervision and Regulation of the Board of Governors (the “Director”) and, as to the Bank, the Commissioner;

The Company may not take any other form of payment representing a reduction in capital from the Bank without the prior written approval of the FRB and the Commissioner;

The Company and its nonbank subsidiaries may not make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without the prior written approval of the FRB and the Director;

The Company may not incur, increase or guarantee any debt without the prior written approval of the FRB;

The Company may not purchase or redeem any shares of its stock without the prior written approval of the FRB;

The Company and the Bank may not make any severance or indemnification payments without complying with regulatory requirements regarding such payments; and

The Company and the Bank must comply with prior regulatory notification requirements for any changes in directors or senior executive officers.

The Agreement will remain in effect until stayed, modified, terminated or suspended in writing by the FRB and the Commissioner.

Item 2.02

Results of Operations and Financial Condition

On October 24, 2012, Patapsco Bancorp, Inc. (the “Company”) announced its unaudited financial results for the three months ended September 30, 2012. For more information, reference is made to the Company’s press release dated October 24, 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

Number

Description

10.1

Written Agreement by and among Patapsco Bancorp, Inc., The Patapsco Bank, Federal Reserve Bank of Richmond and Maryland Commissioner of Financial Regulation

99.1

Press Release dated October 24, 2012

SIGNATURES

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, hereunto duly authorized.

	Patapsco Bancorp, Inc.
Date: September 24, 2012	By:	/s/ Michael J. Dee
Date: October 30, 2012	By:	/s/ John M. Wright
		Michael J. Dee
		John M. Wright
		President and Chief Executive Officer
		Senior Vice President and Chief Financial Officer

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