**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-QSB**





(Mark
      One)


x
                QUARTERLY
                    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                    ACT OF
                    1934





For
      the
      quarterly period ended September 30, 2007





OR





o
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934





For
      the
      transition period from ______________ to _____________





Commission
      file number: **333-146071**





**Profile
      Bancorp, Inc.**


(Exact
      name of registrant as specified in its charter)


**Federal**
              ****
              **To
                  Be Applied For**(State
                  or other jurisdiction of incorporation ororganization)
              
              (I.R.S.
                  Employer Identification
                  No.)**45
                  Wakefield Street, Rochester, New
                  Hampshire**
              
              **03867**(Address
                  of principal executive
                  offices)
              
              (Zip
                  Code)




**(603)
      332-2610**


(Registrant’s
      telephone number, including area code)




**N/A** ****


(Former
      name, former address and former fiscal year, if changed since last
      report)





Check
      whether the issuer: (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.


Yes
o No
x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
o No
x





As
      of
      December 20, 2007, there were no shares of the registrant’s common stock
      outstanding.







**Explanatory
      Note**





Profile
      Bancorp, Inc. (the “Company”) filed a registration statement on Form SB-2 (the
“Registration Statement”) with the Securities and Exchange Commission (“SEC”),
      which the SEC declared effective on November 9, 2007. The Registration
      Statement included financial statements for the quarter ended June 30,
      2007. Therefore, the Company is filing this Form 10-QSB pursuant to Rule 13a-13
      of the Securities Exchange Act of 1934, as amended, in order to file financial
      statements for the first fiscal quarter subsequent to the quarter reported
      in
      the Registration Statement.





**PROFILE
      BANCORP, INC.**


**Table
      of Contents**





**Page
                No.****Part
                I. Financial Information**Item
                1.
            
            Financial
                Statements
            
            1Balance
                Sheets at September 30, 2007 (unaudited) and December 31,
                2006
            
            1Statements
                of Income for the Three and Nine Months Ended September 30, 2007
                and 2006
                (unaudited)
            
            2Statements
                of Cash Flows for the Nine Months Ended September 30, 2007 and 2006
                (unaudited)
            
            3Notes
                to Financial Statements
            
            4Item
                2.
            
            Management’s
                Discussion and Analysis or Plan of Operation
            
            6Item
                3.
            
            Controls
                and Procedures
            
            12**Part
                II. Other Information**Item
                1.
            
            Legal
                Proceedings
            
            12Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            12Item
                3.
            
            Defaults
                Upon Senior Securities
            
            12Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            12Item
                5.
            
            Other
                Information
            
            12Item
                6.
            
            Exhibits
            
            13Signatures
            
            14







**PART
              I.**
            **FINANCIAL
                INFORMATION**




**Item
              1.**
            **Financial
                Statements**




Profile
      Bancorp, Inc. has not yet been organized and will be formed upon completion
      of
      the mutual holding company reorganization of Profile Bank, FSB (“Profile Bank”
or the “Bank”). After completion of the reorganization, the Company will become
      the federally chartered mid-tier stock holding company of the Bank and will
      own
      all of the Bank’s capital stock. The Company is not currently an operating
      company and, therefore, the information presented in this report is for the
      Bank.




PROFILE
      BANK, FSB





CONDENSED
      BALANCE SHEETS


(In
      Thousands)


September
                  30,
              
              December
                  31,2007
              
              2006ASSETS
              
              (unaudited)Cash
                  and due from banks
              
              $
              4,080
              
              $
              4,410Money
                  market mutual funds
              
              
              182
              
              
              247Federal
                  Home Loan Bank overnight deposits
              
              
              1,344
              
              
              135Total
                  cash and cash equivalents
              
              
              5,606
              
              
              4,792Interest-bearing
                  time deposits in other banks
              
              
              1,980
              
              
              1,982Investments
                  in available-for-sale securities, (at fair value)
              
              
              5,014
              
              
              16,509Investments
                  in held-to-maturity securities (fair values of$12,679
                  as of September 30, 2007 and $17,267 as of December 31,
                  2006)
              
              
              14,418
              
              
              17,650Federal
                  Home Loan Bank stock, at cost
              
              
              932
              
              
              932Loans
                  held-for-sale
              
              
              -
              
              
              117Loans,
                  net of allowance for loan losses of $468 as ofSeptember
                  30, 2007 and December 31, 2006
              
              
              102,658
              
              
              96,843Premises
                  and equipment
              
              
              4,844
              
              
              3,160Investment
                  in real estate
              
              
              679
              
              
              665Accrued
                  interest receivable
              
              
              517
              
              
              422Cash
                  surrender value of life insurance policies
              
              
              75
              
              
              74Deferred
                  tax asset, net
              
              
              424
              
              
              389Income
                  taxes receivable
              
              
              -
              
              
              72Other
                  assets
              
              
              440
              
              
              137Total
                  assets
              
              $
              137,587
              
              $
              143,744LIABILITIES
                  AND EQUITYDeposits:Noninterest-bearing
              
              $
              9,999
              
              $
              8,886Interest-bearing
              
              
              104,576
              
              
              100,672Total
                  deposits
              
              
              114,575
              
              
              109,558Federal
                  Home Loan Bank advances
              
              
              1,600
              
              
              13,500Income
                  taxes payable
              
              
              26
              
              
              -Other
                  liabilities
              
              
              740
              
              
              702Total
                  liabilities
              
              
              116,941
              
              
              123,760Commitments
                  and contingenciesEquity:Retained
                  earnings
              
              
              20,830
              
              
              20,180Accumulated
                  other comprehensive loss
              
              
              (184
              )
              
              (196
              )Total
                  equity
              
              
              20,646
              
              
              19,984Total
                  liabilities and equity
              
              $
              137,587
              
              $
              143,744
  The
          accompanying notes are an integral part of these condensed financial
          statements.
  1


PROFILE
      BANK, FSB





CONDENSED
      STATEMENTS OF INCOME


(In
      Thousands)





Three
                Months
            
            Nine
                Months EndedEnded
                September 30,
            
            September
                30,2007
            
            2006
            
            2007
            
            2006(unaudited)Interest
                and dividend income:Interest
                and fees on loans
            
            $
            1,658
            
            $
            1,459
            
            $
            4,836
            
            $
            4,166Interest
                on debt securities:Taxable
            
            
            229
            
            
            401
            
            
            830
            
            
            1,236Tax-exempt
            
            
            27
            
            
            29
            
            
            91
            
            
            69Dividends
                on Federal Home Loan Bank stock
            
            
            15
            
            
            21
            
            
            43
            
            
            46Other
                interest income
            
            
            16
            
            
            21
            
            
            71
            
            
            45Total
                interest and dividend income
            
            
            1,945
            
            
            1,931
            
            
            5,871
            
            
            5,562Interest
                expense:Interest
                on deposits
            
            
            728
            
            
            570
            
            
            2,046
            
            
            1,566Interest
                on Federal Home Loan Bank advances
            
            
            38
            
            
            170
            
            
            262
            
            
            477Total
                interest expense
            
            
            766
            
            
            740
            
            
            2,308
            
            
            2,043Net
                interest and dividend income
            
            
            1,179
            
            
            1,191
            
            
            3,563
            
            
            3,519Provision
                for loan losses
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                interest and dividend income after provisionfor
                loan losses
            
            
            1,179
            
            
            1,191
            
            
            3,563
            
            
            3,519Noninterest
                income:Fees
                and charges on deposit accounts
            
            
            56
            
            
            57
            
            
            169
            
            
            173Fees
                and service charges on loans
            
            
            3
            
            
            7
            
            
            37
            
            
            35Net
                gain (loss) on sales of available-for-sale securities
            
            
            -
            
            
            -
            
            
            1
            
            
            (4
            )Other
                service charges and fees
            
            
            25
            
            
            24
            
            
            62
            
            
            63Other
                income
            
            
            17
            
            
            19
            
            
            56
            
            
            57Total
                noninterest income
            
            
            101
            
            
            107
            
            
            325
            
            
            324Noninterest
                expense:Salaries
                and employee benefits
            
            
            488
            
            
            421
            
            
            1,439
            
            
            1,304Occupancy
                expense
            
            
            69
            
            
            57
            
            
            203
            
            
            169Equipment
                expense
            
            
            39
            
            
            43
            
            
            122
            
            
            129Data
                processing
            
            
            81
            
            
            78
            
            
            256
            
            
            238Advertising
                expense
            
            
            26
            
            
            55
            
            
            126
            
            
            229Supplies
            
            
            27
            
            
            24
            
            
            65
            
            
            65Directors
                compensation
            
            
            13
            
            
            23
            
            
            83
            
            
            74Insurance
                expense
            
            
            21
            
            
            19
            
            
            65
            
            
            58Other
                expense
            
            
            148
            
            
            100
            
            
            487
            
            
            419Total
                noninterest expense
            
            
            912
            
            
            820
            
            
            2,846
            
            
            2,685Income
                before income tax expense
            
            
            368
            
            
            478
            
            
            1,042
            
            
            1,158Income
                tax expense
            
            
            161
            
            
            169
            
            
            392
            
            
            413Net
                income
            
            $
            207
            
            $
            309
            
            $
            650
            
            $
            745




The
      accompanying notes are an integral part of these
      condensed financial statements.




2




PROFILE
      BANK, FSB


CONDENSED
      STATEMENTS OF CASH FLOW


(In
      Thousands)


Nine
                  Months EndedSeptember
                  302007
              
              2006(unaudited)Cash
                  flows from operating activities:Net
                  income
              
              $
              650
              
              $
              745Adjustments
                  to reconcile net income to net cashprovided
                  by operating activities:Net
                  (gain) loss on sales of available-for-sale securities
              
              
              (1
              )
              
              4Net
                  amortization of securities
              
              
              40
              
              
              55Decrease
                  (increase) in loans held-for-sale
              
              
              117
              
              
              (162
              )Change
                  in deferred loan origination fees, net
              
              
              (19
              )
              
              (2
              )Depreciation
                  and amortization
              
              
              100
              
              
              124Benefit
                  from bank owned life insurance
              
              
              (1
              )
              
              -(Increase)
                  decrease in accrued interest receivable
              
              
              (95
              )
              
              24Increase
                  in other assets
              
              
              (303
              )
              
              (13
              )Deferred
                  tax benefit
              
              
              (43
              )
              
              (38
              )Decrease
                  in taxes receivable
              
              
              72
              
              
              112Increase
                  in taxes payable
              
              
              26
              
              
              69(Decrease)
                  increase in accrued interest payable
              
              
              (34
              )
              
              18Increase
                  in other liabilities
              
              
              71
              
              
              126Net
                  cash provided by operating activities
              
              
              580
              
              
              1,062Cash
                  flows from investing activities:Purchases
                  of interest-bearing time deposits in other banks
              
              
              (793
              )
              
              (200
              )Proceeds
                  from maturities of interest-bearing time deposits in other
                  banks
              
              
              795
              
              
              300Purchases
                  of available-for-sale securities
              
              
              (169
              )
              
              (415
              )Proceeds
                  from sales of available-for-sale securities
              
              
              10,778
              
              
              2,416Proceeds
                  from maturities of available-for-sale securities
              
              
              895
              
              
              1,169Purchases
                  of held-to-maturity securities
              
              
              -
              
              
              (2,420
              )Proceeds
                  from maturities of held-to-maturity securities
              
              
              3,205
              
              
              5,497Purchases
                  of Federal Home Loan Bank stock
              
              
              -
              
              
              (6
              )Loan
                  originations and principal collections, net
              
              
              (5,796
              )
              
              (10,577
              )Capital
                  expenditures - premises and equipment
              
              
              (1,798
              )
              
              (668
              )Net
                  cash provided by (used in) investing activities
              
              
              7,117
              
              
              (4,904
              )Cash
                  flows from financing activities:Net
                  decrease in demand deposits, savings and NOW deposits
              
              
              (570
              )
              
              (6,286
              )Net
                  increase in time deposits
              
              
              5,587
              
              
              10,352Net
                  change in short-term advances from Federal Home Loan Bank
              
              
              (8,900
              )
              
              (2,700
              )Long-term
                  advances from Federal Home Loan Bank
              
              
              -
              
              
              3,000Payments
                  on long-term advances from Federal Home Loan Bank
              
              
              (3,000
              )
              
              (200
              )Net
                  cash (used in) provided by financing activities
              
              
              (6,883
              )
              
              4,166Net
                  increase in cash and cash equivalents
              
              
              814
              
              
              324Cash
                  and cash equivalents at beginning of period
              
              
              4,792
              
              
              6,220Cash
                  and cash equivalents at end of period
              
              $
              5,606
              
              $
              6,544Supplemental
                  disclosures:Interest
                  paid
              
              $
              2,342
              
              $
              2,025Income
                  taxes paid
              
              
              337
              
              
              270
  The
          accompanying notes are an integral part of these financial
          statements.
  3


**PROFILE
      BANK, FSB**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**








NOTES
      TO CONDENSED FINANCIAL STATEMENTS - (UNAUDITED)





**NOTE
      1 - BASIS OF PRESENTATION**





The
      accompanying unaudited condensed financial statements have been prepared in
      accordance with generally accepted accounting principles for interim financial
      statements and the instructions to Form 10-QSB, and accordingly do not include
      all of the information and footnotes required by generally accepted accounting
      principles for complete financial statements. In the opinion of management,
      the
      accompanying unaudited condensed financial statements reflect all adjustments
      necessary, consisting of only normal recurring accruals, to present fairly
      the
      financial position, results of operations and cash flows of Profile
      Bank, FSB for the periods presented. In preparing the interim financial
      statements, management is required to make estimates and assumptions that affect
      the reported amounts of assets and liabilities as of the date of the balance
      sheet and revenues and expenses for the period. Actual results could differ
      significantly from those estimates. The interim results of operations are not
      necessarily indicative of the results to be expected for the year ending
      December 31, 2007.





**NOTE
      2 - RECENT ACCOUNTING PRONOUNCEMENTS**





In
      February 2006, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      155, "Accounting for Certain Hybrid Instruments" (SFAS 155), which permits,
      but
      does not require, fair value accounting for any hybrid financial instrument
      that
      contains an embedded derivative that would otherwise require bifurcation in
      accordance with SFAS 133. The statement also subjects beneficial interests
      issued by securitization vehicles to the requirements of SFAS No. 133. The
      statement is effective as of January 1, 2007. The adoption of SFAS 155 is not
      expected to have a material impact on the Bank’s financial condition and results
      of operations.





In
      March
      2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial
      Assets- an amendment of FASB Statement No. 140” (SFAS 156). SFAS 156 requires an
      entity to recognize a servicing asset or servicing liability each time it
      undertakes an obligation to service a financial asset by entering into a
      servicing contract in specific situations. Additionally, the servicing asset
      or
      servicing liability shall be initially measured at fair value; however, an
      entity may elect the “amortization method” or “fair value method” for subsequent
      balance sheet reporting periods. SFAS 156 is effective as of an entity’s first
      fiscal year beginning after September 15, 2006. Early adoption is permitted
      as
      of the beginning of an entity’s fiscal year, provided the entity has not yet
      issued financial statements, including interim financial statements, for any
      period of that fiscal year. The Bank does not expect the adoption of this
      statement to have a material impact on its financial condition, results of
      operations or cash flows.





In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes - an interpretation of FASB Statement 109” (FIN 48). FIN 48
      prescribes a recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken, or expected
      to be
      taken, in a tax return and provides guidance on derecognition, classification,
      interest and penalties, accounting in interim periods, disclosure and
      transition. FIN 48 is effective for fiscal years beginning after December 15,
      2006. The adoption of FIN 48 did not have a material impact on the Bank’s
      financial statements.





In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
      157). SFAS 157 defines fair value, establishes a framework for measuring fair
      value under generally accepted accounting principles (GAAP) and enhances
      disclosures about fair value measurements. SFAS 157 retains the exchange price
      notion and clarifies that the exchange price is the price that would be received
      for an asset or paid to transfer a liability (an exit price) in an orderly
      transaction between market participants on the measurement date. SFAS 157 is
      effective for the Bank’s financial statements for the year beginning on January
      1, 2008, with earlier adoption permitted. The Bank does not expect the adoption
      of this statement to have a material impact on its financial condition and
      results of operations.




4





In
      September 2006, the FASB ratified the consensus reached by the Emerging Issues
      Task Force (“EITF”) on Issue No. 06-4 “Accounting for Deferred Compensation and
      Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
      Arrangements,” (EITF Issue 06-4). EITF 06-4 requires companies with an
      endorsement split-dollar life insurance arrangement to recognize a liability
      for
      future postretirement benefits. The effective date is for fiscal years beginning
      after December 15, 2007, with earlier application permitted. Companies should
      recognize the effects of applying this issue through either (a) a change in
      accounting principle through a cumulative effect adjustment to retained earnings
      or (b) a change in accounting principle through retrospective application to
      all
      periods. The Bank is currently evaluating and has not yet determined the impact
      the new EITF is expected to have on its financial position, results of
      operations or cash flows.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities including an amendment of FASB
      Statement No. 115” (SFAS 159). SFAS 159 permits entities to choose to measure
      many financial instruments and certain other items at fair value that are not
      currently required to be measured at fair value. The objective is to improve
      financial reporting by providing entities with the opportunity to mitigate
      volatility in reported earnings caused by measuring related assets and
      liabilities differently without having to apply complex hedge accounting
      provisions. This Statement also establishes presentation and disclosure
      requirements designed to facilitate comparisons between entities that choose
      different measurement attributes for similar types of assets and liabilities.
      The new standard is effective at the beginning of the Bank’s fiscal year
      beginning January 1, 2008, and early application may be elected in certain
      circumstances. The Bank is currently evaluating and has not yet determined
      the
      impact the new standard is expected to have on its financial position, results
      of operations or cash flows.





**NOTE
      3 - MUTUAL HOLDING COMPANY REORGANIZATION AND MINORITY STOCK ISSUANCE**





On
      June
      19, 2007, as amended and restated on October 30, 2007 and December 11, 2007,
      the
      Board of Directors of Profile Bank, FSB unanimously adopted a Plan of
      Reorganization and Stock Issuance (the “Plan of Reorganization”). Pursuant to
      the Plan of Reorganization, which will be voted on by the Bank’s members at a
      special meeting of members to be held on December 21, 2007, the Bank will:
      (i)
      convert to a stock savings bank (“Stock Bank”) as the successor to the Bank in
      its current mutual form; (ii) organize the Company as a federally chartered
      corporation that will own 100% of the common stock of the Stock Bank; and (iii)
      organize Profile Bancorp MHC (the “MHC”) as a federally chartered mutual holding
      company that will own at least 51% of the common stock of the Company so long
      as
      the MHC remains in existence. The Stock Bank will succeed to the business and
      operations of the Bank in its mutual form and the Company will sell a minority
      interest in its common stock in a public stock offering.





Following
      the completion of the reorganization, all depositors who had membership or
      liquidation rights with respect to the Bank as of the effective date of the
      reorganization will continue to have such rights solely with respect to the
      MHC
      so long as they continue to hold deposit accounts with the Bank. In addition,
      all persons who become depositors of the Bank subsequent to the reorganization
      will have such membership and liquidation rights with respect to the
      MHC.





The
      Company is offering to the public shares of common stock representing a minority
      ownership of the Company. The price of the common stock is based upon the
      estimated pro forma market value of the Bank as determined by an independent
      appraisal. The MHC will maintain the majority ownership of the Company. In
      connection with the reorganization, Profile Bancorp intends to establish Profile
      Bank Charitable Foundation (the “Foundation”). The Foundation will be funded
      with Profile Bancorp common stock and cash in amount equal to 8.0% of the stock
      sold in the offering.





Costs
      incurred in connection with the offering will be recorded as a reduction of
      the
      proceeds from the offering. If the transaction is not consummated, all costs
      incurred in connection with the transaction will be expensed. At September
      30,
      2007, reorganization costs of approximately $303,000 were incurred in connection
      with the reorganization.





**NOTE
      4 - SUBSEQUENT EVENTS**





On
      December 11, 2007, the Company announced
      that it completed its subscription offering to depositors and eligible borrowers
      on December 7, 2007, and that it had extended the community offering. In order
      to consummate the offering, the Company must sell a minimum of 1,099,050 shares
      at $10 per share. Subject to market conditions, independent appraiser review
      and
      regulatory approval, the Company expects to sell in the aggregate approximately
      1,099,050 shares, which is the minimum of the offering range, in the
      subscription and community offering. The Company may terminate the community
      offering at any time upon receiving subscriptions at the minimum of the offering
      range without further notice.




5





In
      addition, the Company increased the individual purchase limitation to 30,000
      shares ($300,000) and the group purchase limitation to up to 5% of the common
      stock sold in the offering (54,952 shares at the minimum of the offering
      range).





**Item
      2.**  **Management’s
      Discussion and Analysis or Plan of Operation**





**General**





Profile
      Bank operates as a community-oriented financial institution offering a variety
      of deposit and loan products primarily to individuals and small businesses
      located in Strafford, Belknap and Carroll Counties, New Hampshire. The Bank
      operates from three full-service locations, including our main office in
      Rochester, New Hampshire and our branch offices in Alton and Sanbornville,
      New
      Hampshire.





Management’s
      discussion and analysis or plan of operation at and for the three and nine
      months ended September 30, 2007 and 2006 is intended to assist in understanding
      the financial condition and results of operations of the Bank. The information
      contained in this section should be read in conjunction with the financial
      statements and the notes thereto, appearing in Part I, Item 1 of this quarterly
      report on Form 10-QSB.





**Forward-Looking
      Statements**





This
      report contains forward-looking statements that are based on assumptions and
      may
      describe future plans, strategies and expectations of the Bank. These
      forward-looking statements are generally identified by use of the words
“believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar
      expressions. The Bank’s ability to predict results or the actual effect of
      future plans or strategies is inherently uncertain. Factors which could have
      a
      material adverse effect on the operations of the Bank include, but are not
      limited to, changes in interest rates, national and regional economic
      conditions, legislative and regulatory changes, monetary and fiscal policies
      of
      the U.S. government, including policies of the U.S. Treasury and the Federal
      Reserve Board, the quality and composition of the loan or investment portfolios,
      demand for loan products, deposit flows, competition, demand for financial
      services in the Bank’s market area, changes in real estate market values in the
      Bank’s market area, and changes in relevant accounting principles and
      guidelines. Additionally, other risks and uncertainties are described in the
      Company’s registration statement on Form SB-2 filed with the Securities and
      Exchange Commission (the “SEC”) which is available through the SEC’s website at www.sec.gov .
      These
      risks and uncertainties should be considered in evaluating forward-looking
      statements and undue reliance should not be placed on such statements. Except
      as
      required by applicable law or regulation, the Bank does not undertake, and
      specifically disclaims any obligation, to release publicly the result of any
      revisions that may be made to any forward-looking statements to reflect events
      or circumstances after the date of the statements or to reflect the occurrence
      of anticipated or unanticipated events.





**Critical
      Accounting Policies**




Certain
      accounting policies involve significant judgments and assumptions by us that
      have a material impact on the carrying value of certain assets and liabilities.
      We consider these accounting policies to be critical accounting policies. The
      judgments and assumptions we use are based on historical experience and other
      factors, which we believe to be reasonable under the circumstances. Actual
      results could differ from these judgments and estimates under different
      conditions, resulting in a change that could have a material impact on the
      carrying values of our assets and liabilities and our results of operations.




***Allowance
      for Loan Losses*** **.** ****** The
      allowance for loan losses is established as losses are estimated to have
      occurred through a provision for loan losses charged to earnings. Loan losses
      are charged against the allowance when management believes the uncollectibility
      of a loan balance is confirmed. Subsequent recoveries, if any, are credited
      to
      the allowance.




6




The
      allowance for loan losses is evaluated on a regular basis by management and
      is
      based upon management’s periodic review of the collectibility of the loans in
      light of historical experience, the nature and volume of the loan portfolio,
      adverse situations that may affect the borrower’s ability to repay, estimated
      value of any underlying collateral and prevailing economic conditions. This
      evaluation is inherently subjective as it requires estimates that are
      susceptible to significant revision as more information becomes available.




A
      loan is
      considered impaired when, based on current information and events, it is
      probable that the Bank will be unable to collect the scheduled payments of
      principal or interest when due according to the contractual terms of the loan
      agreement. Factors considered by management in determining impairment include
      payment status, collateral value, and the probability of collecting scheduled
      principal and interest payments when due. Loans that experience insignificant
      payment delays and payment shortfalls generally are not classified as impaired.
      Management determines the significance of payment delays and payment shortfalls
      on a case-by-case basis, taking into consideration all of the circumstances
      surrounding the loan and the borrower, including the length of the delay, the
      reasons for the delay, the borrower’s prior payment record, and the amount of
      the shortfall in relation to the principal and interest owed. Impairment is
      measured on a loan by loan basis for commercial and construction loans by either
      the present value of expected future cash flows discounted at the loan’s
      effective interest rate, the loan’s obtainable market price, or the fair value
      of the collateral if the loan is collateral dependent.




Large
      groups of smaller balance homogeneous loans are collectively evaluated for
      impairment. Accordingly, the Bank does not separately identify individual
      consumer and residential loans for impairment disclosures.





**Comparison
      of Financial Condition at September 30, 2007 and December 31, 2006**




Total
      assets decreased $6.1 million, or 4.3%, from $143.7 million at December 31,
      2006 to $137.6 million at September 30, 2007, primarily due to a decrease
      in investment securities, partially offset by an increase in net loans and
      premises and equipment. Securities available-for-sale decreased $11.5 million,
      or 69.7%, from $16.5 million at December 31, 2006 to $5.0 million at
      September 30, 2007 as we continued our strategy, which began in 2005, of
      disposing of our equity securities, and, in particular, our mutual fund
      securities portfolio. Securities held-to-maturity decreased $3.3 million, or
      18.6%, from $17.7 million at December 31, 2006 to $14.4 million at
      September 30, 2007. Principal payments received as well as proceeds from
      sales and maturities of securities were utilized to pay off Federal Home Loan
      Bank advances and to fund loans. Net loans increased $5.8 million, or 6.0%,
      from
      $96.8 million at December 31, 2006 to $102.7 million at September 30,
      2007. Premises and equipment increased by $1.6 million at September 30,
      2007 when compared to December 31, 2006.




Total
      liabilities decreased $6.9 million, or 5.6%, from $123.8 million at
      December 31, 2006 to $116.9 million at September 30, 2007, primarily
      due to a decrease in Federal Home Loan Bank advances partially offset by an
      increase in deposits. Federal Home Loan Bank advances decreased $11.9 million,
      or 88.1%, from $13.5 million at December 31, 2006 to $1.6 million at
      September 30, 2007, as funds received from sales, maturities and paydowns
      of securities and increases in deposits were utilized to paydown advances.
      Deposits increased $5.0 million, or 4.6%, from $109.6 million at
      December 31, 2006 to $114.6 million at September 30, 2007.




Total
      equity increased $662,000, or 3.3%, from $20.0 million at December 31, 2006
      to $20.6 million at September 30, 2007, primarily due to net income for the
      period of $650,000, and a $12,000 decrease in accumulated other comprehensive
      loss.





**Comparison
      Of Operating Results For The Three and Nine Months Ended September 30, 2007
      and
      2006**




***General.***   Net
      income decreased $102,000, or 33.0%, to $207,000 for the three months ended
      September 30, 2007 compared to the same period in the prior year. Net
      income decreased for the three months ended September 30, 2007 due
      primarily to decreases in net interest and dividend income and an increase
      in
      noninterest expense. Net interest and dividend income decreased primarily as
      a
      result of higher interest expense on interest-bearing liabilities.




Net
      income decreased $95,000, or 12.8%, to $650,000 for the nine months ended
      September 30, 2007 compared to the same period in the prior year. Net
      income decreased for the nine months ended September 30, 2007 due primarily
      to an increase in noninterest expense, partially offset by an increase in net
      dividend and interest income. Noninterest expense increased primarily as a
      result of an increase in compensation and benefits and other expense.




7





***Net
      Interest and Dividend Income.*** The
      following table summarizes changes in interest and dividend income and interest
      expense for the three and nine months ended September 30, 2007 and
      2006.





**(Dollars
                in thousands)**
            
            **Three****Months**
            
            
            
            **Nine****Months****Ended****September
                30,**
            
            
            
            **Ended****September
                30,****2007**
            
            **2006**
            
            **%
                Change**
            
            **2007**
            
            **2006**
            
            **%
                Change****Components
                of net interest income**Loans
            
            $
            1,658
            
            $
            1,459
            
            
            13.64
            %
            $
            4,836
            
            $
            4,166
            
            
            16.08
            %Securities
                (1)
            
            
            289
            
            
            470
            
            
            (38.51
            )
            
            1,024
            
            
            1,396
            
            
            (26.65
            )Other
                interest-earning assets
            
            
            16
            
            
            21
            
            
            (23.81
            )
            
            71
            
            
            45
            
            
            57.78Total
                interest income
            
            
            1,963
            
            
            1,950
            
            
            0.67
            
            
            5,931
            
            
            5,607
            
            
            5.78Deposits
            
            
            728
            
            
            570
            
            
            27.72
            
            
            2,046
            
            
            1,566
            
            
            30.65Borrowings
            
            
            38
            
            
            170
            
            
            (77.65
            )
            
            262
            
            
            477
            
            
            (45.07
            )Total
                interest expense
            
            
            766
            
            
            740
            
            
            3.51
            
            
            2,308
            
            
            2,043
            
            
            12.97Net
                interest income
            
            $
            1,197
            
            $
            1,210
            
            
            (1.07
            )
            $
            3,623
            
            $
            3,564
            
            
            1.66**Average
                yields and rates paid**Interest-earning
                assets (1)
            
            
            6.20
            %
            
            5.83
            %
            
            6.35
            %
            
            6.10
            %
            
            5.64
            %
            
            0.46
            %Interest-bearing
                liabilities
            
            
            2.93
            
            
            2.66
            
            
            10.15
            
            
            2.86
            
            
            2.44
            
            
            0.42Interest
                rate spread
            
            
            3.27
            
            
            3.17
            
            
            3.15
            
            
            3.24
            
            
            3.20
            
            
            0.04Net
                interest margin
            
            
            3.78
            
            
            3.62
            
            
            4.42
            
            
            3.73
            
            
            3.58
            
            
            0.15**Average
                balances**Loans
            
            $
            101,581
            
            $
            92,349
            
            
            10.00
            %
            $
            99,459
            
            $
            89,066
            
            
            11.67
            %Investment
                securities
            
            
            23,675
            
            
            39,630
            
            
            (40.26
            )
            
            28,078
            
            
            42,106
            
            
            (33.32
            )Other
                interest-earning assets
            
            
            1,424
            
            
            1,835
            
            
            (22.40
            )
            
            2,049
            
            
            1,494
            
            
            37.15Deposits
            
            
            101,871
            
            
            98,752
            
            
            3.16
            
            
            101,042
            
            
            98,773
            
            
            2.30Borrowings
            
            
            2,878
            
            
            12,564
            
            
            (77.09
            )
            
            6,529
            
            
            12,791
            
            
            (48.96
            )





(1) Interest
      income and yield are stated on a fully tax-equivalent basis using a 39.61%
      tax
      rate.




Net
      interest and dividend income for the three months ended September 30, 2007
      totaled $1.2 million compared to $1.2 million for the same period in 2006.
      This
      represents a decrease of $13,000, or 1.1%. The decrease is primarily due to
      the
      increase in interest expense on deposits, partially offset by the increase
      in
      interest and fees on loans. Interest income increased primarily as a result
      of
      an increase in the average yield on interest-earning assets from 5.83% to 6.20%.
      Increases in the average yield were primarily the result of increases in market
      interest rates. **** The
      average balance of loans increased $9.2 million, or 10.0% during the period
      as
      did the average yield on loans, from 6.32% during the 2006 period to 6.53%
      in
      2007. Offsetting the increase in interest and dividend income was an increase
      in
      interest expense. Interest expense increased as a result of a $9.0 million,
      or
      22.8% increase in the average balance of time deposits and a 69 basis point
      increase in the average rate paid on time deposits. Time deposits increased
      due
      to higher interest rates compared to other deposit products and the increasing
      interest rate environment resulted in an increase in the average rate paid
      on
      time deposits.




Net
      interest and dividend income for the nine months ended September 30, 2007
      increased by $59,000, or 1.7%, to $3.6 million compared to the same period
      in
      2006. The increase is primarily due to the increase in interest and fees on
      loans partially offset by the increase in interest expense on deposits. Interest
      income increased primarily as a result of an increase in the average yield
      on
      interest-earning assets from 5.64% to 6.10%. Increases in the average yield
      were
      primarily the result of increases in market interest rates. **** The
      average balance of loans increased $10.4 million, or 11.67%, during the period
      as did the average yield on loans, from 6.24% during the 2006 period to 6.48%
      in
      2007. Partially offsetting the increase in interest and dividend income was
      an
      increase in interest expense. Interest expense increased as a result of a $11.3
      million, or 31.6%, increase in the average balance of time deposits and a 95
      basis point increase in the average rate paid on time deposits. Time deposits
      increased due to higher interest rates compared to other deposit products,
      and
      the increasing interest rate environment resulted in an increase in the average
      rate paid on time deposits.




8





***Provision
      for Loan Losses.*** We did
      not record a provision for loan losses for the three and nine months ended
      September 30, 2007 and 2006. The lack of provision during these periods
      reflects management’s assessment of charge-off activity, decreased
      non-performing loans and improved loan delinquencies.





The
      following table summarizes the activity in the allowance for loan losses for
      the
      three and six months ended September 30, 2007 and 2006.





**(Dollars
                in thousands)**
            
            **Three
                Months Ended September 30,**
            
            **Nine
                Months Ended September 30,****2007**
            
            **2006**
            
            **2007**
            
            **2006**Allowance
                at beginning of period
            
            $
            468
            
            $
            474
            
            $
            468
            
            $
            476Provision
                for loan losses
            
            
            -
            
            
            -
            
            
            -
            
            
            -Charge
                offs
            
            
            -
            
            
            (7
            )
            
            -
            
            
            (9
            )Recoveries
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                (charge-offs) recoveries
            
            
            -
            
            
            (7
            )
            
            -
            
            
            (9
            )Allowance
                at end of period
            
            $
            468
            
            $
            467
            
            $
            468
            
            $
            467





The
      following table provides information with respect to our nonperforming assets
      at
      the dates indicated:





**(Dollars
                  in thousands)****At
                September 30,**
            
            **At
                December 31,****2007**
            
            **2006**Nonaccrual
                loans
            
            $
            461
            
            $
            390Accruing
                loans past due 90 days or more
            
            
            -
            
            
            -Real
                estate owned
            
            
            -
            
            
            -Total
                nonperforming assets
            
            $
            461
            
            $
            390Total
                nonperforming loans to total loans (1)
            
            
            0.45
            %
            
            0.40
            %Total
                nonperforming loans to total assets
            
            
            0.34
            %
            
            0.27
            %





(1)
      Loans
      are presented before allowance for loan losses and deferred loan origination
      fees, net. Loans held for sale are excluded.





***Noninterest
      Income.***  Noninterest
      income remained relatively unchanged during the three and nine months ended
      September 30, 2007 as compared to the prior year period.





The
      following tables summarize noninterest income for the three and nine months
      ended September 30, 2007 and 2006.




9





**Three
                Months Ended September 30, (Dollars in thousands)**
            
            **2007**
            
            **2006**
            
            **$
                Ch**a**nge**
            
            **%
                Change**Fees
                and charges on deposit accounts
            
            $
            56
            
            $
            57
            
            $
            (1
            )
            
            (1.75
            )%Fees
                and service charges on loans
            
            
            3
            
            
            7
            
            
            (4
            )
            
            (57.14
            )Other
                service charges and fees
            
            
            25
            
            
            24
            
            
            1
            
            
            4.17Other
                income
            
            
            17
            
            
            19
            
            
            (2
            )
            
            (10.53
            )$
            101
            
            $
            107
            
            $
            (6
            )
            
            (5.61
            )**Nine
                Months Ended September 30, (Dollars in thousands)**
            
            
            **2007**
            
            
            **2006**
            
            
            **$
                  Change**
            
            
            **%
                Change**Fees
                and charges on deposit accounts
            
            $
            169
            
            $
            173
            
            $
            (4
            )
            
            (2.31
            )%Fees
                and service charges on loans
            
            
            37
            
            
            35
            
            
            2
            
            
            5.71Net
                gain (loss) on sales of available-for-sale securities
            
            
            1
            
            
            (4
            )
            
            5
            
            
            (125.00
            )Other
                service charges and fees
            
            
            62
            
            
            63
            
            
            (1
            )
            
            (1.59
            )Other
                income
            
            
            56
            
            
            57
            
            
            (1
            )
            
            (1.75
            )$
            325
            
            $
            324
            
            $
            1
            
            
            0.31





***Noninterest
      Expense.*** Noninterest
      expense for the three months ended September 30, 2007 totaled $912,000
      compared to $820,000 for the same period in 2006. This represents an increase
      of
      $92,000, or 11.22%. Noninterest expense for the nine months ended
      September 30, 2007 totaled $2.8 million compared to $2.7 million for the
      same period in 2006. This represents an increase of $161,000, or 6.0%. Increases
      in each period are primarily as a result of an increase in compensation and
      benefits and other expense, partially offset by a decrease in advertising
      expense. Compensation and benefits expense primarily increased as a result
      of
      higher salaries. Other expenses consists primarily of professional fees,
      contributions, postage and courier services.





The
      following tables summarize noninterest expense for the three and nine months
      ended September 30, 2007 and 2006.




**Three
                Months Ended September 30, (Dollars in thousands)**
            
            
            **2007**
            
            
            **2006**
            
            
            **$
                Change**
            
            
            **%
                Change**Salaries
                and employee benefits
            
            $
            488
            
            $
            421
            
            $
            67
            
            
            15.91
            %Occupancy
                expense
            
            
            69
            
            
            57
            
            
            12
            
            
            21.05Equipment
                expense
            
            
            39
            
            
            43
            
            
            (4
            )
            
            (9.30
            )Data
                processing
            
            
            81
            
            
            78
            
            
            3
            
            
            3.85Advertising
                expense
            
            
            26
            
            
            55
            
            
            (29
            )
            
            (52.73
            )Supplies
            
            
            27
            
            
            24
            
            
            3
            
            
            12.50Directors
                compensation
            
            
            13
            
            
            23
            
            
            (10
            )
            
            (43.48
            )Insurance
                expense
            
            
            21
            
            
            19
            
            
            2
            
            
            10.53Other
                expense
            
            
            148
            
            
            100
            
            
            48
            
            
            48.00$
            912
            
            $
            820
            
            $
            92
            
            
            11.22




**Nine
                Months Ended September 30, (Dollars in thousands)**
            
            **2007**
            
            **2006**
            
            **$
                Change**
            
            **%
                Change**Salaries
                and employee benefits
            
            $
            1,439
            
            $
            1,304
            
            $
            135
            
            
            10.35
            %Occupancy
                expense
            
            
            203
            
            
            169
            
            
            34
            
            
            20.12Equipment
                expense
            
            
            122
            
            
            129
            
            
            (7
            )
            
            (5.43
            )Data
                processing
            
            
            256
            
            
            238
            
            
            18
            
            
            7.56Advertising
                expense
            
            
            126
            
            
            229
            
            
            (103
            )
            
            (44.98
            )Supplies
            
            
            65
            
            
            65
            
            
            0
            
            
            0.00Directors
                compensation
            
            
            83
            
            
            74
            
            
            9
            
            
            12.16Insurance
                expense
            
            
            65
            
            
            58
            
            
            7
            
            
            12.07Other
                expense
            
            
            487
            
            
            419
            
            
            68
            
            
            16.23$
            2,846
            
            $
            2,685
            
            $
            161
            
            
            6.00




**Liquidity
      and Capital Management**




Liquidity
      is the ability to meet current and future financial obligations of a short-term
      nature. Our primary sources of funds consist of deposit inflows, loan
      repayments, maturities of and payments on investment securities and borrowings
      from the Federal Home Loan Bank of Boston. While maturities and scheduled
      amortization of loans and securities are predictable sources of funds, deposit
      flows and mortgage prepayments are greatly influenced by general interest rates,
      economic conditions and competition.




10




We
      regularly adjust our investments in liquid assets based upon our assessment
      of
      (1) expected loan demand, (2) expected deposit flows, (3) yields
      available on interest-earning deposits and securities and (4) the
      objectives of our asset/liability management policy.




Our
      most
      liquid assets are cash and cash equivalents. The levels of these assets depend
      on our operating, financing, lending and investing activities during any given
      period. At September 30, 2007, cash and cash equivalents totaled $5.6
      million. In
      addition, at September 30,
      2007, we had the ability to borrow up to a total of $47.6 million from the
      Federal Home Loan Bank of Boston. On September 30, 2007, we had $1.6
      million of advances outstanding.




A
      significant use of our liquidity is the funding of loan originations. At
      September 30, 2007, we had $4.2 million in loan commitments outstanding. In
      addition, we had $10.5 million in unadvanced portions of loans, including
      commercial and consumer lines of credit and construction loans. Historically,
      many of the commitments and lines of credit expire without being fully drawn;
      therefore, the total commitment amounts do not necessarily represent future
      cash
      requirements. Another significant use of our liquidity is the funding of deposit
      withdrawals. Time deposits due within one year of September 30, 2007
      totaled $46.3 million, or 90.6% of time deposits. The
      large
      percentage of time deposits that mature within one year reflects customers’
hesitancy to invest their funds for long periods in the recent low interest
      rate
      environment. If these maturing deposits do not remain with us, we will be
      required to seek other sources of funds, including other time deposits and
      borrowings. Depending on market conditions, we may be required to pay higher
      rates on such deposits or other borrowings than we currently pay on the time
      deposits due on or before September 30, 2008. We believe, however, based on
      past experience, that a significant portion of our time deposits will remain
      with us. We have the ability to attract and retain deposits by adjusting the
      interest rates offered.




Our
      primary investing activity is the origination of loans. Our primary financing
      activities consist of activity in deposit accounts and Federal Home Loan Bank
      advances. Deposit flows are affected by the overall level of interest rates,
      the
      interest rates and products offered by us and our local competitors and other
      factors. We generally manage the pricing of our deposits to be competitive.
      Occasionally, we offer promotional rates on certain deposit products to attract
      deposits.




***Capital
      Management.*** ****** We
      are
      subject to various regulatory capital requirements administered by the Office
      of
      Thrift Supervision, including a risk-based capital measure. The risk-based
      capital guidelines include both a definition of capital and a framework for
      calculating risk-weighted assets by assigning balance sheet assets and
      off-balance sheet items to broad risk categories. At September 30, 2007, we
      exceeded all of our regulatory capital requirements. We are considered “well
      capitalized” under regulatory guidelines.




The
      stock
      offering is expected to increase our equity by $12.0 million to $32.1 million
      at
      the maximum of the offering range. The capital from the offering will
      significantly increase our liquidity and capital resources. Over time, the
      initial level of liquidity will be reduced as net proceeds from the stock
      offering are used for general corporate purposes, including the funding of
      lending activities. Our financial condition and results of operations will
      be
      enhanced by the capital from the offering, resulting in increased net
      interest-earning assets and net earnings. However, the large increase in equity
      resulting from the capital raised in the offering will, initially, have an
      adverse impact on our return on equity. Following the offering, we may use
      capital management tools such as cash dividends and common share repurchases.
      However, under Office of Thrift Supervision regulations, we will not be allowed
      to repurchase any shares during the first year following the offering, except:
      (1) in extraordinary circumstances, we may make open market repurchases of
      up to 5% of our outstanding stock if we receive the prior non-objection of
      the
      OTS of such repurchases; (2) repurchases of qualifying shares of a director
      or if we conduct an OTS-approved offer to repurchase made to all shareholders;
      (3) if we repurchase to fund a restricted stock award plan that has been
      approved by shareholders; or (4) if we repurchase stock to fund a
      tax-qualified employee stock benefit plan. All repurchases are prohibited,
      however, if the repurchase would reduce Profile Bank’s regulatory capital below
      regulatory required levels.




11




***Off-Balance
      Sheet Arrangements*** **.** In the
      normal course of operations, we engage in a variety of financial transactions
      that, in accordance with generally accepted accounting principles, are not
      recorded in our financial statements. These transactions involve, to varying
      degrees, elements of credit, interest rate and liquidity risk. Such transactions
      are used primarily to manage customers’ requests for funding and take the form
      of loan commitments and lines of credit.




For
      the
      nine months ended September 30, 2007 and the year ended December 31,
      2006, we did not engage in any off-balance sheet transactions reasonably likely
      to have a material effect on our financial condition, results of operations
      or
      cash flows.





**Item
              3.**
            **Controls
                and Procedures**





The
      Company’s management, including the Company’s principal executive officer and
      principal financial officer, have evaluated the effectiveness of the Company’s
“disclosure controls and procedures,” as such term is defined in Rule 13a-15(e)
      promulgated under the Securities Exchange Act of 1934, as amended, (the
“Exchange Act”). Based upon their evaluation, the principal executive officer
      and principal financial officer concluded that, as of the end of the period
      covered by this report, the Company’s disclosure controls and procedures were
      effective for the purpose of ensuring that the information required to be
      disclosed in the reports that the Company files or submits under the Exchange
      Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s
      management, including its principal executive and principal financial officers,
      as appropriate to allow timely decisions regarding required
      disclosure.





**PART
              II.**
            **OTHER
                INFORMATION**





**Item
              1.**
            **Legal
                Proceedings**





From
      time
      to time, we may be party to various legal proceedings incident to our business.
      At September 30, 2007, we were not a party to any pending legal proceedings
      that
      we believe would have a material adverse effect on our financial condition,
      results of operations or cash flows.





**Item
              2.**
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**





Not
                applicable





**Item
              3.**
            **Defaults
                Upon Senior Securities**





Not
      applicable





**Item
              4.**
            **Submission
                Of Matters to a Vote of Security
                Holders**





Not
      applicable





**Item
              5.**
            **Other
                Information**





On
      November 9, 2007, the Company, the MHC, and the Bank entered into an Agency
      Agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”), who is
      acting as the Bank’s financial advisor during the conversion of the Bank from
      the mutual form of organization to the mutual holding company form of
      organization and is also assisting in the marketing of the Company’s common
      stock during its stock offering. For these services, Sandler O’Neill will
      receive a marketing fee equal to 1.0% of the dollar amount of the common stock
      sold in the subscription and community offerings. No fee will be payable to
      Sandler O’Neill with respect to shares purchased by officers, directors and
      employee or their immediate families, any common stock purchased by the Bank’s
      tax-qualified and non-qualified employee benefit plans and shares contributed
      to
      the Foundation.




12





The
      foregoing description of the terms of the Agency Agreement is qualified in
      its
      entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1
      hereto and incorporated by reference herein.





**Item
              6.**
            **Exhibits**





1.1
            Agency
                Agreement





3.1
            Charter
                of Profile Bancorp, Inc. (1)





3.2
            Bylaws
                of Profile Bancorp, Inc. (1)





4.0
            Form
                of Stock Certificate of Profile Bancorp, Inc.
                (1)





31.1
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer





31.2
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer





32.0
            Section
                1350 Certification





___________________


(1)
            Incorporated
                herein by reference to the Exhibits to the Company’s Registration
                Statement on Form SB-2 (File No. 333-146071) as amended, initially
                filed
                with the SEC on September 14, 2007.




13




**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 thereunto
      duly authorized.




PROFILE
              BANCORP,
              INC.Date:
              December 21,
              2007
            By:
            /s/
              Kenneth A. Wilman, Jr.Kenneth
              A. Wilman, Jr.President
              and
              Chief Executive Officer(principal executive
              officer)




Date:
              December 21, 2007
            By:
            /s/
              Kevin D. MillerKevin
              D. MillerExecutive
              Vice
              President and Chief Financial Officer(principal financial and accounting
              officer)




14