================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                  For the quarterly period ended March 31, 2006

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


             For the transition period from __________ to _________


                        Commission file number 0001288855


                           OPTIMUMBANK HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)


           FLORIDA                                       55-0865043
(State or other jurisdiction of                        (IRS Employer
 incorporation or organization)                      Identification No.)


            2477 EAST COMMERCIAL BOULEVARD, FORT LAUDERDALE, FL 33308
                    (Address of principal executive offices)

                                  954-776-2332
                           (Issuer's telephone number)

                  10197 CLEARY BOULEVARD, PLANTATION, FL 33324
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,681,775 common shares issued and
outstanding as of May 10, 2006


Transitional Small Business Disclosure Format (Check one):   Yes [ ]     No [X]

================================================================================

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

                                      INDEX


PART I. FINANCIAL INFORMATION

   ITEM 1. INTERIM FINANCIAL STATEMENTS                                     PAGE
                                                                            ----
     Condensed Consolidated Balance Sheets -
       March 31, 2006 (unaudited) and December 31, 2005........................2

     Condensed Consolidated Statements of Earnings -
       Three Months ended March 31, 2006 and 2005 (unaudited)..................3

     Condensed Consolidated Statements of Stockholders' Equity -
       Three Months ended March 31, 2006 and 2005 (unaudited)..................4

     Condensed Consolidated Statements of Cash Flows -
       Three Months ended March 31, 2006 and 2005 (unaudited)..................5

     Notes to Condensed Consolidated Financial Statements (unaudited)........6-9

     Review By Independent Registered Public Accounting Firm..................10

     Report of Independent Registered Public Accounting Firm..................11

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS.............................................12-15

   ITEM 3.  CONTROLS AND PROCEDURES...........................................16

PART II. OTHER INFORMATION

   ITEM 6.  EXHIBITS..........................................................17

SIGNATURES....................................................................18


<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


                      CONDENSED CONSOLIDATED BALANCE SHEETS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                   MARCH 31,   DECEMBER 31,
                                                                   ---------    ---------
                                                                      2006         2005
                                                                   ---------    ---------
                                                                  (UNAUDITED)
<S>                                                                <C>          <C>
ASSETS
Cash and due from banks                                            $      66    $     502
Federal funds sold                                                     1,698          652
                                                                   ---------    ---------
              Total cash and cash equivalents                          1,764        1,154

Securities held to maturity (fair value approximates $24,025
   and $25,096)                                                       24,666       25,618
Security available for sale                                              238          243
Loans, net of allowance for loan losses of $883 and $777             173,644      170,226
Federal Home Loan Bank stock                                           2,754        2,712
Premises and equipment, net                                            4,039        4,074
Accrued interest receivable                                              965        1,030
Other assets                                                           1,062          987
                                                                   ---------    ---------
              Total assets                                         $ 209,132    $ 206,044
                                                                   =========    =========

    LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Noninterest-bearing demand deposits                            $     548    $     390
    Savings, NOW and money-market deposits                             8,263        7,050
    Time deposits                                                    107,778      106,624
                                                                   ---------    ---------
              Total deposits                                         116,589      114,064

    Federal Home Loan Bank advances                                   51,350       52,950
    Other borrowings                                                  12,950       12,950
    Junior subordinated debenture                                      5,155        5,155
    Other liabilities                                                  1,728          922
    Official checks                                                    2,323        1,593
                                                                   ---------    ---------
              Total liabilities                                      190,095      187,634
                                                                   ---------    ---------
Stockholders' equity:
    Common stock, $.01 par value; 6,000,000 shares authorized,
         2,678,775 and 2,663,775 shares issued and outstanding            27           27
    Additional paid-in capital                                        14,257       14,141
    Retained earnings                                                  4,765        4,249
    Accumulated other comprehensive loss                                 (12)          (7)
                                                                   ---------    ---------
              Total stockholders' equity                              19,037       18,410
                                                                   ---------    ---------
              Total liabilities and stockholders' equity           $ 209,132    $ 206,044
                                                                   =========    =========

</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements.

                                       2

<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



                                                     THREE MONTHS ENDED
                                                          MARCH 31,
                                                      ---------------
                                                       2006     2005
                                                      ------   ------
Interest income:
    Loans                                             $3,010   $2,072
    Securities                                           287      299
    Other                                                 45       45
                                                      ------   ------
              Total interest income                    3,342    2,416
                                                      ------   ------
Interest expense:
    Deposits                                           1,113      781
    Borrowings                                           707      416
                                                      ------   ------
              Total interest expense                   1,820    1,197
                                                      ------   ------
Net interest income                                    1,522    1,219

              Provision for loan losses                  106       33
                                                      ------   ------
Net interest income after provision for loan losses    1,416    1,186
                                                      ------   ------
Noninterest income:
    Service charges and fees                              23       48
    Loan prepayment fees                                  67      187
    Gain on early extinguishment of debt                 178       --
    Other                                                  4       23
                                                      ------   ------
              Total noninterest income                   272      258
                                                      ------   ------
Noninterest expenses:
    Salaries and employee benefits                       491      473
    Occupancy and equipment                              159      141
    Data processing                                       41       51
    Professional fees                                     66       42
    Insurance                                             19       16
    Stationary and supplies                               11       10
    Other                                                 98       94
                                                      ------   ------
              Total noninterest expenses                 885      827
                                                      ------   ------
Earnings before income taxes                             803      617

    Income taxes                                         287      233
                                                      ------   ------
Net earnings                                          $  516   $  384
                                                      ======   ======
Net earnings per share:
    Basic                                             $  .18   $  .14
                                                      ======   ======
    Diluted                                           $  .18   $  .13
                                                      ======   ======
Dividends per share                                   $   --   $   --
                                                      ======   ======

     See Accompanying Notes to Condensed Consolidated Financial Statements.

                                       3

<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                   THREE MONTHS ENDED MARCH 31, 2006 AND 2005
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                        ACCUMULATED
                                                                                          OTHER
                                                               ADDITIONAL                COMPRE-      TOTAL
                                            COMMON STOCK        PAID-IN     RETAINED     HENSIVE   STOCKHOLDERS'
                                         SHARES      AMOUNT     CAPITAL     EARNINGS      LOSS        EQUITY
                                       ----------   -------     -------     -------      ------      -------
<S>                                     <C>         <C>          <C>          <C>            <C>      <C>
Balance at December 31, 2004            2,650,102   $    27      14,051       2,648          (3)      16,723

Comprehensive income:

     Net earnings for the three
         months ended March 31,
         2005 (unaudited)                      --        --          --         384          --          384

     Net change in unrealized loss on
         security available for sale
         (unaudited)                           --        --          --          --          (3)          (3)
                                                                                                     -------
     Comprehensive income (unaudited)          --        --          --          --          --          381
                                                                                                     -------
Proceeds from exercise of common
     stock options (unaudited)              7,400        --          39          --          --           39
                                       ----------   -------     -------     -------      ------      -------
Balance at March 31, 2005
         (unaudited)                    2,657,502   $    27      14,090       3,032          (6)      17,143
                                       ==========   =======     =======     =======      ======      =======

Balance at December 31, 2005            2,663,775        27      14,141       4,249          (7)      18,410

Comprehensive income:

     Net earnings for the three
         months ended March 31,
         2006 (unaudited)                      --        --          --         516          --          516

     Net change in unrealized loss on
         security available for sale
         (unaudited)                           --        --          --          --          (5)          (5)
                                                                                                     -------
     Comprehensive income (unaudited)          --        --          --          --          --          511
                                                                                                     -------
Proceeds from exercise of common
     stock options, including tax
     benefit of $32 (unaudited)            15,000        --         116          --          --          116
                                       ----------   -------     -------     -------      ------      -------
Balance at March 31, 2006
         (unaudited)                    2,678,775   $    27      14,257       4,765         (12)      19,037
                                       ==========   =======     =======     =======      ======      =======
</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements.

                                       4

<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED
                                                                                     MARCH 31,
                                                                                ------------------
                                                                                  2006      2005
                                                                                -------    -------
<S>                                                                             <C>        <C>
Cash flows from operating activities:
    Net earnings                                                                $   516    $   384
    Adjustments to reconcile net earnings to net cash provided by
      operating activities:
         Depreciation and amortization                                               56         67
         Provision for loan losses                                                  106         33
         Gain on early extinguishment of debt                                      (178)        --
         Net amortization of fees, premiums and discounts                            85         25
         Repayments of loans held for sale                                           --          2
         Decrease (increase) in accrued interest receivable                          65        (19)
         (Increase) decrease in other assets                                        (75)       115
         Increase in official checks and other liabilities                        1,568        522
                                                                                -------    -------
                  Net cash provided by operating activities                       2,143      1,129
                                                                                -------    -------
Cash flows from investing activities:
    Purchases of securities held to maturity                                         --     (7,843)
    Principal repayments of securities held to maturity                             954      1,187
    Net increase in loans                                                        (3,611)    (1,571)
    Purchase of premises and equipment                                              (21)       (81)
    Purchase of Federal Home Loan Bank stock                                        (42)      (211)
                                                                                -------    -------
                  Net cash used in investing activities                          (2,720)    (8,519)
                                                                                -------    -------
Cash flows from financing activities:
    Net increase in deposits                                                      2,525      1,340
    Proceeds from exercise of common stock options                                   84         39
    Net (decrease) increase in Federal Home Loan Bank advances                   (1,422)     3,400
                                                                                -------    -------
                  Net cash provided by financing activities                       1,187      4,779
                                                                                -------    -------
Net increase (decrease) in cash and cash equivalents                                610     (2,611)

Cash and cash equivalents at beginning of the period                              1,154      3,223
                                                                                -------    -------
Cash and cash equivalents at end of the period                                  $ 1,764    $   612
                                                                                =======    =======

Supplemental disclosure of cash flow information:
    Cash paid during the period for:
         Interest                                                               $ 1,869    $ 1,370
                                                                                =======    =======
         Income taxes                                                           $    68    $   224
                                                                                =======    =======
    Noncash transactions:
         Change in accumulated other comprehensive loss, net
              change in unrealized loss on security available for sale          $    (5)   $    (3)
                                                                                =======    =======
         Tax benefit from stock options exercised                               $    32    $    --
                                                                                =======    =======
</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements.

                                       5

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(1) GENERAL. OptimumBank Holdings, Inc. (the "Holding Company") is a one-bank
      holding company and owns 100% of OptimumBank (the "Bank"), a state
      (Florida)-chartered commercial bank (collectively, the "Company"). The
      Holding Company's only business is the operation of the Bank. The Bank's
      deposits are insured by the Federal Deposit Insurance Corporation. The
      Bank offers a variety of community banking services to individual and
      corporate customers through its three banking offices located in Broward
      County, Florida.

      In the opinion of the management, the accompanying condensed consolidated
      financial statements of the Company contain all adjustments (consisting
      principally of normal recurring accruals) necessary to present fairly the
      financial position at March 31, 2006, and the results of operations and
      cash flows for the three-month periods ended March 31, 2006 and 2005. The
      results of operations for the three months ended March 31, 2006, are not
      necessarily indicative of the results to be expected for the full year.

(2) LOAN IMPAIRMENT AND CREDIT LOSSES. The activity in the allowance for loan
      losses was as follows (in thousands):

                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                           --------------------
                                                             2006        2005
                                                           -------     --------
         Balance at beginning of period                    $   777     $    628
         Provision for loan losses                             106           33
                                                           -------     --------
         Balance at end of period                          $   883     $    661
                                                           =======     ========

           There were no impaired loans at March 31, 2006 or December 31, 2005.
The average net investment in impaired loans and interest income recognized and
received on impaired loans is as follows (in thousands):

                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                           --------------------
                                                             2006         2005
                                                           -------     --------
         Average net investment in impaired loans          $    --     $  3,268
                                                           =======     ========
         Interest income recognized on impaired loans      $    --     $     --
                                                           =======     ========
         Interest income received on impaired loans        $    --     $     --
                                                           =======     ========

                                                                     (continued)

                                       6
<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(3) REGULATORY CAPITAL. The Company and the Bank are required to maintain
      certain minimum regulatory capital requirements. The following is a
      summary at March 31, 2006 of the regulatory capital requirements of the
      Bank's capital on a percentage basis:

                                                                     REGULATORY
                                                          BANK       REQUIREMENT
                                                         -----       -----------
         Tier I capital to total average assets          11.37%         4.00%

         Tier I capital to risk-weighted assets          15.69%         4.00%

         Total capital to risk-weighted assets           16.28%         8.00%

(4) EARNINGS PER SHARE. Basic earnings per share has been computed on the basis
      of the weighted-average number of shares of common stock outstanding
      during the period. Diluted earnings per share were computed based on the
      weighted average number of shares outstanding plus the effect of
      outstanding stock options, computed using the treasury stock method. All
      amounts reflect the 5% stock dividend declared in April, 2006. Earnings
      per common share have been computed based on the following:

                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                       ------------------------
                                                          2006          2005
                                                       ----------    ----------
         Weighted average number of common shares
              outstanding used to calculate basic
              earnings per common share                 2,800,901     2,786,492

         Effect of dilutive stock options                 119,906       108,791
                                                       ----------    ----------
         Weighted average number of common shares
              outstanding used to calculate diluted
              earnings per common share                 2,920,807     2,895,283
                                                       ==========    ==========
                                                                     (continued)


                                       7

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


(5) STOCK-BASED COMPENSATION. Prior to January 1, 2006, the Company's stock
      option plans were accounted for under the recognition and measurement
      provisions of APB Opinion No. 25 (Opinion 25), Accounting for Stock Issued
      to Employees, and related Interpretations, as permitted by FASB Statement
      No. 123, Accounting for Stock-Based Compensation (as amended by SFAS No.
      148, Accounting for Stock-Based Compensation Transition and Disclosure)
      (collectively SFAS 123). No stock-based employee compensation cost was
      recognized in the Company's consolidated statements of earnings through
      December 31, 2005, as all options granted under the plans had an exercise
      price equal to the market value of the underlying common stock on the date
      of grant. Effective January 1, 2006, the Company adopted the fair value
      recognition provisions of FASB Statement No. 123(R), Share-Based Payment
      (SFAS 123R), using the modified-prospective-transition method. Under that
      transition method, compensation cost recognized in 2006 includes: (a)
      compensation cost for all share-based payments granted prior to, but not
      yet vested as of January 1, 2006, based on the grant date fair value
      calculated in accordance with the original provisions of SFAS 123, and (b)
      compensation cost for all share-based payments granted subsequent to
      December 31, 2005, based on the grant-date fair value estimated in
      accordance with the provisions of SFAS 123(R). As of December 31, 2005,
      all stock options were fully vested and no options were granted during the
      period ending March 31, 2006; therefore, no stock-based compensation has
      been recognized in 2006.

      The Company established an Incentive Stock Option Plan (the "Plan") for
      officers, directors and employees of the Company and reserved 548,100
      (amended) shares of common stock for the plan. Both incentive stock
      options and nonqualified stock options may be granted under the plan. The
      exercise price of the stock options is determined by the board of
      directors at the time of grant, but cannot be less than the fair market
      value of the common stock on the date of grant. The options vest over
      three and five years. However, the Company's board of directors authorized
      the immediate vesting of all stock options outstanding as of December 29,
      2005 in order to reduce noncash compensation expense that would have been
      recorded in its consolidated statements of earnings in future years upon
      adoption of SFAS No. 123R in January 2006. The options must be exercised
      within ten years from the date of grant. At March 31, 2006, no options
      were available for grant.

      A summary of the activity in the Company's stock option plan is as
      follows. All amounts reflect the 5% stock dividend declared in April of
      2006 (dollars in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                                                  WEIGHTED-
                                                                 RANGE OF         AVERAGE        AGGREGATE
                                                 NUMBER OF       PER SHARE        EXERCISE        OPTION
                                                  SHARES        OPTION PRICE       PRICE          PRICE
                                                --------       ------------       -------        -------
      <S>                                       <C>            <C>                <C>            <C>
      Outstanding at December 31, 2005           498,540       $ 4.76-11.90       $  7.60        $ 3,792
      Exercised                                  (15,750)         4.76-6.43          5.31            (84)
      Forfeited                                   (5,250)           9.52             9.52            (50)
                                                --------       ------------       -------        -------
      Outstanding at March 31, 2006              477,540       $ 4.76-11.90       $  7.66        $ 3,658
</TABLE>

                                                                     (continued)

                                       8

<PAGE>

              OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


(5) STOCK-BASED COMPENSATION, CONTINUED. The following table illustrates the
      effect on net earnings and earnings per share if the Company had applied
      the fair value recognition provisions of SFAS 123 to options granted under
      the Company's stock option plan for the three months ended March 31, 2005.
      For purposes of this pro forma disclosure, the value of the options is
      estimated using the Black-Scholes option-pricing model and is being
      amortized to expense over the options' vesting periods. All amounts
      reflect the 5% stock dividend declared in April, 2006 (in thousands,
      except per share data).

                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                                     2005

      Net earnings, as reported                                     $   384
      Deduct:  Total stock-based employee compensation
          expense determined under fair value based
          method for all awards                                         (44)
                                                                    -------
      Proforma net earnings                                         $   340
                                                                    =======
      Basic earnings per share:
          As reported                                               $   .14
                                                                    =======
          Proforma                                                  $   .12
                                                                    =======
      Diluted earnings per share:
          As reported                                               $   .13
                                                                    =======
          Proforma                                                  $   .12
                                                                    =======

(6) COMMON STOCK DIVIDEND. On April 27, 2006, the Company's board of directors
      declared a 5% stock dividend to shareholders of record on May 11, 2006, to
      be paid on June 11, 2006.






                                       9

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

             REVIEW BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Hacker, Johnson & Smith PA, the Company's independent registered public
accounting firm, have made a limited review of the interim financial data as of
March 31, 2006, and for the three-month periods ended March 31, 2006 and 2005,
presented in this document, in accordance with standards established by the
Public Company Accounting Oversight Board.

Their report furnished pursuant to Article 10 of Regulation S-X is included
herein.



















                                       10
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




OptimumBank Holdings, Inc.
Fort Lauderdale, Florida:


     We have reviewed the accompanying condensed consolidated balance sheet of
OptimumBank Holdings, Inc. and Subsidiary (the "Company") as of March 31, 2006,
and the condensed consolidated statements of earnings, stockholders' equity and
cash flows for the three-month periods ended March 31, 2006 and 2005. These
interim financial statements are the responsibility of the Company's management.

    We conducted our reviews in accordance with the standards of the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.

    Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying interim condensed consolidated financial
statements for them to be in conformity with U.S. generally accepted accounting
principles.

    We have previously audited, in accordance with the standards of the Public
Company Accounting Oversight Board, the consolidated balance sheet as of
December 31, 2005, and the related consolidated statements of earnings,
stockholders' equity and cash flows for the year then ended (not presented
herein); and in our report dated March 10, 2006, we expressed an unqualified
opinion on those financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of December 31,
2005, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.


/s/ Hacker, Johnson & Smith PA



HACKER, JOHNSON & SMITH PA
Fort Lauderdale, Florida
April 19, 2006


                                       11

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS


COMPARISON OF MARCH 31, 2006 AND DECEMBER 31, 2005


LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary sources of cash during the three months ended March
      31, 2006 were from net deposit inflows of approximately $2.5 million,
      principal repayments of securities held to maturity of approximately $1.0
      million and cash provided from operating activities of approximately $2.3
      million. Cash was used primarily for net loan originations of
      approximately $3.6 million and net repayment of Federal Home Loan Bank
      advances of approximately $1.6 million. At March 31, 2006, the Company had
      time deposits of approximately $62.8 million that mature in one year or
      less. At March 31, 2006, the Company exceeded its regulatory liquidity
      requirements. Management believes that, if so desired, it can adjust the
      rates on time deposits to retain or attract deposits in a changing
      interest-rate environment.

      The following table shows selected information for the periods ended or at
      the dates indicated:

<TABLE>
<CAPTION>
                                                                  THREE MONTHS    THREE MONTHS
                                                       ENDED       YEAR ENDED        ENDED
                                                      MARCH 31,   DECEMBER 31,     MARCH 31,
                                                       2006          2005            2005
                                                      ------        ------          ------
      <S>                                             <C>            <C>           <C>
      Average equity as a percentage
         of average assets                             9.00%         9.48%         10.24%

      Equity to total assets at end of period          9.09%         8.93%         10.07%

      Return on average assets (1)                      .99%          .86%           .92%

      Return on average equity (1)                    11.01%         9.03%          9.03%

      Noninterest expenses to average assets (1)       1.70%         1.82%          1.99%

      Nonperforming loans to total assets at end
         of period                                       --%           --%          1.92%

</TABLE>

------------
(1)   Annualized for the three months ended March 31, 2006 and 2005.




                                       12

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS, CONTINUED


OFF-BALANCE SHEET ARRANGEMENTS

      The Company is a party to financial instruments with off-balance-sheet
      risk in the normal course of business to meet the financing needs of its
      customers. These financial instruments include commitments to extend
      credit and undisbursed loans in process. These instruments involve, to
      varying degrees, elements of credit and interest-rate risk in excess of
      the amounts recognized in the condensed consolidated balance sheet. The
      contract or notional amounts of those instruments reflect the extent of
      the Company's involvement in particular classes of financial instruments.

      The Company's exposure to credit loss in the event of nonperformance by
      the other party to the financial instrument for commitments to extend
      credit and undisbursed loans in process is represented by the contractual
      amount of those instruments. The Company uses the same credit policies in
      making commitments as it does for on-balance-sheet instruments.

      Commitments to extend credit are agreements to lend to a customer as long
      as there is no violation of any condition established in the contract.
      Commitments generally have fixed expiration dates or other termination
      clauses and may require payment of a fee. Since many of the commitments
      are expected to expire without being drawn upon, the total committed
      amounts do not necessarily represent future cash requirements. The Company
      evaluates each customer's creditworthiness on a case-by-case basis. The
      amount of collateral obtained, if it is deemed necessary by the Company
      upon extension of credit, is based on management's credit evaluation of
      the counter party.

      A summary of the amounts of the Company's financial instruments, with
      off-balance sheet risk at March 31, 2006, follows (in thousands):

                                                           CONTRACT
                                                            AMOUNT
                                                           --------
              Commitments to extend credit                 $ 14,286
                                                           ========
              Undisbursed loans in process                 $    585
                                                           ========

    Management believes that the Company has adequate resources to fund all of
    its commitments and that substantially all its existing commitments will be
    funded in the next twelve months.



                                       13

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY


RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, information regarding
(i) the total dollar amount of interest and dividend income of the Company from
interest-earning assets and the resultant average yields; (ii) the total dollar
amount of interest expense on interest-bearing liabilities and the resultant
average cost; (iii) net interest income; (iv) interest-rate spread; (v) net
interest margin; and (vi) ratio of average interest-earning assets to average
interest-bearing liabilities.

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED MARCH 31,
                                                   -------------------------------------------------------------------
                                                                   2006                               2005
                                                   ---------------------------------     -----------------------------
                                                                 INTEREST     AVERAGE                INTEREST  AVERAGE
                                                    AVERAGE         AND       YIELD/       AVERAG      AND      YIELD/
                                                    BALANCE      DIVIDENDS     RATE        BALANCE   DIVIDENDS   RATE
                                                   ---------     -------     -------     ---------   -------    ------
<S>                                                <C>           <C>         <C>         <C>         <C>        <C>
Interest-earning assets:
   Loans                                           $ 172,186     $ 3,010       6.99%     $ 125,942   $ 2,072     6.58%
   Securities                                         25,404         287       4.52         27,158       299     4.40
   Other (1)                                           3,524          45       5.11          6,221        45     2.89
                                                   ---------     -------                 ---------   -------
     Total interest-earning assets/interest income   201,114       3,342       6.65        159,321     2,416     6.07
                                                                 -------                             -------
Cash and due from banks                                  349          --         --             99        --       --
Premises and equipment                                 4,066                                 4,129        --       --
Other                                                  2,614          --         --          2,525        --       --
                                                   ---------                             ---------
     Total assets                                  $ 208,143          --         --      $ 166,074        --       --
                                                   =========                             =========
Interest-bearing liabilities:
   Savings, NOW and money-market deposits              7,316          23       1.26          8,017        19      .95
   Time deposits                                     108,370       1,090       4.02         89,928       762     3.39
   Borrowings (2)                                     70,252         707       4.03         47,954       416     3.47
                                                   ---------     -------                 ---------   -------
     Total interest-bearing liabilities/interest
        expense                                      185,938       1,820       3.92        145,899     1,197     3.28
                                                                                                     -------
Noninterest-bearing demand deposits                      889          --         --          1,088        --       --
Other liabilities                                      2,575          --         --          2,074        --       --
Stockholders' equity                                  18,741          --         --         17,013        --       --
                                                   ---------                             ---------
     Total liabilities and stockholders' equity    $ 208,143          --         --      $ 166,074        --       --
                                                   =========                             =========
Net interest income                                       --     $ 1,522         --             --   $ 1,219       --
                                                                 =======                             =======
Interest rate spread (3)                                  --          --       2.73%            --        --     2.79%
                                                                             ======                             =====
Net interest margin (4)                                   --          --       3.03%            --        --     3.06%
                                                                             ======                             =====
Ratio of average interest-earning assets to
   average interest-bearing liabilities                 1.08          --         --           1.09        --       --
                                                   =========                             =========
</TABLE>
------------

(1)   Includes interest-earning deposits with banks, Federal funds sold and
      Federal Home Loan Bank stock dividends.
(2)   Includes Federal Home Loan Bank advances, securities sold under an
      agreement to repurchase and junior subordinated debenture.
(3)   Interest rate spread represents the difference between average yield on
      interest-earning assets and the average cost of interest-bearing
      liabilities.
(4)   Net interest margin is net interest income divided by average
      interest-earning assets.


                                       14
<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

       COMPARISON OF THE THREE-MONTH PERIODS ENDED MARCH 31, 2006 AND 2005


   GENERAL. Net earnings for the three months ended March 31, 2006, were
      $516,000 or $.18 per basic and diluted share compared to net earnings of
      $384,000 or $.14 per basic and $.13 per diluted share for the period ended
      March 31, 2005. The increase in the Company's net earnings was primarily
      due to an increase in net interest income.

   INTEREST INCOME. Interest income increased to $3.3 million for the three
      months ended March 31, 2006 from $2.4 million for the three months ended
      March 31, 2005. Interest income on loans increased to $3.0 million due
      primarily to an increase in the average loan portfolio balance for the
      three months ended March 31, 2006, and an increase in the average yield
      earned from 6.58% for the three months ended March 31, 2005 to 6.99% for
      the three months ended March 31, 2006.

   INTEREST EXPENSE. Interest expense on deposit accounts increased to $1.1
      million for the three months ended March 31, 2006, from $781,000 for the
      three months ended March 31, 2005. Interest expense increased primarily
      because of an increase in the average rate paid on deposits and an
      increase in the average balance of deposits during 2006. Interest expense
      on borrowings increased to $707,000 for the three months ended March 31,
      2006 from $416,000 for the three months ended March 31, 2005 due to an
      increase in the average rate paid on borrowings and an increase in the
      average balance of borrowings.

   PROVISION FOR LOAN LOSSES. The provision for loan losses is charged to
      earnings to bring the total allowance to a level deemed appropriate by
      management and is based upon historical experience, the volume and type of
      lending conducted by the Company, industry standards, the amount of
      nonperforming loans, general economic conditions, particularly as they
      relate to the Company's market areas, and other factors related to the
      estimated collectibility of the Company's loan portfolio. The provision
      for the three months ended March 31, 2006, was $106,000 compared to
      $33,000 for the same period in 2005. Management believes the balance in
      the allowance for loan losses of $883,000 at March 31, 2006, is adequate.

   NONINTEREST INCOME. Total noninterest income increased to $272,000 for the
      three months ended March 31, 2006, from $258,000 for the three months
      ended March 31, 2005 primarily due to a gain recognized on the payoff of
      Federal Home Loan Bank advances of $178,000, partially offset by a
      decrease in loan prepayment fees of $120,000.

   NONINTEREST EXPENSES. Total noninterest expenses increased to $885,000 for
      the three months ended March 31, 2006 from $827,000 for the three months
      ended March 31, 2005, primarily due to an increase in salaries and
      employee benefits of $18,000, an increase in occupancy and equipment of
      $18,000, and an increase in professional fees of $24,000 all due to the
      continued growth of the Company.

   INCOME TAXES. Income taxes for the three months ended March 31, 2006, were
      $287,000 (an effective rate of 35.7%) compared to income taxes of $233,000
      (an effective rate of 37.8%) for the three months ended March 31, 2005.

                                       15


<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY


ITEM 3.    CONTROLS AND PROCEDURES

a.     Evaluation of Disclosure Controls and Procedures. The Company maintains
       controls and procedures designed to ensure that information required to
       be disclosed in the reports that the Company files or submits under the
       Securities Exchange Act of 1934 is recorded, processed, summarized and
       reported within the time periods specified in the rules and forms of the
       Securities and Exchange Commission. Based upon their evaluation of those
       controls and procedures performed within 90 days of the filing date of
       this report, the chief executive and principal accounting officers of the
       Company concluded that the Company's disclosure controls and procedures
       were adequate.

b.     Changes in Internal Controls. The Company made no significant changes in
       its internal controls or in other factors that could significantly affect
       these controls subsequent to the date of the evaluation of those controls
       by the chief executive and principal accounting officers.







                                       16


<PAGE>


                           PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS

The following exhibits are filed with or incorporated by reference into this
report. The exhibits denominated by (i) an asterisk (*) were previously filed as
a part of a Registration Statement on Form 10-SB under the Exchange Act, filed
with the Federal Deposit Insurance Corporation on March 28, 2003; (ii) a double
asterisk (**) were previously filed as a part of an Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission ("SEC") on March 30, 2004;
(iii) a triple asterisk (***) were previously filed as part of a current report
on Form 8-K filed with the SEC on May 11, 2004; and (iv) a quadruple asterisk
(****)were previously filed as part of a Quarterly Report on Form 10-QSB filed
with the SEC on August 12, 2004; (v) a quintuple asterisk (*****) were
previously filed as part of an Annual Report on Form 10-KSB filed with the SEC
on March 31, 2005; and (vi) a sextuple asterisk (******) were previously filed
as part of an Annual Report on Form 10-KSB filed with the SEC on March 31, 2006.

    EXHIBIT NO.     DESCRIPTION
    -----------     -----------
      **   2.1      Agreement and Plan of Reorganization between OptimumBank and
                    OptimumBank Holdings, Inc. dated March 23, 2004
     ***   3.1      Articles of Incorporation
     ***   3.3      Bylaws
    ****   4.1      Form of stock certificate
  ******  10.1      Amended and Restated Stock Option Plan
       *  10.2      Non-employee Directors' Fee Compensation and Stock Purchase
                    Plan
       *  10.3      Agreement between OptimumBank, Albert J. Finch and
                    Richard L. Browdy dated June 14, 2002
   *****  14.1      Code of Ethics for Chief Executive Officer and Senior
                    Financial Officers
          31.1      Certification of Chief Executive Officer required by Rule
                    13a-14(a)/15d-14(a) under the Exchange Act
          31.2      Certification of Chief Financial Officer required by Rule
                    13a-14(a)/15d-14(a) under the Exchange Act
          32.1      Certification of Chief Executive Officer under ss.906 of the
                    Sarbanes-Oxley Act of 2002
          32.2      Certification of Chief Financial Officer under ss.906 of the
                    Sarbanes-Oxley Act of 2002




                                       17

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

                           PART II. OTHER INFORMATION




                                   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.

                           OPTIMUMBANK HOLDINGS, INC.
                                                        (Registrant)





Date:  May 10, 2006               By: /s/ Albert J. Finch
                                      ------------------------------------------
                                      Albert J. Finch, Chief Executive Officer




Date:  May 10, 2006               By: /s/ Richard L. Browdy
                                      ------------------------------------------
                                      Richard L. Browdy, Chief Financial Officer










                                       18