UNITED STATE
                       SECURITIES AND EXCHANGE COMMISSION
                             WASINGTON, 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 September 30, 2004

[ ]      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                                  (IRS Employer
of 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: 2,648,742 common shares issued and
outstanding as of October 28, 2004

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


<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

                                      INDEX
<TABLE>
<CAPTION>


PART I. FINANCIAL INFORMATION

   ITEM 1. INTERIM FINANCIAL STATEMENTS                                                   PAGE
<S>                                                                                          <C>
     Condensed Consolidated Balance Sheets -
       September 30, 2004 (unaudited) and December 31, 2003..................................2

     Condensed Consolidated Statements of Earnings -
       Three and Nine Months ended September 30, 2004 and 2003 (unaudited)...................3

     Condensed Consolidated Statements of Stockholders' Equity -
       Nine Months ended September 30, 2004 and 2003 (unaudited).............................4

     Condensed Consolidated Statements of Cash Flows -
       Nine Months ended September 30, 2004 and 2003 (unaudited).............................5

     Notes to Condensed Consolidated Financial Statements (unaudited)......................6-8

     Review By Independent Registered Public Accounting Firm.................................9

     Report of Independent Registered Public Accounting Firm................................10

   ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
     AND RESULTS OF OPERATIONS...........................................................11-16

   ITEM 3.  CONTROLS AND PROCEDURES.........................................................17

PART II. OTHER INFORMATION

   ITEM 1. LEGAL PROCEEDINGS................................................................17

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K................................................18

SIGNATURES..................................................................................19
</TABLE>


                                       1
<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>

                                                                  SEPTEMBER 30,  DECEMBER 31,
    ASSETS                                                            2004          2003
                                                                   ---------      ---------
                                                                  (UNAUDITED)
<S>                                                                <C>            <C>
Cash and due from banks                                            $     513      $     331
Federal funds sold                                                     6,634            208
                                                                   ---------      ---------

              Total cash and cash equivalents                          7,147            539

Securities held to maturity                                           19,079         16,539
Security available for sale                                              247            246
Loans, net of allowance for loan losses of $599 and $492             122,809        111,320
Loans held for sale                                                      510          1,406
Federal Home Loan Bank stock                                           1,483          1,525
Premises and equipment, net                                            4,110          1,912
Accrued interest receivable                                            1,346          1,224
Other assets                                                             724            468
                                                                   ---------      ---------

              Total assets                                         $ 157,455      $ 135,179
                                                                   =========      =========

    LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Noninterest-bearing demand deposits                            $     873      $     747
    Savings, NOW and money-market deposits                             9,608          6,436
    Time deposits                                                     86,297         73,561
                                                                   ---------      ---------

              Total deposits                                          96,778         80,744

    Official checks                                                      521            439
    Federal Home Loan Bank advances                                   29,650         29,500
    Other borrowings                                                   7,500          8,750
    Junior subordinated debenture                                      5,155             --
    Other liabilities                                                    986            262
    Deferred income tax liability                                        584            584
                                                                   ---------      ---------

              Total liabilities                                      141,174        120,279
                                                                   ---------      ---------

Stockholders' equity:
    Common stock, $.01 par value; 6,000,000 shares authorized,
         2,648,742 and 2,613,501 shares issued and outstanding            26             26
    Additional paid-in capital                                        13,989         13,800
    Retained earnings                                                  2,269          1,078
    Accumulated other comprehensive income (loss)                         (3)            (4)
                                                                   ---------      ---------

              Total stockholders' equity                              16,281         14,900
                                                                   ---------      ---------

              Total liabilities and stockholders' equity           $ 157,455      $ 135,179
                                                                   =========      =========
</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)
<TABLE>
<CAPTION>

                                                        THREE MONTHS ENDED   NINE MONTHS ENDED
                                                           SEPTEMBER 30,        SEPTEMBER 30,
                                                         2004       2003       2004       2003
                                                        ------     ------     ------     ------
<S>                                                     <C>         <C>        <C>        <C>
Interest income:
    Loans                                               $2,017      1,739      5,829      4,325
    Securities                                             218         50        597        164
    Other                                                   18         12         68         52
                                                        ------     ------     ------     ------

              Total interest income                      2,253      1,801      6,494      4,541
                                                        ------     ------     ------     ------

Interest expense:
    Deposits                                               713        647      2,075      1,666
    Borrowings                                             282        180        814        435
                                                        ------     ------     ------     ------

              Total interest expense                       995        827      2,889      2,101
                                                        ------     ------     ------     ------

Net interest income                                      1,258        974      3,605      2,440

              Provision for loan losses                     52         87        107        170
                                                        ------     ------     ------     ------

Net interest income after provision for loan losses      1,206        887      3,498      2,270
                                                        ------     ------     ------     ------

Noninterest income:
    Service charges and fees                                 8         36         85         91
    Prepayment fees collected                               98         45        427        118
    Other                                                    7          4         18         10
                                                        ------     ------     ------     ------

              Total noninterest income                     113         85        530        219
                                                        ------     ------     ------     ------

Noninterest expenses:
    Salaries and employee benefits                         417        315      1,233        862
    Occupancy and equipment                                116         79        325        210
    Data processing                                         38         34        114         98
    Professional fees                                       46         27        117         71
    Insurance                                               13         14         38         36
    Stationary and supplies                                  7          8         40         28
    Other                                                   75         71        237        191
                                                        ------     ------     ------     ------

              Total noninterest expenses                   712        548      2,104      1,496
                                                        ------     ------     ------     ------

Earnings before income taxes                               607        424      1,924        993

    Income taxes                                           231        162        733        379
                                                        ------     ------     ------     ------

Net earnings                                            $  376        262      1,191        614
                                                        ======     ======     ======     ======

Net earnings per share:
    Basic                                               $  .14        .10        .45        .24
                                                        ======     ======     ======     ======

    Diluted                                             $  .14        .10        .43        .23
                                                        ======     ======     ======     ======
</TABLE>

See Accompanying Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                  NINE MONTHS ENDED SEPTEMBER 30, 2004 and 2003
                             (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                                                 ACCUMULATED
                                                                                                    OTHER
                                                                                                    COMPRE-
                                                COMMON STOCK          ADDITIONAL                    HENSIVE        TOTAL
                                           -----------------------      PAID-IN      RETAINED       INCOME      STOCKHOLDERS'
                                             SHARES        AMOUNT       CAPITAL      EARNINGS       (LOSS)         EQUITY
                                           ---------     ---------     ---------     ---------     ---------      ---------
<S>                                        <C>           <C>              <C>              <C>                       <C>
Balance at December 31, 2002               2,564,839     $      26        13,496           104            --         13,626
                                                                                                                  ---------
Comprehensive income:
     Net earnings for the nine
       months ended September 30, 2003
       (unaudited)                                --            --            --           614            --            614

     Net change in unrealized gain on
       security available for sale
       (unaudited)                                --            --            --            --             1              1
                                                                                                                  ---------
     Comprehensive income (unaudited)             --            --            --            --            --            615
                                                                                                                  ---------
Proceeds from sale of common
       stock, net (unaudited)                 48,345            --           302            --            --            302
                                           ---------     ---------     ---------     ---------     ---------      ---------

Balance at September 30, 2003
  (unaudited)                              2,613,184     $      26        13,798           718             1         14,543
                                           =========     =========     =========     =========     =========      =========


Balance at December 31, 2003               2,613,501     $      26        13,800         1,078            (4)        14,900
                                                                                                                  ---------
Comprehensive income:

     Net earnings for the nine months
       ended September 30, 2004
       (unaudited)                                --            --            --         1,191            --          1,191

     Net change in unrealized loss
       on security available
       for sale (unaudited)                       --            --            --            --             1              1
                                                                                                                  ---------
     Comprehensive income (unaudited)             --            --            --            --            --          1,192
                                                                                                                  ---------
Proceeds from sale of common
  stock (unaudited)                            1,174            --            12            --            --             12

Proceeds from exercise of
  common stock options (unaudited)            34,067            --           177            --            --            177
                                           ---------     ---------     ---------     ---------     ---------      ---------

Balance at September 30, 2004
  (unaudited)                              2,648,742     $      26        13,989         2,269            (3)        16,281
                                           =========     =========     =========     =========     =========      =========
</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>

                                                                                    NINE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                                    2004          2003
                                                                                  --------      --------
<S>                                                                               <C>                <C>
Cash flows from operating activities:
    Net earnings                                                                  $  1,191           614
    Adjustments to reconcile net earnings to net cash provided by
      (used in) operating activities:
         Depreciation and amortization                                                 128            62
         Provision for loan losses                                                     107           170
         Net amortization of fees, premiums and discounts                              103           256
         Deferred income taxes                                                          --           379
         Repayments of loans held for sale                                             896            28
         Increase in accrued interest receivable                                      (122)         (477)
         Increase in other assets                                                     (256)       (2,594)
         Increase in official checks and other liabilities                             806            47
                                                                                  --------      --------

                  Net cash provided by (used in) operating activities                2,853        (1,515)
                                                                                  --------      --------

Cash flows from investing activities:
    Purchases of securities held to maturity                                        (4,982)       (4,968)
    Principal repayments and calls of securities held to maturity                    2,453         4,021
    Purchase of security available for sale                                             --          (250)
    Net increase in loans                                                          (11,710)      (45,107)
    Purchase of premises and equipment                                              (2,326)         (444)
    Redemption (purchase) of Federal Home Loan Bank stock                               42          (948)
                                                                                  --------      --------

                  Net cash used in investing activities                            (16,523)      (47,696)
                                                                                  --------      --------

Cash flows from financing activities:
    Net increase in deposits                                                        16,034        29,558
    Net decrease in other borrowings                                                (1,250)           --
    Issuance of junior subordinated debenture                                        5,155            --
    Proceeds from sale of common stock                                                  12           302
    Proceeds from exercise of common stock options                                     177            --
    Net increase in Federal Home Loan Bank advances                                    150        18,950
                                                                                  --------      --------

                  Net cash provided by financing activities                         20,278        48,810
                                                                                  --------      --------

Net increase (decrease) in cash and cash equivalents                                 6,608          (401)

Cash and cash equivalents at beginning of the period                                   539         3,801
                                                                                  --------      --------

Cash and cash equivalents at end of the period                                    $  7,147         3,400
                                                                                  ========      ========

Supplemental disclosure of cash flow information:
    Cash paid during the period for:
         Interest                                                                 $  3,181         2,036
                                                                                  ========      ========

         Income taxes                                                             $    833            --
                                                                                  ========      ========

    Noncash investing activity-
         Change in accumulated other comprehensive income (loss),
              net change in unrealized loss on security available for sale        $      1             1
                                                                                  ========      ========
</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.

           The Holding Company was formed on March 23, 2004 and on April 29,
           2004, the Bank's stockholders approved a plan of corporate
           reorganization under which the Bank became a wholly-owned subsidiary
           of the Holding Company. Effective May 6, 2004, the Bank's
           stockholders exchanged their common shares for shares of the Holding
           Company. As a result, all of the previously issued $2.50 par value
           common shares of the Bank were exchanged for 2,633,310 shares of the
           $.01 par value common shares of the Holding Company. The Holding
           Company's acquisition of the Bank has been accounted for as a
           combination of entities under common control at historical cost,
           similar to a pooling of interests and, accordingly, the financial
           data for all periods presented include the results of the Bank.

           In the opinion of the management, the accompanying condensed
           financial statements of the Company contain all adjustments
           (consisting principally of normal recurring accruals) necessary to
           present fairly the financial position at September 30, 2004, and the
           results of operations for the three- and nine-month periods ended
           September 30, 2004 and 2003, and cash flows for the nine-month
           periods ended September 30, 2004 and 2003. The results of operations
           for the three and nine months ended September 30, 2004, 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):
<TABLE>
<CAPTION>

                                                                        THREE MONTHS ENDED         NINE MONTHS ENDED
                                                                          SEPTEMBER 30,               SEPTEMBER 30,
                                                                       -------------------        --------------------
                                                                       2004           2003         2004           2003
                                                                       -----         -----        -----          -----
<S>                                                                    <C>             <C>          <C>            <C>
                Balance at beginning of period                         $ 547           371          492            288
                Provision for loan losses                                 52            87          107            170
                                                                       -----         -----        -----          -----

                Balance at end of period                               $ 599           458          599            458
                                                                       =====         =====        =====          =====
</TABLE>

           The Company had no impaired loans, nonaccrual loans or loans which
           were over ninety days past due but still accruing interest in 2004 or
           2003.
                                                                     (continued)

                                       6
<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


(3)  REGULATORY CAPITAL. The Holding Company and the Bank are required to
           maintain certain minimum regulatory capital requirements. The
           following is a summary at September 30, 2004 of the regulatory
           capital requirements and the Holding Company's and the Bank's capital
           on a percentage basis:
<TABLE>
<CAPTION>
                                                                               ACTUAL      REGULATORY
                                                                  COMPANY       BANK       REQUIREMENT
                                                                  -------       ----       -----------
<S>                                                                 <C>         <C>            <C>
                Tier I capital to total average assets              14.19%      14.18%         4.00%

                Tier I capital to risk-weighted assets              20.17%      20.16%         4.00%

                Total capital to risk-weighted assets               20.74%      20.73%         8.00%
</TABLE>

(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. Earnings per common share have been computed
           based on the following:
<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED         NINE MONTHS ENDED
                                                                         SEPTEMBER 30,             SEPTEMBER 30,
                                                                  --------------------------   ---------------------
                                                                      2004           2003         2004       2003
                                                                  ----------      ----------   ---------- ----------
<S>                                                                <C>             <C>          <C>         <C>
             Weighted average number of common shares
                  outstanding used to calculate basic
                  earnings per common share                        2,642,215       2,613,052    2,632,363   2,608,036

             Effect of dilutive stock options                         70,073          80,503      141,080     64,816
                                                                  ----------      ----------   ---------- ----------

             Weighted average number of common shares
                  outstanding used to calculate diluted
                  earnings per common share                        2,712,288       2,693,555    2,773,443  2,672,852
                                                                   =========       =========    =========  =========
</TABLE>

(5)  STOCK OPTIONS. The Company established a Stock Option Plan (the "Plan")
           for officers, directors and employees of the Company and reserved
           522,000 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. The options must be exercised within
           ten years from the date of grant.
                                                                     (continued)


                                       7
<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


(5)  STOCK OPTIONS, CONTINUED. A summary of the activity in the Company's
           stock option plan is as follows (dollars in thousands, except per
           share amounts):
<TABLE>
<CAPTION>
                                                                              RANGE OF        WEIGHTED-
                                                                              PER SHARE        AVERAGE      AGGREGATE
                                                              NUMBER OF        OPTION         EXERCISE       OPTION
                                                               SHARES           PRICE           PRICE         PRICE
                                                               ------           -----           -----         -----
<S>                                                             <C>          <C>              <C>             <C>
           Outstanding at December 31, 2003                     287,000      $ 5.00-8.20      $  5.72         $ 1,643
           Granted                                              124,500            10.00        10.00           1,245
           Exercised                                            (34,067)       5.00-6.75         5.17            (176)
           Forfeited                                             (6,000)       6.75-8.20         7.23             (43)
                                                               --------                                       -------

           Outstanding at September 30, 2004                    371,433     $ 5.00-10.00      $  7.18         $ 2,669
                                                               ========     ============      =======         =======
</TABLE>

           The Company accounts for their stock option plan under the
           recognition and measurement principles of Accounting Principles Board
           Opinion No. 25, Accounting for Stock Issued to Employees. No
           stock-based employee compensation cost is reflected in net earnings,
           as all options granted under this plan had an exercise price which
           approximated the market value of the underlying common stock on the
           date of grant. The following table illustrates the effect on net
           earnings if the Company had applied the fair value recognition
           provisions of Statement of Financial Accounting Standards No. 123
           Accounting for Stock-Based Compensation, as amended by SFAS No. 148,
           Accounting for Stock-Based Compensation Transition and Disclosure to
           stock-based employee compensation (in thousands, except per share
           amounts).
<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED         NINE MONTHS ENDED
                                                                          SEPTEMBER 30,               SEPTEMBER 30,
                                                                       -------------------         -------------------
                                                                       2004           2003         2004           2003
                                                                       ----           ----         ----           ----
<S>                                                                    <C>             <C>        <C>              <C>
               Net earnings, as reported                               $ 376           262        1,191            614

               Deduct:  Total stock-based employee
                   compensation determined under the
                   fair value based method for all
                   awards, net of related tax effect                      39            18          122            54
                                                                       -----         -----       ------          ----

               Proforma net earnings                                   $ 337           244        1,069           560
                                                                       =====         =====      =======         =====

               Basic earnings per share:
                   As reported                                         $ .14           .10          .45           .24
                                                                       =====         =====      =======         =====

                   Proforma                                            $ .13           .09          .41           .21
                                                                       =====         =====      =======         =====

               Diluted earnings per share:
                   As reported                                         $ .14           .10          .43           .23
                                                                       =====         =====      =======         =====

                   Proforma                                            $ .12           .09          .39           .21
                                                                       =====         =====      =======         =====
</TABLE>

                                       8
<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
September 30, 2004, and for the three- and nine-month periods ended September
30, 2004 and 2003, 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.

                                       9
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




OptimumBank Holdings, Inc.
Plantation, Florida:


     We have reviewed the accompanying condensed consolidated balance sheet of
OptimumBank Holdings, Inc. and Subsidiary (the "Company") as of September 30,
2004, and the condensed consolidated statements of earnings for the three- and
nine-month periods ended September 30, 2004 and 2003 and the related condensed
consolidated statements of stockholders' equity and cash flows for the
nine-month periods ended September 30, 2004 and 2003. 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, 2003, 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 January 31, 2004, 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,
2003, 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
October 29, 2004

                                       10
<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

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

             COMPARISON OF SEPTEMBER 30, 2004 AND DECEMBER 31, 2003


LIQUIDITY AND CAPITAL RESOURCES

    The Company's primary sources of cash during the nine months ended September
    30, 2004 were from net deposit inflows of approximately $16.0 million,
    issuance of a junior subordinated debenture of approximately $5.2 million
    and calls and principal repayments of securities held to maturity of
    approximately $2.5 million. Cash was used primarily for net loan
    originations of approximately $11.7 million and purchases of securities held
    to maturity of approximately $5.0 million. At September 30, 2004, the
    Company had time deposits of approximately $42.9 million that mature in one
    year or less. At September 30, 2004, 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>

                                                                       NINE MONTHS                       NINE MONTHS
                                                                          ENDED         YEAR ENDED          ENDED
                                                                      SEPTEMBER 30,    DECEMBER 31,     SEPTEMBER 30,
                                                                          2004             2003             2003
                                                                     --------------   --------------- ----------------
<S>                                                                        <C>              <C>               <C>
        Average equity as a percentage
           of average assets                                               10.63%           13.62%            14.92%

        Equity to total assets at end of period                            10.34%           11.02%            11.62%

        Return on average assets (1)                                        1.10%             .95%              .86%

        Return on average equity (1)                                       10.36%            6.99%             5.78%

        Noninterest expenses to average assets (1)                          1.94%            2.03%             2.10%

        Nonperforming loans to total assets at end
           of period                                                          --               --                --
</TABLE>

        (1) Annualized for the nine months ended September 30, 2004 and 2003.

                                       11
<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 AND AGGREGATE CONTRACTUAL OBLIGATIONS

    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 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 September 30, 2004, follows (in thousands):

                                                                    CONTRACT
                                                                     AMOUNT
                                                                     ------

              Commitments to extend credit                          $ 16,363
                                                                    ========

              Undisbursed loans in process                          $    823
                                                                    ========

    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.

                                       12
<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 SEPTEMBER 30,
                                                    --------------------------------------------------------------------
                                                                    2004                                 2003
                                                    ---------------------------------        ---------------------------
                                                                 INTEREST     AVERAGE                  INTEREST    AVERAGE
                                                    AVERAGE         AND       YIELD/         AVERAGE      AND      YIELD/
                                                    BALANCE      DIVIDENDS     RATE          BALANCE   DIVIDENDS    RATE
                                                    -------      ---------    -------        -------   ---------    ----
                                                                       (DOLLARS IN THOUSANDS)
<S>                                               <C>             <C>          <C>        <C>           <C>          <C>
Interest-earning assets:
   Loans                                          $ 120,569       2,017        6.69%      $ 101,651     1,739        6.84%
   Securities                                        19,790         218        4.41           6,827        50        2.93
   Other (1)                                          2,683          18        2.68           2,184        12        2.20
                                                  ---------      ------                   ---------   -------

     Total interest-earning assets                  143,042       2,253        6.30         110,662     1,801        6.51
                                                                  -----                                 -----

Cash and due from banks                                 416                                     311
Premises and equipment                                3,384                                     909
Other                                                 2,995                                   1,902
                                                   --------                               ---------

     Total assets                                 $ 149,837                               $ 113,784
                                                  =========                                 =======

Interest-bearing liabilities:
   Savings, NOW and money-market deposit
     accounts                                         9,653          29        1.20           6,557        24        1.46
   Time deposits                                     82,656         684        3.31          68,193       623        3.65
   Federal Home Loan Bank advances                   39,124         282        2.88          23,488       180        3.07
                                                    -------      ------                     -------     -----

     Total interest-bearing liabilities             131,433         995        3.03          98,238       827        3.37
                                                                 ------                                 -----

Demand deposits                                         866                                     595
Noninterest-bearing liabilities                       1,506                                     540
Stockholders' equity                                 16,032                                  14,411
                                                    -------                                --------

     Total liabilities and stockholders' equity   $ 149,837                               $ 113,784
                                                  =========                               =========

Net interest income                                             $ 1,258                              $    974
                                                                =======                              ========

Interest-rate spread (2)                                                       3.27%                                 3.14%
                                                                               ====                                  ====

Net interest margin (3)                                                        3.52%                                 3.52%
                                                                               ====                                  ====

Ratio of average interest-earning assets to
   average interest-bearing liabilities                1.09                                    1.13
                                                       ====                                    ====
</TABLE>

(1)        Includes federal funds sold, Federal Home Loan Bank stock dividends
           and interest-bearing deposits with banks.
(2)        Interest-rate spread represents the difference between the average
           yield on interest-earning assets and the average cost of
           interest-bearing liabilities.
(3)        Net interest margin is net interest income divided by average
           interest-earning assets.


                                       13
<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

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>
                                                                        NINE MONTHS ENDED SEPTEMBER 30,
                                                    --------------------------------------------------------------------
                                                                2004                                    2003
                                                    ---------------------------------        ---------------------------
                                                                 INTEREST     AVERAGE                  INTEREST    AVERAGE
                                                     AVERAGE        AND       YIELD/         AVERAGE      AND      YIELD/
                                                     BALANCE     DIVIDENDS     RATE          BALANCE   DIVIDENDS    RATE
                                                    -------      ---------    -------        -------   ---------    ----
                                                                       (DOLLARS IN THOUSANDS)
<S>                                               <C>             <C>          <C>        <C>           <C>          <C>
Interest-earning assets:
   Loans                                          $ 116,211       5,829        6.69%      $  81,938     4,325        7.04%
   Securities                                        17,516         597        4.54           6,666       164        3.28
   Other (1)                                          5,010          68        1.81           3,807        52        1.82
                                                  ---------     -------                   ---------   -------

     Total interest-earning assets                  138,737       6,494        6.24          92,411     4,541        6.55
                                                                -------                               -------

Cash and due from banks                                 480                                     301
Premises and equipment                                2,434                                     738
Other                                                 2,593                                   1,492
                                                   --------                               ---------

     Total assets                                 $ 144,244                               $  94,942
                                                  =========                               =========

Interest-bearing liabilities:
   Savings, NOW and money-market deposit
     accounts                                         8,746          84        1.28           5,576        67        1.60
   Time deposits                                     80,156       1,991        3.31          56,778     1,599        3.75
   Federal Home Loan Bank advances                   37,316         814        2.91          17,292       435        3.35
                                                  ---------     -------                   ---------   -------

     Total interest-bearing liabilities             126,218       2,889        3.05          79,646     2,101        3.52
                                                                -------                               -------

Demand deposits                                         944                                     495
Noninterest-bearing liabilities                       1,756                                     635
Stockholders' equity                                 15,326                                  14,166
                                                  ---------                                  ------

     Total liabilities and stockholders' equity   $ 144,244                               $  94,942
                                                  =========                               =========

Net interest income                                             $ 3,605                               $ 2,440
                                                                =======                               =======

Interest-rate spread (2)                                                       3.19%                                 3.03%
                                                                               ====                                  ====

Net interest margin (3)                                                        3.46%                                 3.52%
                                                                               ====                                  ====

Ratio of average interest-earning assets to
   average interest-bearing liabilities                1.10                                    1.16
                                                       ====                                    ====
</TABLE>


(1)        Includes federal funds sold, Federal Home Loan Bank stock dividends
           and interest-bearing deposits with banks.
(2)        Interest-rate spread represents the difference between the average
           yield on interest-earning assets and the average cost of
           interest-bearing liabilities.
(3)        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 SEPTEMBER 30, 2004 AND 2003


   GENERAL. Net earnings for the three months ended September 30, 2004, were
      $376,000 or $.14 per basic and diluted share compared to net earnings of
      $262,000 or $.10 per basic and diluted share for the period ended
      September 30, 2003. This increase in the Company's net earnings was
      primarily due to an increase in net interest income and noninterest income
      which was partially offset by an increase in noninterest expenses, all of
      which were due to the overall growth of the Company.

   INTEREST INCOME. Interest income increased to $2.3 million for the three
      months ended September 30, 2004 from $1.8 million for the three months
      ended September 30, 2003. Interest income on loans increased to $2.0
      million due primarily to an increase in the average loan portfolio balance
      for the three months ended September 30, 2004, partially offset by a
      decrease in the average yield earned from 6.8% for the three months ended
      September 30, 2003 to 6.7% for the three months ended September 30, 2004.
      Interest on securities increased to $218,000 due primarily to an increase
      in the average balance and an increase in the yield earned on the
      securities portfolio in 2004.

   INTEREST EXPENSE. Interest expense on deposit accounts increased to $713,000
      for the three months ended September 30, 2004, from $647,000 for the three
      months ended September 30, 2003. Interest expense on deposits increased
      primarily because of an increase in the average balance of deposits during
      2004, partially offset by a decrease in the average rate paid on deposits
      during 2004. Interest expense on borrowings increased to $282,000 for the
      three months ended September 30, 2004 from $180,000 for the three months
      ended September 30, 2003 due to an increase in the average balance of
      borrowings, partially offset by a decrease in the average rate paid on
      borrowings during 2004.

   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 September 30, 2004, was $52,000 compared to
      $87,000 for the same period in 2003. Management believes the balance in
      the allowance for loan losses of $599,000 at September 30, 2004, is
      adequate.

   NONINTEREST INCOME. Total noninterest income increased to $113,000 for the
      three months ended September 30, 2004, from $85,000 for the three months
      ended September 30, 2003, primarily due to an increase in prepayment fees
      collected, which was partially offset by a decrease in service charges and
      fees.

   NONINTEREST EXPENSES. Total noninterest expenses increased to $712,000 for
      the three months ended September 30, 2004 from $548,000 for the three
      months ended September 30, 2003, primarily due to an increase in salaries
      and employee benefits of $102,000 and an increase in occupancy and
      equipment of $37,000, all due to the continued growth of the Company.

   INCOME TAXES. Income taxes for the three months ended September 30, 2004,
      were $231,000 (an effective rate of 38.1%) compared to income taxes of
      $162,000 (an effective rate of 38.2%) for the three months ended September
      30, 2003.


                                       15
<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

     COMPARISON OF THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND 2003


   GENERAL. Net earnings for the nine months ended September 30, 2004, were
      $1,191,000 or $.45 per basic and $.43 per diluted share compared to net
      earnings of $614,000 or $.24 per basic and $.23 per diluted share for the
      period ended September 30, 2003. This increase in the Company's net
      earnings was primarily due to an increase in net interest income and
      noninterest income which was partially offset by an increase in
      noninterest expenses, all of which were due to the overall growth of the
      Company.

   INTEREST INCOME. Interest income increased to $6.5 million for the nine
      months ended September 30, 2004 from $4.5 million for the nine months
      ended September 30, 2003. Interest income on loans increased to $5.8
      million due primarily to an increase in the average loan portfolio balance
      for the nine months ended September 30, 2004, partially offset by a
      decrease in the average yield earned from 7.0% for the nine months ended
      September 30, 2003 to 6.7% for the nine months ended September 30, 2004.
      Interest on securities increased to $597,000 due primarily to an increase
      in the average balance and an increase in the yield earned on the
      securities portfolio in 2004.

   INTEREST EXPENSE. Interest expense on deposit accounts increased to $2.1
      million for the nine months ended September 30, 2004, from $1.7 million
      for the nine months ended September 30, 2003. Interest expense on deposits
      increased primarily because of an increase in the average balance of
      deposits during 2004, partially offset by a decrease in the average rate
      paid on deposits during 2004. Interest expense on borrowings increased to
      $814,000 for the nine months ended September 30, 2004 from $435,000 for
      the nine months ended September 30, 2003 due to an increase in the average
      balance of borrowings, partially offset by a decrease in the average rate
      paid on borrowings during 2004.

   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 nine months ended September 30, 2004, was $107,000 compared to
      $170,000 for the same period in 2003. Management believes the balance in
      the allowance for loan losses of $599,000 at September 30, 2004, is
      adequate.

   NONINTEREST INCOME. Total noninterest income increased to $530,000 for the
      nine months ended September 30, 2004, from $219,000 for the nine months
      ended September 30, 2003 primarily as a result of an increase in
      prepayment fees collected of $309,000.

   NONINTEREST EXPENSES. Total noninterest expenses increased to $2.1 million
      for the nine months ended September 30, 2004 from $1.5 million for the
      nine months ended September 30, 2003, primarily due to an increase in
      salaries and employee benefits of $371,000 and an increase in occupancy
      and equipment expense of $115,000, all due to the continued growth of the
      Company.

   INCOME TAXES. Income taxes for the nine months ended September 30, 2004, were
      $733,000 (an effective rate of 38.1%) compared to income taxes of $379,000
      (an effective rate of 38.2%) for the nine months ended September 30, 2003.

                                       16
<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.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         OptimumBank is a defendant in a pending lawsuit currently being
transferred to Broward County, Florida Circuit Court brought by Attorneys' Title
Insurance Fund, Inc. (the "Fund"), a title insurance underwriter that issued
OptimumBank a mortgagee title insurance policy in connection with a $2.3 million
mortgage loan funded by OptimumBank in July 2004 on vacant land in Kissimmee,
Florida. Subsequent to the closing, all the loan documents, including the
mortgage, were discovered to be forgeries due to the identity theft of the
property owner by an imposter. In response to Optimum's claim for
indemnification against the Fund, currently estimated at $1.8 million, the Fund
filed an action for declaratory relief against OptimumBank in Collier County
Circuit Court on September 27, 2004, and requested the Court to enter a judgment
declaring that OptimumBank had no coverage under the title policy. The Fund also
issued a letter dated October 19, 2004, declining coverage under their title
insurance policy for the forged mortgage on the basis that OptimumBank elected
to use a Florida attorney who was not an agent of the Fund as its settlement
agent; thus, OptimumBank could not obtain coverage under the policy for issues
related to the settlement of the loan.

         In October 2004, the Fund identified the imposter and, at the Fund's
request and expense, OptimumBank authorized the Fund, on behalf of the Bank, to
take legal action in OptimumBank's name in the Cayman Islands and Fulton County,
Georgia to freeze the imposter's bank accounts and certain other assets. The
Fund has informed OptimumBank that the amount of assets under the control of the
courts exceeds OptimumBank's claim. Further, the Fund and OptimumBank have
agreed to abate the pending suit for declaratory relief during the Fund's
investigation and recovery of the monies.

         If the Bank's claim against the Fund is not satisfied as a result of
the recovery of and realization on funds under control of the courts,
OptimumBank intends to vigorously defend the Fund's suit for declaratory relief
and file additional claims against the Fund and the Fund's title attorney. The
Company does not believe that the Fund has any legal basis for denial of
coverage.

         OptimumBank also has a blanket bond with a second insurance company
covering forged mortgages, and has filed notice of a potential claim with the
second carrier. The Company does not believe that the foregoing litigation will
have a material adverse affect on the financial condition or operations of the
Company.

                                       17
<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS. The following exhibits are filed with or incorporated by reference
into this report. The exhibits denominated by 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. The
exhibits denominated by a double asterisk (**) were previously filed as a part
of a current report on Form 8-K filed with the Securities and Exchange
Commission on May 11, 2004.
<TABLE>
<CAPTION>

      EXHIBIT NO.        DESCRIPTION OF EXHIBIT
     -----------        ----------------------
<S>                      <C>
      **2                Agreement and Plan of Reorganization dated March 23, 2004
      **3.1              Articles of Incorporation
      **3.3              Bylaws
      * 4.1              Form of stock certificate
      * 10.1             Stock Option Plan
      * 10.2             Nonemployee Directors Stock Purchase Plan
      * 10.3             Agreement  between  OptimumBank.com,  Albert J. Finch and Richard L. Browdy  dated
                         June 14, 2002
        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  pursuant to 18 U.S.C.  Section 1350, as
                         adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
        32.2             Certification of Chief Financial  Officer  pursuant to 18 U.S.C.  Section 1350, as
                         adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002
</TABLE>

                                       18
<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:  November 15, 2004          By: /s/ Albert J. Finch
      --------------------            ------------------------------------------
                                      Albert J. Finch, Chief Executive Officer




Date:  November 15, 2004          By: /s/Richard L. Browdy
      --------------------            ------------------------------------------
                                      Richard L. Browdy, Chief Financial Officer


                                       19