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

                                  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 June 30, 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)


                                       N/A
              (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 [ ]


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


Yes [ ]     No  [X]


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,819,003 common shares issued and
outstanding as of August 10, 2006


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

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

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

                                      INDEX


PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                             PAGE
                                                                                                             ----
<S>                                                                                                           <C>
   ITEM 1. INTERIM FINANCIAL STATEMENTS

     Condensed Consolidated Balance Sheets -
       June 30, 2006 (unaudited) and December 31, 2005..........................................................2

     Condensed Consolidated Statements of Earnings -
       Three and Six Months ended June 30, 2006 and 2005 (unaudited)............................................3

     Condensed Consolidated Statements of Stockholders' Equity -
       Six Months ended June 30, 2006 and 2005 (unaudited)......................................................4

     Condensed Consolidated Statements of Cash Flows -
       Six Months ended June 30, 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..............................................................................12-17

   ITEM 3.  CONTROLS AND PROCEDURES............................................................................18

PART II. OTHER INFORMATION

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................................19

   ITEM 6.  EXHIBITS...........................................................................................20

SIGNATURES.....................................................................................................21

</TABLE>


<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>
                                                                      JUNE 30,     DECEMBER 31,
                                                                        2006           2005
                                                                     ---------      ---------
                                                                    (UNAUDITED)
<S>                                                                  <C>            <C>
                                     ASSETS

Cash and due from banks                                              $     249      $     502
Federal funds sold                                                       1,268            652
                                                                     ---------      ---------
              Total cash and cash equivalents                            1,517          1,154

Securities held to maturity (fair value approximates $27,885 and
   $25,096)                                                             28,561         25,618
Security available for sale                                                235            243
Loans, net of allowance for loan losses of $910 and $777               179,299        170,226
Federal Home Loan Bank stock                                             2,987          2,712
Premises and equipment, net                                              4,042          4,074
Accrued interest receivable                                              1,079          1,030
Other assets                                                               618            987
                                                                     ---------      ---------
              Total assets                                           $ 218,338      $ 206,044
                                                                     =========      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Noninterest-bearing demand deposits                              $     345      $     390
    Savings, NOW and money-market deposits                               9,634          7,050
    Time deposits                                                      109,232        106,624
                                                                     ---------      ---------
              Total deposits                                           119,211        114,064

    Federal Home Loan Bank advances                                     57,230         52,950
    Other borrowings                                                    12,950         12,950
    Junior subordinated debenture                                        5,155          5,155
    Other liabilities                                                    1,588            922
    Official checks                                                      2,658          1,593
                                                                     ---------      ---------
              Total liabilities                                        198,792        187,634
                                                                     ---------      ---------
Stockholders' equity:
    Common stock, $.01 par value; 6,000,000 shares authorized,
         2,815,853 and 2,663,775 shares issued and outstanding              28             27
    Additional paid-in capital                                          15,890         14,141
    Retained earnings                                                    3,643          4,249
    Accumulated other comprehensive loss                                   (15)            (7)
                                                                     ---------      ---------
              Total stockholders' equity                                19,546         18,410
                                                                     ---------      ---------
              Total liabilities and stockholders' equity             $ 218,338      $ 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)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED     SIX MONTHS ENDED
                                                             JUNE 30,              JUNE 30,
                                                        -----------------     -----------------
                                                         2006       2005       2006       2005
                                                        ------     ------     ------     ------
<S>                                                     <C>        <C>        <C>        <C>
Interest income:
    Loans                                               $3,081     $2,427     $6,091     $4,499
    Securities                                             275        338        562        637
    Other                                                   44         31         89         76
                                                        ------     ------     ------     ------
              Total interest income                      3,400      2,796      6,742      5,212
                                                        ------     ------     ------     ------
Interest expense:
    Deposits                                             1,202        892      2,314      1,673
    Borrowings                                             679        531      1,386        947
                                                        ------     ------     ------     ------
              Total interest expense                     1,881      1,423      3,700      2,620
                                                        ------     ------     ------     ------
Net interest income                                      1,519      1,373      3,042      2,592

              Provision for loan losses                     27        112        133        145
                                                        ------     ------     ------     ------
Net interest income after provision for loan losses      1,492      1,261      2,909      2,447
                                                        ------     ------     ------     ------
Noninterest income:
    Service charges and fees                                14         52         37        100
    Loan prepayment fees                                    70        154        137        341
    Gain on early extinguishment of debt                    --         --        178         --
    Litigation settlement                                   93         --         93         --
    Other                                                    3         15          7         38
                                                        ------     ------     ------     ------
              Total noninterest income                     180        221        452        479
                                                        ------     ------     ------     ------
Noninterest expenses:
    Salaries and employee benefits                         505        463        996        936
    Occupancy and equipment                                157        150        316        291
    Data processing                                         41         50         82        101
    Professional fees                                       66         60        132        102
    Insurance 17                                            18         36         34
    Stationary and supplies                                  6         12         17         22
    Other                                                  100        102        198        196
                                                        ------     ------     ------     ------
              Total noninterest expenses                   892        855      1,777      1,682
                                                        ------     ------     ------     ------
Earnings before income taxes                               780        627      1,584      1,244

    Income taxes                                           294        239        581        472
                                                        ------     ------     ------     ------
Net earnings                                            $  486     $  388     $1,003     $  772
                                                        ======     ======     ======     ======
Net earnings per share:
    Basic                                               $  .17     $  .14     $  .36     $  .28
                                                        ======     ======     ======     ======
    Diluted                                             $  .16     $  .13     $  .34     $  .27
                                                        ======     ======     ======     ======
Dividends per share                                     $   --     $   --     $   --     $   --
                                                        ======     ======     ======     ======
</TABLE>

     See Accompanying Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                     SIX MONTHS ENDED JUNE 30, 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 six months
         ended June 30, 2005
         (unaudited)                             --            --            --           772             --            772

     Net change in unrealized loss on
         security available for sale
         (unaudited)                             --            --            --            --              2              2
                                                                                                                  ---------
     Comprehensive income
         (unaudited)                             --            --            --            --             --            774
                                                                                                                  ---------
Proceeds from exercise of common
     stock options (unaudited)               11,733            --            62            --             --             62
                                         ----------     ---------     ---------     ---------      ---------      ---------
Balance at June 30, 2005
         (unaudited)                      2,661,835     $      27        14,113         3,420             (1)        17,559
                                         ==========     =========     =========     =========      =========      =========

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

     Net earnings for the six months
         ended June 30, 2006
         (unaudited)                             --            --            --         1,003             --          1,003

     Net change in unrealized loss on
         security available for sale
         (unaudited)                             --            --            --            --             (8)            (8)
                                                                                                                  ---------
     Comprehensive income
         (unaudited)                             --            --            --            --             --            995
                                                                                                                  ---------
Proceeds from exercise of common
     stock options, including tax
     benefit of $37 (unaudited)              18,000            --           141            --             --            141
                                                                                                                  ---------
5% stock dividend (unaudited)               134,078             1         1,608        (1,609)            --             --
                                         ----------     ---------     ---------     ---------      ---------      ---------
Balance at June 30, 2006
         (unaudited)                      2,815,853     $      28        15,890         3,643            (15)        19,546
                                         ==========     =========     =========     =========      =========      =========
</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>
                                                                                      SIX MONTHS ENDED
                                                                                          JUNE 30,
                                                                                  ----------------------
                                                                                    2006          2005
                                                                                  --------      --------
<S>                                                                               <C>           <C>
Cash flows from operating activities:
    Net earnings                                                                  $  1,003           772
    Adjustments to reconcile net earnings to net cash provided by
      operating activities:
         Depreciation and amortization                                                 114           131
         Provision for loan losses                                                     133           145
         Gain on early extinguishment of debt                                         (178)           --
         Net amortization of fees, premiums and discounts                              332           106
         Repayments of loans held for sale                                              --             5
         (Increase) decrease in accrued interest receivable                            (49)           10
         Decrease (increase) in other assets                                           369          (195)
         Increase in official checks and other liabilities                           1,731         1,243
                                                                                  --------      --------
                  Net cash provided by operating activities                          3,455         2,217
                                                                                  --------      --------
Cash flows from investing activities:
    Purchases of securities held to maturity                                        (4,926)       (7,843)
    Principal repayments of securities held to maturity                              1,825         2,926
    Net increase in loans                                                           (9,380)      (25,306)
    Purchase of premises and equipment                                                 (82)         (120)
    Purchase of Federal Home Loan Bank stock                                          (275)         (247)
                                                                                  --------      --------
                  Net cash used in investing activities                            (12,838)      (30,590)
                                                                                  --------      --------
Cash flows from financing activities:
    Net increase in deposits                                                         5,147        14,069
    Proceeds from exercise of common stock options                                     104            62
    Net increase in Federal Home Loan Bank advances                                  4,458         3,650
    Net increase in other borrowings                                                    --         7,950
    Tax benefit associated with exercise of common stock options                        37            --
                                                                                  --------      --------
                  Net cash provided by financing activities                          9,746        25,731
                                                                                  --------      --------
Net increase (decrease) in cash and cash equivalents                                   363        (2,642)

Cash and cash equivalents at beginning of the period                                 1,154         3,223
                                                                                  --------      --------

Cash and cash equivalents at end of the period                                    $  1,517      $    581
                                                                                  ========      ========
Supplemental disclosure of cash flow information:
    Cash paid during the period for:
         Interest                                                                 $  3,705      $  2,533
                                                                                  ========      ========
         Income taxes                                                             $    818      $  1,004
                                                                                  ========      ========
    Noncash investing and financing activities:
         Change in accumulated other comprehensive (loss) income
              net change in unrealized loss on security available for sale        $     (8)     $      2
                                                                                  ========      ========
         Loans reclassified to foreclosed real estate                             $     --      $  3,315
                                                                                  ========      ========
         Common stock dividend                                                    $  1,609      $     --
                                                                                  ========      ========
</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 June 30, 2006,
           and the results of operations for the three- and six-month periods
           ended June 30, 2006 and 2005, and cash flows for the six-months
           periods ended June 30, 2006 and 2005. The results of operations for
           the three and six months ended June 30, 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):

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                              JUNE 30,                    JUNE 30,
                                                                        -------------------       ---------------------
                                                                         2006         2005         2006           2005
                                                                        ------       ------       ------         ------
                <S>                                                     <C>          <C>          <C>            <C>
                Balance at beginning of period                          $  883       $  661       $  777         $  628
                Provision for loan losses                                   27          112          133            145
                                                                        ------       ------       ------         ------
                Balance at end of period                                $  910       $  773       $  910         $  773
                                                                        ------       ------       ------         ------
</TABLE>

           There were no impaired loans at June 30, 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):
<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                              JUNE 30,                      JUNE 30,
                                                                         2006         2005         2006           2005
            <S>                                                         <C>          <C>          <C>            <C>
            Average net investment in impaired loans                    $   --       $  467       $   --         $ 1,870
                                                                        ======       ======       ======         =======

            Interest income recognized on impaired loans                $   --       $   --       $   --         $    --
                                                                        ======       ======       ======         =======
            Interest income received on impaired loans                  $   --       $   --       $   --         $    --
                                                                        ======       ======       ======         =======
</TABLE>

           At June 30, 2006, the Company had no nonaccrual loans or loans over
           90 days still accruing.

                                                                     (continued)

                                       6

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(3)        REGULATORY CAPITAL. The Bank is required to maintain certain minimum
           regulatory capital requirements. The following is a summary at June
           30, 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      11.67%         4.00%

             Tier I capital to risk-weighted assets      15.56%         4.00%

             Total capital to risk-weighted assets       16.15%         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. Earnings per common share have been computed
           based on the following:

<TABLE>
<CAPTION>
                                                                         THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                              JUNE 30,                 JUNE 30,
                                                                    ------------------------   ------------------------
                                                                       2006          2005         2006          2005
                                                                    ----------    ----------   ----------    ----------
             <S>                                                    <C>           <C>          <C>          <C>
             Weighted-average number of common shares
                  outstanding used to calculate basic
                  earnings per common share                          2,815,225     2,791,514    2,808,377     2,788,807

             Effect of dilutive stock options                          149,634        94,777      136,615       110,155
                                                                    ----------    ----------   ----------    ----------
             Weighted-average number of common shares
                  outstanding used to calculate diluted earnings
                  per common share                                   2,964,859     2,886,291    2,944,992     2,898,962
                                                                    ==========    ==========   ==========    ==========
</TABLE>

           All amounts reflect the 5% stock dividend declared in April, 2006 and
paid in June, 2006.

                                                                     (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 June
             30, 2006; therefore, no stock-based compensation has been
             recognized in 2006.

             In addition, prior to the adoption of SFAS 123(R), the tax benefits
             of stock options exercised were classified as operating cash flows.
             Since the adoption of SFAS 123(R), tax benefits resulting from tax
             deductions in excess of the compensation cost recognized for
             options are classified as financing cash flows. As the Company
             adopted the modified-prospective- transition method, the prior
             period condensed consolidated cash flow statement was not adjusted
             to reflect current period presentation.

             The Company established an Incentive Stock Option Plan (the "Plan")
             for officers, directors and employees of the Company and reserved
             544,840 (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. The
             Company accelerated the vesting of all unvested options in the Plan
             in 2005, primarily to reduce noncash compensation expense that
             would have been recorded in its consolidated statements of earnings
             in future years due to the adoption of SFAS No. 123(R) in January
             2006. In accordance with SFAS 123, in 2005 the Company expensed the
             remaining unrecognized compensation cost associated with these
             options in the proforma disclosure. The options must be exercised
             within ten years from the date of grant. At June 30, 2006, 9,240
             options were available for grant.

                                                                     (continued)

                                       8

<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


(5)        STOCK-BASED COMPENSATION, CONTINUED. 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, 2006 and paid in June, 2006
           (dollars in thousands, except per share amounts):
<TABLE>
<CAPTION>
                                                                                              WEIGHTED-
                                                                              WEIGHTED-        AVERAGE
                                                                               AVERAGE        REMAINING     AGGREGATE
                                                              NUMBER OF        EXERCISE       CONTRACTUAL    INTRINSIC
                                                               OPTIONS          PRICE           TERM          VALUE
                                                              ---------       --------        --------      --------
               <S>                                             <C>             <C>            <C>             <C>
               Outstanding at December 31, 2005                 497,640        $ 7.62
               Exercised                                        (18,000)         5.77
               Forfeited                                         (9,240)         9.21
                                                              ---------
               Outstanding and exercisable at June
                 30, 2006                                       470,400        $ 7.66          7.2 years      $ 2,394
                                                              =========        =======        ==========      =======
</TABLE>
             The total intrinsic value of options exercised during the three and
             six months ended June 30, 2006 was $14,250 and $93,850,
             respectively and the tax benefit relating to the stock options
             exercised was $5,000 and $37,000, respectively.

             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 and six months
             ended June 30, 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 and paid in June, 2006 (in thousands,
             except per share data).
<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED      SIX MONTHS ENDED
                                                                                  JUNE 30,              JUNE 30,
                                                                                    2005                  2005
                                                                                   ------                ------
              <S>                                                                  <C>                    <C>
              Net earnings, as reported                                            $  388                 $ 772
              Deduct:  Total stock-based employee compensation expense
                  determined under fair value based method for all awards             (44)                  (88)
                                                                                   ------                ------
              Proforma net earnings                                                $  344                $  684
                                                                                   ======                ======
              Basic earnings per share:
                  As reported                                                      $  .14                $  .28
                                                                                   ======                ======
                  Proforma                                                         $  .12                $  .25
                                                                                   ======                ======
              Diluted earnings per share:
                  As reported                                                      $  .13                $  .27
                                                                                   ======                ======
                  Proforma                                                         $  .12                $  .24
                                                                                   ======                ======
</TABLE>

(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
June 30, 2006, and for the three- and six-month periods ended June 30, 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 June 30, 2006,
and the condensed consolidated statements of earnings for the three- and
six-month periods ended June 30, 2006 and 2005 and the related condensed
consolidated statements of stockholders' equity and cash flows for the six-month
periods ended June 30, 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
July 21, 2006

                                       11

<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

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

                COMPARISON OF JUNE 30, 2006 AND DECEMBER 31, 2005


LIQUIDITY AND CAPITAL RESOURCES

    The Company's primary sources of cash during the six months ended June 30,
    2006 were from net deposit inflows of approximately $5.1 million, principal
    repayments of securities held to maturity of approximately $1.8 million,
    cash provided from operating activities of approximately $3.5 million and
    increases in Federal Home Loan Bank advances of approximately $4.5 million.
    Cash was used primarily for net loan originations of approximately $9.4
    million and purchases of securities of approximately $4.9 million. At June
    30, 2006, the Company had time deposits of approximately $67.2 million that
    mature in one year or less. At June 30, 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>
                                                                       SIX MONTHS                       SIX MONTHS
                                                                         ENDED            YEAR ENDED       ENDED
                                                                        JUNE 30,         DECEMBER 31,    JUNE 30,
                                                                          2006              2005           2005
                                                                         ------            ------         ------
        <S>                                                                <C>               <C>           <C>
        Average equity as a percentage
           of average assets                                                9.16%            9.48%          9.70%

        Equity to total assets at end of period                             8.95%            8.93%          9.13%

        Return on average assets (1)                                         .96%             .86%           .87%

        Return on average equity (1)                                       10.53%            9.03%          8.98%

        Noninterest expenses to average assets (1)                          1.71%            1.82%          1.90%

        Nonperforming loans to total assets at end
           of period                                                          --%              --%          1.72%
</TABLE>

------------
(1)  Annualized for the six months ended June 30, 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 June 30, 2006, follows (in thousands):

                                                                 CONTRACT
                                                                  AMOUNT
                                                                 --------
              Commitments to extend credit                       $  9,395
                                                                 ========
              Undisbursed loans in process                       $    207
                                                                 ========

    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 JUNE 30,
                                                                   2006                               2005
                                                    ---------------------------------     ----------------------------
                                                                 INTEREST     AVERAGE                 INTEREST  AVERAGE
                                                     AVERAGE        AND       YIELD/        AVERAGE      AND    YIELD/
                                                     BALANCE     DIVIDENDS     RATE         BALANCE   DIVIDENDS  RATE
                                                    ---------    -------      -------     ---------   -------   ------
                                                                               ($ IN THOUSANDS)
<S>                                                 <C>          <C>           <C>        <C>         <C>       <C>
Interest-earning assets:
   Loans                                            $ 173,395    $ 3,081       7.11%      $ 145,080   $ 2,427    6.69%
   Securities                                          24,635        275       4.47          30,405       338    4.45
   Other (1)                                            3,173         44       5.55           2,840        31    4.37
                                                    ---------    -------                  ---------   -------

     Total interest-earning assets/interest income    201,203      3,400       6.76         178,325     2,796    6.27
                                                                                                      -------
Cash and due from banks                                   277         --         --             258        --      --
Premise and equipment                                   4,044                                 4,125        --      --
Other                                                   2,251         --         --           5,420        --      --
                                                    ---------                             ---------
     Total assets                                   $ 207,775         --         --       $ 188,128        --      --
                                                    =========                             =========
Interest-bearing liabilities:
   Savings, NOW and money-market deposits               8,580         42       1.96           7,640        26    1.36
   Time deposits                                      108,842      1,160       4.26          98,525       866    3.52
   Borrowings (2)                                      67,131        679       4.05          61,132       531    3.47
                                                    ---------    -------                  ---------   -------
     Total interest-bearing liabilities/
        interest expense                              184,553      1,881       4.08         167,297     1,423    3.40
                                                                 -------                              -------
Noninterest-bearing demand deposits                       884         --         --           1,070        --      --
Other liabilities                                       2,964         --         --           2,399        --      --
Stockholders' equity                                   19,374         --         --          17,362        --      --
                                                    ---------                             ---------
     Total liabilities and stockholders' equity     $ 207,775         --         --       $ 188,128        --      --
                                                    =========                             =========
Net interest income                                        --    $ 1,519         --              --   $ 1,373      --
                                                                 =========                            =======
Interest-rate spread (3)                                   --         --       2.68%             --        --    2.87%
                                                                             ======                             =====

Net interest margin (4)                                    --         --       3.02%             --        --    3.08%
                                                                             ======                             =====
Ratio of average interest-earning assets to
   average interest-bearing liabilities                  1.09         --         --            1.07        --      --
                                                    =========                             =========
</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 agreements to repurchase and junior subordinated
debenture.

 (3) Interest-rate spread represents the difference between the
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. OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

                                       14

<PAGE>


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>
                                                                          SIX MONTHS ENDED JUNE 30,
                                                    ------------------------------------------------------------------
                                                                   2006                              2005
                                                    ---------------------------------     ----------------------------
                                                                 INTEREST     AVERAGE                 INTEREST  AVERAGE
                                                     AVERAGE        AND       YIELD/        AVERAGE      AND    YIELD/
                                                     BALANCE     DIVIDENDS     RATE         BALANCE   DIVIDENDS  RATE
                                                    ---------    -------     --------     ---------   --------  ------
                                                                               ($ IN THOUSANDS)
<S>                                                 <C>          <C>          <C>         <C>         <C>       <C>
Interest-earning assets:
   Loans                                            $ 172,791    $ 6,091       7.05%      $ 135,511   $ 4,499    6.64%
   Securities                                          25,020        562       4.49          28,782       637    4.43
   Other (1)                                            3,349         89       5.32           4,530        76    3.35
                                                    ---------    -------                  ---------   -------
     Total interest-earning assets/interest income    201,160      6,742       6.70         168,823     5,212    6.17
                                                                 -------                              -------
Cash and due from banks                                   313         --         --             417        --      --
Premise and equipment                                   4,055         --         --           2,857        --      --
Other                                                   2,431         --         --           5,004        --      --
                                                                                          ---------
     Total assets                                   $ 207,959         --         --       $ 177,101        --      --
                                                    =========                             =========
Interest-bearing liabilities:
   Savings, NOW and money-market deposits               7,948         65       1.64           7,829        45    1.15
   Time deposits                                      108,606      2,249       4.14          94,227     1,628    3.46
   Borrowings (2)                                      68,692      1,386       4.04          54,542       947    3.47
                                                    ---------    -------                  ---------   -------
     Total interest-bearing liabilities/
        interest expense                              185,246      3,700       4.00         156,598     2,620    3.35
                                                                                                      -------
Noninterest-bearing demand deposits                       887         --         --           1,079        --      --
Other liabilities                                       2,768         --         --           2,237        --      --
Stockholders' equity                                   19,058         --         --          17,187        --      --
                                                    ---------                             ---------
     Total liabilities and stockholders' equity     $ 207,959         --         --       $ 177,101        --      --
                                                    =========                             =========
Net interest income                                        --    $ 3,042         --              --   $ 2,592      --
                                                                 =======                              =======
Interest-rate spread (3)                                   --         --       2.70%             --        --    2.82%
                                                                             ======                            ======
Net interest margin (4)                                    --         --       3.02%             --        --    3.07%
                                                                             ======                            ======
Ratio of average interest-earning assets to
   average interest-bearing liabilities                  1.09         --         --            1.08        --      --
                                                    =========                             =========
</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 agreements
     to repurchase and junior subordinated debenture.
(3)  Interest-rate spread represents the difference between the 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.

                                       15

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

       COMPARISON OF THE THREE-MONTH PERIODS ENDED JUNE 30, 2006 AND 2005


   GENERAL. Net earnings for the three months ended June 30, 2006, were $486,000
      or $.17 per basic and $.16 per diluted share compared to net earnings of
      $388,000 or $.14 per basic and $.13 per diluted share for the period ended
      June 30, 2005. This increase in the Company's net earnings was primarily
      due to an increase in net interest income.

   INTEREST INCOME. Interest income increased to $3.4 million for the three
      months ended June 30, 2006 from $2.8 million for the three months ended
      June 30, 2005. Interest income on loans increased to $3.1 million due
      primarily to an increase in the average loan portfolio balance for the
      three months ended June 30, 2006, and an increase in the average yield
      earned from 6.69% for the three months ended June 30, 2005 to 7.11% for
      the three months ended June 30, 2006. Interest on securities decreased to
      $275,000 due primarily to a decrease in the average balance of the
      securities portfolio in 2006.

   INTEREST EXPENSE. Interest expense on deposits increased to $1,202,000 for
      the three months ended June 30, 2006, from $892,000 for the three months
      ended June 30, 2005. Interest expense increased primarily because of an
      increase in the average balance and the average rate paid on deposits
      during 2006. Interest expense on borrowings increased to $679,000 for the
      three months ended June 30, 2006 from $531,000 for the three months ended
      June 30, 2005 due to an increase in the average balance of borrowings and
      an increase in the average rate paid on borrowings during 2006.

   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 June 30, 2006, was $27,000 compared to $112,000
      for the same period in 2005. Management believes the balance in the
      allowance for loan losses of $910,000 at June 30, 2006, is adequate.

   NONINTEREST INCOME. Total noninterest income decreased to $180,000 for the
      three months ended June 30, 2006, from $221,000 for the three months ended
      June 30, 2005, primarily due to a decrease in loan prepayment fees,
      partially offset by receiving a litigation settlement.

   NONINTEREST EXPENSES. Total noninterest expenses increased to $892,000 for
      the three months ended June 30, 2006 from $855,000 for the three months
      ended June 30, 2005, primarily due to the continued growth of the Company.

   INCOME TAXES. Income taxes for the three months ended June 30, 2006, were
      $294,000 (an effective rate of 37.7%) compared to income taxes of $239,000
      (an effective rate of 38.1%) for the three months ended June 30, 2005.

                                       16

<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

        COMPARISON OF THE SIX-MONTH PERIODS ENDED JUNE 30, 2006 AND 2005



   GENERAL. Net earnings for the six months ended June 30, 2006, were $1,003,000
      or $.36 per basic and $.34 per diluted share compared to net earnings of
      $772,000 or $.28 per basic and $.27 per diluted share for the period ended
      June 30, 2005. This increase in the Company's net earnings was primarily
      due to an increase in net interest income.

   INTEREST INCOME. Interest income increased to $6.7 million for the six months
      ended June 30, 2006 from $5.2 million for the six months ended June 30,
      2005. Interest income on loans increased to $6.1 million due primarily to
      an increase in the average loan portfolio balance for the six months ended
      June 30, 2006 and an increase in the average yield earned from 6.64% for
      the six months ended June 30, 2005 to 7.05% for the six months ended June
      30, 2006. Interest on securities decreased to $562,000 due primarily to a
      decrease in the average balance of the securities portfolio in 2006.

   INTEREST EXPENSE. Interest expense on deposits increased to $2.3 million for
      the six months ended June 30, 2006, from $1.7 million for the six months
      ended June 30, 2005. Interest expense increased primarily because of an
      increase in the average balance and the average rate paid on deposits
      during 2006. Interest expense on borrowings increased to $1.4 million for
      the six months ended June 30, 2006 from $947,000 for the six months ended
      June 30, 2005 due to an increase in the average balance of borrowings and
      an increase in the average rate paid on borrowings during 2006.

   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 six months ended June 30, 2006, was $133,000 compared to $145,000
      for the same period in 2005. Management believes the balance in the
      allowance for loan losses of $910,000 at June 30, 2006, is adequate.

   NONINTEREST INCOME. Total noninterest income decreased to $452,000 for the
      six months ended June 30, 2006, from $479,000 for the six months ended
      June 30, 2005, primarily due to a decrease in loan prepayment fees
      partially offset by an increase in gains recognized on the payoff of
      Federal Home Loan Bank advances and due to receiving a litigation
      settlement.

   NONINTEREST EXPENSES. Total noninterest expenses increased to $1.8 million
      for the six months ended June 30, 2006 from $1.7 million for the six
      months ended June 30, 2005, primarily due to the continued growth of the
      Company.

   INCOME TAXES. Income taxes for the six months ended June 30, 2006, were
      $581,000 (an effective rate of 36.7%) compared to income taxes of $472,000
      (an effective rate of 37.9%) for the six months ended June 30, 2005.

                                       17

<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.













                                       18
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of the Shareholders (the "Annual Meeting") of OptimumBank was
held on April 27, 2006, to consider the election of directors each for a term of
one year.

At the Annual Meeting, 2,204,766 shares were present in person or by proxy. The
following is a summary and tabulation of the matters that were voted upon at the
Annual Meeting:

Proposal I

The election of directors each for a term of one year is as follows:

                                                        FOR          WITHHELD

Albert J. Finch                                      2,204,686             80
                                                    ==========        =======
Richard L. Browdy                                    2,204,686             80
                                                    ==========        =======
Michael Bedzow                                       2,204,686             80
                                                    ==========        =======
Sam Borek                                            2,203,766          1,000
                                                    ==========        =======
Irving P. Cohen                                      2,204,686             80
                                                    ==========        =======
Gordon Deckelbaum                                    2,204,686             80
                                                    ==========        =======
H. David Krinsky                                     2,203,686          1,080
                                                    ==========        =======
Wendy Mitchler                                       2,204,686             80
                                                    ==========        =======
Larry R. Willis                                      2,203,686          1,080
                                                    ==========        =======



                                       19
<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

                           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


                                       20
<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:  August 11, 2006                           By: /s/ Albert J. Finch
                                                     ---------------------------
                                                     Albert J. Finch,
                                                     Chief Executive Officer




Date:  August 11, 2006                           By: /s/ Richard L. Browdy
                                                     ---------------------------
                                                     Richard L. Browdy,
                                                     Chief Financial Officer










                                       21