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, 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                               (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NO.)

                             10197 Cleary Boulevard
                            Plantation, Florida 33324
                            -------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (954) 452-9501
                                 --------------
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)


         (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
                               SINCE LAST REPORT)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceeding 12 months (or 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 [ ]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:


Common stock, par value $.01 per share                  2,634,150 shares
--------------------------------------              ----------------------------
             (CLASS)                                OUTSTANDING AT JULY 31, 2004

Transitional Small Business Format (check one): YES [ ] NO [X]

<PAGE>


                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

                                      INDEX
<TABLE>

<S>                                                                                <C>
PART I. FINANCIAL INFORMATION

   ITEM 1. INTERIM FINANCIAL STATEMENTS                                             PAGE

     Condensed Consolidated Balance Sheets -
       June 30, 2004 (unaudited) and December 31, 2003.................................2

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

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

     Condensed Consolidated Statements of Cash Flows -
       Six Months ended June 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 2.  CHANGES IN SECURITIES.....................................................17

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................17

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..........................................19

SIGNATURES............................................................................20
</TABLE>


                                       1
<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                  (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                                  JUNE 30,   DECEMBER 31,
    ASSETS                                                          2004         2003
                                                                 ---------    ---------
                                                                (UNAUDITED)
<S>                                                              <C>          <C>
Cash and due from banks                                          $     419    $     331
Federal funds sold                                                   9,135          208
                                                                 ---------    ---------

              Total cash and cash equivalents                        9,554          539

Securities held to maturity                                         19,873       16,539
Security available for sale                                            243          246
Loans, net of allowance for loan losses of $547 and $492           116,243      111,320
Loans held for sale                                                  1,390        1,406
Federal Home Loan Bank stock                                         1,958        1,525
Premises and equipment, net                                          2,031        1,912
Accrued interest receivable                                          1,269        1,224
Other assets                                                         1,074          468
                                                                 ---------    ---------

              Total assets                                       $ 153,635    $ 135,179
                                                                 =========    =========

    LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Noninterest-bearing demand deposits                          $     695    $     747
    Savings, NOW and money-market deposits                          10,296        6,436
    Time deposits                                                   78,352       73,561
                                                                 ---------    ---------

              Total deposits                                        89,343       80,744

    Official checks                                                  1,068          439
    Federal Home Loan Bank advances                                 39,150       29,500
    Other borrowings                                                 7,500        8,750
    Other liabilities                                                  166          262
    Deferred income tax liability                                      584          584
                                                                 ---------    ---------

              Total liabilities                                    137,811      120,279
                                                                 ---------    ---------

Stockholders' equity:
    Common stock, $.01 par value; 6,000,000 shares authorized,
         2,634,150 and 2,613,501 shares issued and outstanding          26           26
    Additional paid-in capital                                      13,912       13,800
    Retained earnings                                                1,893        1,078
    Accumulated other comprehensive income (loss)                       (7)          (4)
                                                                 ---------    ---------

              Total stockholders' equity                            15,824       14,900
                                                                 ---------    ---------

              Total liabilities and stockholders' equity         $ 153,635    $ 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     SIX MONTHS ENDED
                                                             JUNE 30,             JUNE 30,
                                                        -----------------     -----------------
                                                          2004      2003       2004       2003
                                                        ------     ------     ------     ------
<S>                                                     <C>         <C>        <C>        <C>
Interest income:
    Loans                                               $1,880      1,386      3,812      2,586
    Securities                                             185         56        379        114
    Other                                                   29         20         50         40
                                                        ------     ------     ------     ------

              Total interest income                      2,094      1,462      4,241      2,740
                                                        ------     ------     ------     ------

Interest expense:
    Deposits                                               679        540      1,362      1,019
    Borrowings                                             264        145        532        255
                                                        ------     ------     ------     ------

              Total interest expense                       943        685      1,894      1,274
                                                        ------     ------     ------     ------

Net interest income                                      1,151        777      2,347      1,466

              Provision for loan losses                     25         48         55         83
                                                        ------     ------     ------     ------

Net interest income after provision for loan losses      1,126        729      2,292      1,383
                                                        ------     ------     ------     ------

Noninterest income:
    Service charges and fees                                39         34         77         55
    Prepayment fees collected                              148         31        329         73
    Other                                                    9          5         11          6
                                                        ------     ------     ------     ------

              Total noninterest income                     196         70        417        134
                                                        ------     ------     ------     ------

Noninterest expenses:
    Salaries and employee benefits                         402        290        816        547
    Occupancy and equipment                                101         72        209        131
    Data processing                                         38         32         76         64
    Professional fees                                       38         26         71         44
    Insurance                                               13         11         25         22
    Stationery and supplies                                 17         13         33         20
    Other                                                   81         62        162        120
                                                        ------     ------     ------     ------

              Total noninterest expenses                   690        506      1,392        948
                                                        ------     ------     ------     ------

Earnings before income taxes                               632        293      1,317        569

    Income taxes                                           241        112        502        217
                                                        ------     ------     ------     ------

Net earnings                                            $  391        181        815        352
                                                        ======     ======     ======     ======

Net earnings per share:
    Basic                                               $  .15        .07        .31        .14
                                                        ======     ======     ======     ======

    Diluted                                             $  .14        .07        .30        .13
                                                        ======     ======     ======     ======
</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, 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

Net earnings for the six months ended
         June 30, 2003 (unaudited)                --             --             --            352             --             352

Proceeds from sale of common stock,
         net of offering costs of $26
         (unaudited)                          48,169             --            300             --             --             300
                                           ---------      ---------      ---------      ---------      ---------       ---------

Balance at June 30, 2003 (unaudited)       2,613,008      $      26         13,796            456             --          14,278
                                           =========      =========      =========      =========      =========       =========


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

Comprehensive income:

     Net earnings for the six months
         ended June 30, 2004
         (unaudited)                              --             --             --            815             --             815

     Net change in unrealized loss on
         security available for sale
         (unaudited)                              --             --             --             --             (3)             (3)
                                                                                                                       ---------

     Comprehensive income (unaudited)                                                                                        812
                                                                                                                       ---------

Proceeds from sale of common stock
     (unaudited)                                 915             --              9             --             --               9
                                                                                                                       ---------

Proceeds from exercise of common
     stock options (unaudited)                19,734             --            103             --             --             103
                                           ---------      ---------      ---------      ---------      ---------       ---------

Balance at June 30, 2004 (unaudited)       2,634,150      $      26         13,912          1,893             (7)         15,824
                                           =========      =========      =========      =========      =========       =========
</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,
                                                                                -----------------------
                                                                                  2004           2003
                                                                                --------       --------
<S>                                                                             <C>                 <C>
Cash flows from operating activities:
    Net earnings                                                                $    815            352
    Adjustments to reconcile net earnings to net cash provided
      by (used in) operating activities:
         Depreciation and amortization                                                81             42
         Provision for loan losses                                                    55             83
         Net amortization of fees, premiums and discounts                             97            177
         Deferred income taxes                                                        --            217
         Repayments of loans held for sale                                            16             19
         Increase in accrued interest receivable                                     (45)          (235)
         Increase in other assets                                                   (606)        (1,397)
         Increase in official checks and other liabilities                           533              9
                                                                                --------       --------

                  Net cash provided by (used in) operating activities                946           (733)
                                                                                --------       --------

Cash flows from investing activities:
    Purchases of securities held to maturity                                      (4,982)        (2,250)
    Principal repayments of securities held to maturity                            1,655          2,522
    Net increase in loans                                                         (5,082)       (27,319)
    Purchase of premises and equipment                                              (200)          (387)
    Purchase of Federal Home Loan Bank stock                                        (433)          (498)
                                                                                --------       --------

                  Net cash used in investing activities                           (9,042)       (27,932)
                                                                                --------       --------

Cash flows from financing activities:
    Net increase in deposits                                                       8,599         18,580
    Proceeds from sale of common stock, net                                            9            300
    Proceeds from exercise of common stock options                                   103             --
    Net increase in Federal Home Loan Bank advances                                9,650          9,950
    Net decrease in other borrowings                                              (1,250)            --
                                                                                --------       --------

                  Net cash provided by financing activities                       17,111         28,830
                                                                                --------       --------

Net increase in cash and cash equivalents                                          9,015            165

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

Cash and cash equivalents at end of the period                                  $  9,554          3,966
                                                                                ========       ========

Supplemental disclosure of cash flow information:
    Cash paid during the period for:
         Interest                                                               $  1,824          1,241
                                                                                ========       ========

         Income taxes                                                           $    649             --
                                                                                ========       ========

    Noncash investing activity-
         Change in accumulated other comprehensive income (loss)
              net change in unrealized loss on security available for sale      $     (3)            --
                                                                                ========       ========
</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
           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, 2004,
           and the results of operations for the three- and six-month periods
           ended June 30, 2004 and 2003, and cash flows for the six-months
           periods ended June 30, 2004 and 2003. The results of operations for
           the three and six months ended June 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  SIX MONTHS ENDED
                                                       JUNE 30,          JUNE 30,
                                                    -------------     -------------
                                                    2004     2003     2004     2003
                                                    ----     ----     ----     ----
<S>                                                 <C>       <C>      <C>      <C>
                 Balance at beginning of period     $522      323      492      288
                 Provision for loan losses            25       48       55       83
                                                    ----     ----     ----     ----
                 Balance at end of period           $547      371      547      371
                                                    ====     ====     ====     ====
</TABLE>

           The Bank 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 FINANCIAL STATEMENTS (UNAUDITED), CONTINUED


(3)   REGULATORY CAPITAL. The Bank is required to maintain certain minimum
           regulatory capital requirements. The following is a summary at June
           30, 2004 of the regulatory capital requirements and the Bank's
           capital on a percentage basis:
<TABLE>
<CAPTION>
                                                                  PERCENTAGE
                                                                      OF         REGULATORY
                                                                   THE BANK      REQUIREMENT
                                                                   --------      -----------

<S>                                                                  <C>              <C>
                Tier I capital to total average assets               11.08%           4.00%

                Tier I capital to risk-weighted assets               16.15%           4.00%

                Total capital to risk-weighted assets                16.70%           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          SIX MONTHS ENDED
                                                                             JUNE 30,                     JUNE 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                          2,633,020     2,612,821     2,626,988     2,605,880

              Effect of dilutive stock options                           75,207        67,791        65,072        57,132
                                                                      ---------     ---------     ---------     ---------

              Weighted average number of common shares
                   outstanding used to calculate diluted earnings
                   per common share                                   2,708,227     2,680,612     2,692,060     2,663,012
                                                                      =========     =========     =========     =========
</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 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                             (19,734)        5.00-6.75           5.21        (103)
              Forfeited                              (2,000)             8.20           8.20         (16)
                                                   --------      ------------     ----------    --------
              Outstanding at June 30, 2004          389,766      $ 5.00-10.00     $     7.10    $  2,769
                                                   ========      ============     ==========    ========
</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  SIX MONTHS ENDED
                                                           JUNE 30,          JUNE 30,
                                                        -------------    ---------------
                                                        2004     2003    2004      2003
                                                        -----    ----    ----     ------
<S>                                                     <C>       <C>     <C>        <C>
              Net earnings, as reported                 $ 391     181     815        352

              Deduct:  Total stock-based employee
                  compensation determined under the
                  fair value based method for all
                  awards, net of related tax effect        69      18      83         36
                                                        -----     ---     ---     ------

              Proforma net earnings                     $ 322     163     732        316
                                                        =====     ===     ===     ======

              Basic earnings per share:
                  As reported                           $ .15     .07     .31        .14
                                                        =====     ===     ===     ======

                  Proforma                              $ .12     .06     .28        .12
                                                        =====     ===     ===     ======

              Diluted earnings per share:
                  As reported                           $ .14     .07     .30        .13
                                                        =====     ===     ===     ======

                  Proforma                              $ .12     .06     .27        .12
                                                        =====     ===     ===     ======
</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
June 30, 2004, and for the three- and six-month periods ended June 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 June 30,
2004, and the condensed consolidated statements of earnings for the three- and
six-month periods ended June 30, 2004 and 2003 and the related condensed
consolidated statements of stockholders' equity and cash flows for the six-month
periods ended June 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
July 23, 2004

                                       10
<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

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

                COMPARISON OF JUNE 30, 2004 AND DECEMBER 31, 2003


LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary sources of cash during the six months ended June 30,
     2004 were from net deposit inflows of approximately $8.6 million, proceeds
     from Federal Home Loan Bank advances totaling $9.7 million and principal
     repayments of securities held to maturity of approximately $1.7 million.
     Cash was used primarily to purchase securities held to maturity of
     approximately $5.0 million and to originate loans, net of principal
     repayments, totaling $5.1 million. At June 30, 2004, the Company had time
     deposits of $40.1 million that mature in one year or less. At June 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>
                                                               SIX MONTHS                        SIX MONTHS
                                                                  ENDED         YEAR ENDED          ENDED
                                                                JUNE 30,       DECEMBER 31,       JUNE 30,
                                                                  2004             2003             2003
                                                             --------------     -----------      -----------
<S>                                                                <C>              <C>               <C>
        Average equity as a percentage
           of average assets                                       10.58%           13.62%            16.47%

        Equity to total assets at end of period                    10.29%           11.02%            13.64%

        Return on average assets (1)                                1.15%             .95%              .83%

        Return on average equity (1)                               10.89%            6.99%             5.01%

        Noninterest expenses to average assets (1)                  1.97%            2.03%             2.22%

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

        (1) Annualized for the six months ended June 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 condensed consolidated balance sheet. The contract
     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. Because some of the commitments
     are expected to expire without being drawn upon, the total commitment
     amounts do not necessarily represent future cash requirements. The Company
     evaluates each customer's credit worthiness 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
     counterparty.

     Commitments to extend credit typically result in loans with a market
     interest rate when funded. A summary of the amounts of the Company's
     financial instruments with off-balance sheet risk at June 30, 2004, follows
     (in thousands):
<TABLE>
<CAPTION>

                                                        CONTRACT
                                                         AMOUNT
                                                         ------
<S>                                                    <C>
              Commitments to extend credit             $ 10,690
                                                       ========

              Undisbursed loans in process             $    862
                                                       ========
</TABLE>

     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 2004.


                                       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 income from interest-earning assets and
the resultant average yield; (ii) the total dollar amount of interest expense on
interest-bearing liabilities and the resultant average cost; (iii) net interest
income; (iv) rate differential; (v) net interest margin; and (vi) ratio of
average interest-earning assets to average interest-bearing liabilities. Average
balances are based on average daily balances (dollars in thousands):
<TABLE>
<CAPTION>

                                                                           THREE MONTHS ENDED JUNE 30,
                                                  -------------------------------------------------------------------------
                                                                   2004                                 2003
                                                  -------------------------------------     -------------------------------
                                                                 INTEREST     AVERAGE                  INTEREST    AVERAGE
                                                     AVERAGE        AND       YIELD/         AVERAGE      AND      YIELD/
                                                     BALANCE     DIVIDENDS     RATE          BALANCE   DIVIDENDS    RATE
                                                     -------     ---------     ----          -------   ---------    ----
<S>                                               <C>             <C>          <C>        <C>           <C>          <C>
Interest-earning assets:
   Loans                                          $ 113,449       1,880        6.63%      $  77,897     1,386        7.12%
   Securities                                        16,191         185        4.57           6,996        56        3.20
   Other interest-earning assets (1)                  8,616          29        1.35           4,411        20        1.81
                                                  ---------     -------                   ---------    ------

     Total interest-earning assets/interest income  138,256       2,094        6.07          89,304     1,462        6.55
                                                                -------                                ------

Cash and due from banks                                 451                                     258
Premise and equipment                                 1,967                                     664
Other assets                                          2,059                                   1,658
                                                  ---------                               ---------

     Total assets                                 $ 142,733                               $  91,884
                                                  =========                               =========

Interest-bearing liabilities:
   Savings, NOW and money-market deposits             8,880          27        1.22           6,278        22        1.40
   Time deposits                                     79,840         652        3.27          53,622       518        3.86
   Borrowings (2)                                    35,728         264        2.96          16,516       145        3.51
                                                  ---------     -------                   ---------    ------

     Total interest-bearing liabilities/
        interest expense                            124,448         943        3.03          76,416       685        3.59
                                                                -------                                ------

Noninterest-bearing demand deposits                   1,214                                     731
Other liabilities                                     2,072                                     598
Stockholders' equity                                 14,999                                  14,139
                                                  ---------                               ---------

     Total liabilities and stockholders' equity   $ 142,733                               $  91,884
                                                  =========                               =========

Net interest income                                             $ 1,151                                $  777
                                                                =======                                ======

Rate differential (3)                                                          3.04%                                 2.96%
                                                                               ====                                  ====

Net interest margin (4)                                                        3.33%                                 3.48%
                                                                               ====                                  ====

Ratio of average interest-earning assets to
   average interest-bearing liabilities                1.11                                    1.17
                                                       ====                                    ====
</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 and securities sold under
     agreements to repurchase.

(3)  Rate differential 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.

                                       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 income from interest-earning assets and
the resultant average yield; (ii) the total dollar amount of interest expense on
interest-bearing liabilities and the resultant average cost; (iii) net interest
income; (iv) rate differential; (v) net interest margin; and (vi) ratio of
average interest-earning assets to average interest-bearing liabilities. Average
balances are based on average daily balances (dollars in thousands):
<TABLE>
<CAPTION>
                                                                           SIX MONTHS ENDED JUNE 30,
                                                  -------------------------------------------------------------------------
                                                                   2004                                 2003
                                                  -------------------------------------     -------------------------------
                                                                 INTEREST     AVERAGE                  INTEREST    AVERAGE
                                                     AVERAGE        AND       YIELD/         AVERAGE      AND      YIELD/
                                                     BALANCE     DIVIDENDS     RATE          BALANCE   DIVIDENDS    RATE
                                                     -------     ---------     ----          -------   ---------    ----
<S>                                               <C>             <C>          <C>        <C>           <C>          <C>
Interest-earning assets:
   Loans                                          $ 114,047       3,812        6.68%       $ 71,813     2,586        7.20%
   Securities                                        16,380         379        4.63           6,583       114        3.46
   Other interest-earning assets (1)                  6,157          50        1.62           4,632        40        1.73
                                                  ---------     -------                    --------    ------

     Total interest-earning assets/interest income  136,584       4,241        6.21          83,028     2,740        6.60
                                                                -------                                ------

Cash and due from banks                                 513                                     297
Premise and equipment                                 1,959                                     653
Other assets                                          2,392                                   1,351
                                                  ---------                                --------

     Total assets                                 $ 141,448                                $ 85,329
                                                  =========                                ========

Interest-bearing liabilities:
   Savings, NOW and money-market deposits             8,293          55        1.33           6,019        43        1.43
   Time deposits                                     78,907       1,307        3.31          49,828       976        3.92
   Borrowings (2)                                    36,411         532        2.92          14,248       255        3.58
                                                  ---------     -------                    --------    ------

     Total interest-bearing liabilities/
        interest expense                            123,611       1,894        3.06          70,095     1,274        3.64
                                                                -------                                ------

Noninterest-bearing demand deposits                     983                                     623
Other liabilities                                     1,880                                     559
Stockholders' equity                                 14,974                                  14,052
                                                  ---------                                --------

     Total liabilities and stockholders' equity   $ 141,448                                $ 85,329
                                                  =========                                ========

Net interest income                                             $ 2,347                                $1,466
                                                                =======                                ======

Rate differential (3)                                                          3.15%                                 2.96%
                                                                               ====                                  ====

Net interest margin (4)                                                        3.44%                                 3.53%
                                                                               ====                                  ====

Ratio of average interest-earning assets to
   average interest-bearing liabilities                1.10                                    1.18
                                                       ====                                    ====
</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 and securities sold under
     agreements to repurchase.

(3)  Rate differential 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.

                                       14
<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

       COMPARISON OF THE THREE-MONTH PERIODS ENDED JUNE 30, 2004 AND 2003


   GENERAL. Net earnings for the three months ended June 30, 2004, were $391,000
      or $.15 per basic and $.14 per diluted share compared to net earnings of
      $181,000 or $.07 per basic and diluted share for the period ended June 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 $2.1 million for the three
      months ended June 30, 2004 from $1.5 million for the three months ended
      June 30, 2003. Interest income on loans increased to $1.9 million due
      primarily to an increase in the average loan portfolio balance for the
      three months ended June 30, 2004, partially offset by a decrease in the
      average yield earned from 7.12% for the three months ended June 30, 2003
      to 6.63% for the three months ended June 30, 2004. Interest on securities
      increased to $185,000 due primarily to an increase in the average balance
      and an increase in the average yield earned on the securities portfolio in
      2004.

   INTEREST EXPENSE. Interest expense on deposit accounts increased to $679,000
      for the three months ended June 30, 2004, from $540,000 for the three
      months ended June 30, 2003. Interest expense 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 $264,000 for the three months
      ended June 30, 2004 from $145,000 for the three months ended June 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 June 30, 2004, was $25,000 compared to $48,000
      for the same period in 2003. Management believes the balance in the
      allowance for loan losses of $547,000 at June 30, 2004, is adequate.

   NONINTEREST INCOME. Total noninterest income increased to $196,000 for the
      three months ended June 30, 2004, from $70,000 for the three months ended
      June 30, 2003, primarily due to an increase in prepayment fees collected
      of $117,000.

   NONINTEREST EXPENSES. Total noninterest expenses increased to $690,000 for
      the three months ended June 30, 2004 from $506,000 for the three months
      ended June 30, 2003, primarily due to an increase in salaries and employee
      benefits of $112,000, an increase in occupancy and equipment of $29,000,
      and an increase in professional fees of $12,000 all due to the continued
      growth of the Company.

   INCOME TAXES. Income taxes for the three months ended June 30, 2004, were
      $241,000 (an effective rate of 38.1%) compared to income taxes of $112,000
      (an effective rate of 38.2%) for the three months ended June 30, 2003.

                                       15
<PAGE>



                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY

        COMPARISON OF THE SIX-MONTH PERIODS ENDED JUNE 30, 2004 AND 2003



   GENERAL. Net earnings for the six months ended June 30, 2004, were $815,000
      or $.31 per basic and $.30 per diluted share compared to net earnings of
      $352,000 or $.14 per basic and $.13 per diluted share for the period ended
      June 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 $4.2 million for the six months
      ended June 30, 2004 from $2.7 million for the six months ended June 30,
      2003. Interest income on loans increased to $3.8 million due primarily to
      an increase in the average loan portfolio balance for the six months ended
      June 30, 2004, partially offset by a decrease in the average yield earned
      from 7.20% for the six months ended June 30, 2003 to 6.68% for the six
      months ended June 30, 2004. Interest on securities increased to $379,000
      due primarily to an increase in the average balance and an increase in the
      average yield earned on the securities portfolio in 2004.

   INTEREST EXPENSE. Interest expense on deposit accounts increased to $1.4
      million for the six months ended June 30, 2004, from $1.0 million for the
      six months ended June 30, 2003. Interest expense 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 $532,000 for the six
      months ended June 30, 2004 from $255,000 for the six months ended June 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 six months ended June 30, 2004, was $55,000 compared to $83,000
      for the same period in 2003. Management believes the balance in the
      allowance for loan losses of $547,000 at June 30, 2004, is adequate.

   NONINTEREST INCOME. Total noninterest income increased to $417,000 for the
      six months ended June 30, 2004, from $134,000 for the six months ended
      June 30, 2003, primarily due to an increase in prepayment fees collected
      of $256,000.

   NONINTEREST EXPENSES. Total noninterest expenses increased to $1.4 million
      for the six months ended June 30, 2004 from $948,000 for the six months
      ended June 30, 2003, primarily due to an increase in salaries and employee
      benefits of $269,000, an increase in occupancy and equipment of $78,000,
      an increase in professional fees of $27,000, and an increase in other
      expenses of $42,000 all due to the continued growth of the Company.

   INCOME TAXES. Income taxes for the six months ended June 30, 2004, were
      $502,000 (an effective rate of 38.1%) compared to income taxes of $217,000
      (an effective rate of 38.1%) for the six months ended June 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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of the Shareholders (the "Annual Meeting") of the Bank was
held on April 29, 2004 to approve the agreement and plan of reorganization
between the Bank and the Company under which the Bank would become a
wholly-owned subsidiary of the Company, and the Bank's shareholders would become
Company shareholders, to consider the reelection of all existing directors each
for a term of one year and to approve the amendment to the stock option plan to
increase the numbers of common shares available under the plan.

                                       17
<PAGE>

                    OPTIMUMBANK HOLDINGS, INC. AND SUBSIDIARY



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

At the Annual Meeting, 2,234,348 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 approval of the agreement and plan of reorganization dated March 23, 2004
between OptimumBank and OptimumBank Holdings, Inc., as set forth in the notice
to stockholders is as follows:

                                    FOR          WITHHELD        AGAINST
                                    ---          --------        -------

                                 1,669,925        564,423          -
                                 =========        =======      =========

Proposal II

The reelection of all existing directors each for a term of one year is as
follows:

                                    FOR           WITHHELD           AGAINST
                                    ---           --------           -------

Albert J. Finch                  2,234,348           -                  -
                                 =========      ============      ============
Richard L. Browdy                2,234,348           -                  -
                                 =========      ============      ============
Michael Bedzow                   2,234,348           -                  -
                                 =========      ============      ============
Sam Borek                        2,234,348           -                  -
                                 =========      ============      ============
Irving P. Cohen                  2,234,348           -                  -
                                 =========      ============      ============
Gordon Deckelbaum                2,234,348           -                  -
                                 =========      ============      ============
Paul B. Fay, Jr.                 2,234,348           -                  -
                                 =========      ============      ============
Summer G. Kaye                   2,234,348           -                  -
                                 =========      ============      ============
H. David Krinsky                 2,234,348           -                  -
                                 =========      ============      ============
Stephen Markowitz                2,234,348           -                  -
                                 =========      ============      ============
Larry R. Willis                  2,234,348           -                  -
                                 =========      ============      ============

Proposal III

The approval of the amendment to the stock option plan to increase the number of
common shares available under the plan is as follows:

                                  FOR           WITHHELD          AGAINST
                                  ---           --------          -------

                               1,634,521        599,827             -
                               =========        =======        =============

                                       18
<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.

      EXHIBIT NO.     DESCRIPTION OF EXHIBIT
      -----------     ----------------------

      **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, 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

(b)   REPORTS ON FORM 8-K. During the second quarter, the Company filed a report
      on Form 8-K dated April 21, 2004 reporting the press release covering the
      results for the first quarter of 2004.

      On May 10, 2004 the Company filed a report on Form 8-K as the initial
      report of the Company to the Securities Exchange Commission and as a
      notice that the Company was the successor issuer to the Bank under
      Rule 12g-3 of the Securities Exchange Act of 1934.

      On May 11, 2004 the Company filed a report on Form 8-K announcing the
      reorganization of the Company as a bank holding company for the Bank.

                                       19
<PAGE>

                                   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 10, 2004        By:  /s/Albert J. Finch
      ------------------          ---------------------------------------------
                                     Albert J. Finch, Chief Executive Officer




Date:  August 10, 2004        By:  /s/ Richard L. Browdy
      ------------------          ---------------------------------------------
                                     Richard L. Browdy, Chief Financial Officer

                                       20