UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




Form
10-Q/A


Amendment No. 1





(Mark One)





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




For the quarterly period ended September 30, 2012


or




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




For the transition period from __________ to _________




Commission File Number: 000-50755


OPTIMUMBANK HOLDINGS, INC.(Exact name of registrant as specified in its charter)




Florida

000-50755(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)




2477 East Commercial Boulevard, Fort Lauderdale, FL 33308(Address of principal executive offices)




954-776-2332(Registrant’s telephone number, including area code)




N/A(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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes x No o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):




Large accelerated filer  o                                                                                                    Accelerated filer o


Non-accelerated filer    o          (Do not check if a smaller reporting company)          Smaller reporting company x




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


Yes o No x




Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 30,900,833 shares of Common Stock, $.01 par value, issued and outstanding as of November 13, 2012























OPTIMUMBANK HOLDINGS, INC.




EXPLANATORY NOTE












OptimumBank Holdings, Inc., a Florida corporation (the “Company”)
is filing this Amendment No. 1 (the “Amendment”) to its Quarterly Report on Form 10-Q for the period ended September
30, 2012, as filed with the Securities and Exchange Commission (the “Commission”) on November 14, 2012 (the “Original
Filing”).



The Amendment is being filed for the sole purpose of providing Exhibit 10.4 to
the Original Filing.



No changes have been made to the Original Filing
other than to add the information as described above. This Amendment should be read in conjunction with the Original Filing. This
Amendment speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original
Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the
revisions discussed above.





Item 6.  Exhibits




| | 10.4 |  | Second First Amendment dated October 25, 2012 to Amended and Restated Stock Purchase Agreement between OptimumBank Holdings, Inc. and Moishe Gubin dated December 5, 2011
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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OPTIMUMBANK
HOLDINGS, INC.





SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




OPTIMUMBANK HOLDINGS, INC. (Registrant)Date:
November  21 , 2012

By:
/s/ Richard L. BrowdyRichard L. BrowdyPresident and Chief Financial Officer(Principal Executive Officer and Principal

Financial Officer)




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