**UnitedStatesSecurities and Exchange CommissionWashington, D. C. 20549**

**FORM10-QSB**

**x****QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

 

**For thequarterly period ended March 31, 2007**

**o****TRANSITION REPORT UNDERSECTION 13 OR 15(d) OF THE EXCHANGE ACT**

**Forthe transition period from                   to                   **

**CommissionFile Number 333-140448**

**MANHATTANBANCORP**(Exact name of small business issuer as specified in its charter)

| **United States**                |   | **20-5344927**       |
|----------------------------------|--------|----------------------|
| (State or other  jurisdiction of |   | (I.R.S. Employer     |
| incorporation or  organization)  |   | Identification  No.) |

 

**2221 E.Rosecrans Avenue, Suite 131El Segundo, California 90245**(Address of principal executive offices) (Zip Code)

Issuer’s telephonenumber: **(310) 606-8000**

Indicate by a check markwhether the issuer (1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the past 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.   Yes o  No x

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).  Yes o   No x

As of May 29, 2007, therewere 45,000 shares of the issuer’s common stock outstanding.

Transitional SmallBusiness Disclosure Format:  Yes o  No x

 

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**ManhattanBancorp**

March 31, 2007

TABLE OF CONTENTS
|                                     | ** ** | ** **                                                                                                                                      | ** ** | **PAGE** |
|-------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------|
|                                |       |                                                                                                                                            |       |     |
| PART I — FINANCIAL INFORMATION |       |                                                                                                                                            |
|                                |       |                                                                                                                                            |       |     |
| Item 1.                             |       | FINANCIAL STATEMENTS (Unaudited)                                                                                                                |       |     |
|                                |       |                                                                                                                                            |       |     |
|                                |       | BALANCE  SHEETS as of March 31, 2007 and December 31, 2006                                                                                      |       | 3        |
|                                |       |                                                                                                                                            |       |     |
|                                |       | STATEMENTS  OF OPERATIONS for the quarter ended March 31, 2007 and for the period June  19, 2006 (Inception of Business) through March 31, 2007 |       | 4        |
|                                |       |                                                                                                                                            |       |     |
|                                |       | STATEMENTS  OF CASH FLOWS for the quarter ended March 31, 2007 and for the period June  19, 2006 (Inception of Business) through March 31, 2007 |       | 5        |
|                                |       |                                                                                                                                            |       |     |
|                                |       | NOTES TO FINANCIAL STATEMENTS                                                                                                                   |       | 6        |
|                                |       |                                                                                                                                            |       |     |
| Item  2.                            |       | PLAN  OF OPERATIONS                                                                                                                             |       | 10       |
|                                |       |                                                                                                                                            |       |     |
| Item 3.                             |       | CONTROLS AND PROCEDURES                                                                                                                         |       | 11       |
|                                |       |                                                                                                                                            |       |     |
| PART  II - OTHER INFORMATION        |       |                                                                                                                                            |
|                                |       |                                                                                                                                            |       |     |
| Item  1.                            |       | LEGAL  PROCEEDINGS                                                                                                                              |       | 12       |
|                                |       |                                                                                                                                            |       |     |
| Item 2.                             |       | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF  PROCEEDS                                                                                    |       |     |
|                                |       |                                                                                                                                            |       |     |
| Item 3.                             |       | DEFAULTS ON SENIOR SECURITIES                                                                                                                   |       | 13       |
|                                |       |                                                                                                                                            |       |     |
| Item 4.                             |       | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                             |       | 13       |
|                                |       |                                                                                                                                            |       |     |
| Item  5.                            |       | OTHER  INFORMATION                                                                                                                              |       | 13       |
|                                |       |                                                                                                                                            |       |     |
| Item 6.                             |       | EXHIBITS                                                                                                                                        |       | 13       |
|                                |       |                                                                                                                                            |       |     |
| SIGNATURES                          |       |                                                                                                                                            |       | 14       |

 

2

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**PARTI – FINANCIAL INFORMATION**

***Item 1 – Financial Information***

**Manhattan Bancorp**

**(A Development Stage Company)**

**BalanceSheets**
| ** **                                                                                                             | ** ** | **March 31, 2007** | ** ** | **December 31, 2006** | ** ** |
|------------------------------------------------------------------------------------------------------------------------|------------|------------------------------|------------|---------------------------------|------------|
| ** **                                                                                                             | ** ** | **(Unaudited)**              | ** ** | **(Audited)**                   | ** ** |
| **Assets**                                                                                                             | ** ** | ** **                   | ** ** | ** **                      | ** ** |
| ** **                                                                                                             | ** ** | ** **                   | ** ** | ** **                      | ** ** |
| Cash                                                                                                                   |       | $                            | 35,796     |                            | $          | 206,423 |   |
| Property and equipment,  net                                                                                           |       | 61,051                       |       | 23,031                          |       |
| Deposits                                                                                                               |       | 131,092                      |       | 39,277                          |       |
|                                                                                                                   |       |                         |       |                            |       |
| Total assets                                                                                                           |       | $                            | 227,939    |                            | $          | 268,731 |   |
|                                                                                                                   |       |                         |       |                            |       |
| **Liabilities  and Stockholders’ Equity**                                                                         |       |                         |       |                            |       |
|                                                                                                                   |       |                         |       |                            |       |
| Accrued expenses                                                                                                       |       | $                            | 138,224    |                            | $          | 113,123 |   |
| Note payable                                                                                                           |       | 159,080                      |       | —                          |       |
|                                                                                                                   |       |                         |       |                            |       |
| Total  liabilities                                                                                                     |       | 297,304                      |       | 113,123                         |       |
|                                                                                                                   |       |                         |       |                            |       |
| Commitments and  contingencies                                                                                         |       |                         |       |                            |       |
|                                                                                                                   |       |                         |       |                            |       |
| Stockholders’ equity                                                                                              |       |                         |       |                            |       |
| Common stock -  no par value; 10,000,000 shares authorized; issued and outstanding, 45,000 in  2007 and 42,500 in 2006 |       | 450,000                      |       | 425,000                         |       |
| Accumulated deficit                                                                                                    |       | (519,365                     | )          | (269,392                        | )          |
|                                                                                                                   |       |                         |       |                            |       |
| Total  stockholders’ equity                                                                                       |       | (69,365                      | )          | 155,608                         |       |
|                                                                                                                   |       |                         |       |                            |       |
| Total liabilities and  stockholders’ equity                                                                       |       | $                            | 227,939    |                            | $          | 268,731 |   |

 

The accompanyingnotes are an integral part of this financial statement.

3

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**Manhattan Bancorp**

**(A Development Stage Company)**

**Statement of Operations**

**(Unaudited)**
| ** **                                                         | ** ** | ** **                   | ** ** | **June 19, 2006**       | ** ** |
|--------------------------------------------------------------------|------------|------------------------------|------------|-----------------------------------|------------|
| ** **                                                         | ** ** | ** **                   | ** ** | **(Date of Inception)** | ** ** |
| ** **                                                         | ** ** | **Quarter Ended**       | ** ** | **through**                       | ** ** |
| ** **                                                         | ** ** | **March 31, 2007** | ** ** | **March 31, 2007**      | ** ** |
| Pre-opening  expenses                                              |       |                         |       |                              |       |
| Compensation and benefits                                          |       | $                            | 107,916    |                              | $          | 179,752 |   |
|                                                               |       |                         |       |                              |       |
| Occupancy and equipment                                            |       | 15,593                       |       | 25,266                            |       |
|                                                               |       |                         |       |                              |       |
| Legal and professional fees                                        |       | 72,728                       |       | 224,980                           |       |
|                                                               |       |                         |       |                              |       |
| Regulatory filing fee                                              |       | 32,845                       |       | 57,845                            |       |
|                                                               |       |                         |       |                              |       |
| General and administrative                                         |       | 20,891                       |       | 31,522                            |       |
|                                                               |       |                         |       |                              |       |
| Total pre-opening expenses                                         |       | 249,973                      |       | 519,365                           |       |
|                                                               |       |                         |       |                              |       |
| Loss before income  taxes                                          |       | (249,973                     | )          | (519,365                          | )          |
|                                                               |       |                         |       |                              |       |
| Provision for  income taxes                                        |       | —                       |       | —                            |       |
|                                                               |       |                         |       |                              |       |
| Net loss                                                           |       | $                            | (249,973   | )                                 | $          | (519,365 | ) |
|                                                               |       |                         |       |                              |       |
| Weighted average  number of shares outstanding (basis and diluted) |       | 44,139                       |       |                              |       |
|                                                               |       |                         |       |                              |       |
| Basic and diluted loss  per share                                  |       | $                            | (5.66      | )                                 |       |   |

 

The accompanying notes are an integral partof this financial statement.

4

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**Manhattan Bancorp**

**(A Development Stage Company)**

**Statement of Cash Flows**

**(Unaudited)**
| ** **                                                                   | ** ** | ** **                   | ** ** | **June 19, 2006**       | ** ** |
|------------------------------------------------------------------------------|------------|------------------------------|------------|-----------------------------------|------------|
| ** **                                                                   | ** ** | ** **                   | ** ** | **(Date of Inception)** | ** ** |
| ** **                                                                   | ** ** | **Quarter Ended**       | ** ** | **through**                       | ** ** |
| ** **                                                                   | ** ** | **March 31, 2007** | ** ** | **March 31, 2007**      | ** ** |
| **Cash  Flows from Operating Activities**                                    |       |                         |       |                              |       |
| Net loss                                                                     |       | $                            | (249,973   | )                                 | $          | (519,365 | ) |
| Adjustments to reconcile net loss to net cash used  in operating activities: |       |                         |       |                              |       |
| Net change in:                                                               |       |                         |       |                              |       |
| Depreciation and amortization                                                |       | 3,136                        |       | 4,310                             |       |
| Deposits                                                                     |       | (91,815                      | )          | (131,092                          | )          |
| Accrued expenses                                                             |       | 25,101                       |       | 138,224                           |       |
|                                                                         |       |                         |       |                              |       |
| Net cash used in operating activities                                        |       | (313,551                     | )          | (507,923                          | )          |
|                                                                         |       |                         |       |                              |       |
| **Cash  Flows from Investing Activities**                                    |       |                         |       |                              |       |
| Purchase of premises and equipment                                           |       | (41,156                      | )          | (65,361                           | )          |
|                                                                         |       |                         |       |                              |       |
| Net cash used in investing activities                                        |       | (41,156                      | )          | (65,361                           | )          |
|                                                                         |       |                         |       |                              |       |
| **Cash  Flows from Financing Activities**                                    |       |                         |       |                              |       |
| Proceeds from issuance of common stock to founders                           |       | 25,000                       |       | 450,000                           |       |
| Increase from borrowings                                                     |       | 159,080                      |       | 159,080                           |       |
|                                                                         |       |                         |       |                              |       |
| Net cash provided by financing activities                                    |       | 184,080                      |       | 609,080                           |       |
|                                                                         |       |                         |       |                              |       |
| Net increase in cash and cash equivalents                                    |       | (170,627                     | )          | 35,796                            |       |
|                                                                         |       |                         |       |                              |       |
| **Cash  and Cash Equivalents at Beginning of Period**                        |       | 206,423                      |       | —                            |       |
|                                                                         |       |                         |       |                              |       |
| **Cash  and Cash Equivalents at End of Period**                              |       | $                            | 35,796     |                              | $          | 35,796 |   |
|                                                                         |       |                         |       |                              |       |
| **Supplementary  Information**                                               |       |                         |       |                              |       |
|                                                                         |       |                         |       |                              |       |
| Interest paid on deposits                                                    |       | $                            | —     |                              | $          | — |   |
|                                                                         |       |                         |       |                              |       |
| Income taxes  paid                                                           |       | $                            | —     |                              | $          | — |   |

 

The accompanyingnotes are an integral part of this financial statement.

5

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**Manhattan Bancorp**

**Notes toFinancial Statements**

for the period June 19, 2006 (Inception ofBusiness) through March 31, 2007

**Note 1.****        ****Nature of Business**

ManhattanBancorp (the “Company”) is a California corporation incorporated on August 8,2006 for the purpose of becoming a bank holding company and owning all of thestock of Bank of Manhattan, National Association (in organization) (the “Bank”)to be located in El Segundo, California. The Bank will operate as a community bank, offering general commercialbanking services to small and medium-sized businesses and professionals in theSouth Bay, the Westside and the Los Angeles airport areas of Los AngelesCounty.  On December 12, 2006, the Bank’sorganizers filed an application with the Comptroller of the Currency (OCC) toorganize the Bank and an application with the Federal Deposit InsuranceCorporation (FDIC) for insurance of deposits. On April 16, 2007, the Comptroller of the Currency (OCC) grantedpreliminary approval to organize the Bank.  The Bank has not yet received conditional approval for deposit from theFederal Deposit Insurance Corporation (FDIC).

InApril 2007, the Company commenced a best efforts public offering of its commonstock to raise gross offering proceeds in the range of $21,500,000 to$30,000,000.  Assuming the offering issuccessfully completed in the time frame anticipated, the Company proposes toopen the Bank during the third quarter of 2007.   The Company has assembled a management teamand group of outside directors to lead the proposed bank to be located in ElSegundo, California, an affluent business community. The Company’s ability tooperate as a going concern could be negatively impacted in the event regulatoryapprovals are delayed or not obtained or in the event the Company is unable toraise the required capital on a timely basis.

**Note 2.****                                 ****Summary of Significant Policies**

***Use of Estimates***

Inpreparing financial statements in conformity with accounting principlesgenerally accepted in the United States, management is required to makeestimates and assumptions that affect the reported amounts of assets andliabilities and the disclosure of contingent assets and liabilities at the dateof the balance sheet, and the reported amounts of revenues and expenses duringthe reporting period. Actual results could differ from those estimates.

***Cash and Cash Equivalents***

The Company considers allhighly liquid instruments with maturity of three months or less at the time ofissuance to be cash equivalents. Cash consists of cash on deposit with PacificCoast Bankers’ Bank.

6

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***Property and Equipment***

Propertyand equipment are stated at cost less accumulated depreciation. Depreciation isprovided for in amounts sufficient to relate the cost of depreciable assets tooperations over their estimated service lives. The straight-line method ofdepreciation is followed for financial reporting purposes, while bothaccelerated and straight-line methods are followed for income tax purposes.

***Earnings (Loss) Per Share***

The Company follows Statement of Financial Accounting Standards (SFAS)No. 128, *Earnings per Share*.  Basic earnings (loss) per share representsincome available to common stock divided by the weighted-average number ofcommon shares outstanding during the period. Diluted earnings (loss) per share reflectsadditional common shares that would have been outstanding if dilutive potentialcommon shares had been issued, as well as any adjustment to income that wouldresult from the assumed conversion. There were no dilutive potential commonshares outstanding at March 31, 2007.

***Income Taxes***

Deferred income taxes are recognized forestimated future tax effects attributable to income tax carry forwards as wellas temporary differences between income tax and financial reporting purposes.Valuation allowances are established when necessary to reduce the deferred taxasset to the amount expected to be realized. Deferred taxassets and liabilities are reflected at currently enacted income tax ratesapplicable to the period in which the deferred tax assets or liabilities areexpected to be realized or settled. As changes in tax laws or rates areenacted, deferred tax assets and liabilities are adjusted accordingly throughthe provision for income taxes.

***Recent Accounting Pronouncements***

TheCompany does not expect the adoption of recently issued accountingpronouncements to have a significant impact on its results of operations,financial position or cash flow at this time.

**Note 3.****          ****Property and Equipment**

Property and equipment consisted of the following at March 31, 2007:
| Computer equipment              |   | $      | 65,361 |   |
|---------------------------------|--------|--------|--------|--------|
| Less:  accumulated depreciation |   | (4,310 | )      |
|                            |   | $      | 61,051 |   |

 

7

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**Note 4.****          ****Stockholders’ Equity**

TheCompany has authorized 10,000,000 shares of common stock and 10,000,000 sharesof serial preferred stock.  During theperiod ended March 31, 2007, the Company issued 45,000 shares of common stockto its nine founders at $10 per share totaling $450,000. There was no serialpreferred stock issued during the period ended March 31, 2007.

**Note 5.****          ****Stock Based Compensation**

The Company intends to have a stock option plan adopted for itsofficers, directors and employees subject to approval by its shareholders, OCCand FDIC.  Under the proposed plan, theCompany may grant options covering up to 30% of the shares outstanding at theclose of the offering.   All options mustbe granted at an exercise price of not less than 100% of the fair market valueof the shares on the date of grant and for an exercise period of not longerthan ten years.

**Note 6.****          ****Income Taxes**

The Bank had noincome tax expense or benefit for the period ended March 31, 2007, as netoperating losses were incurred and deferred tax assets remain unrecorded, sincetheir realization is dependent on future taxable income.

The components of the netdeferred tax asset are as follows at December 31, 2006:

| Deferred tax assets:    |   |     |    |
|-------------------------|--------|----------|---------|
| Pre-opening expenses    |   | $        | 213,892 |   |
|                    |   |     |    |
| Valuation allowance     |   | (213,892 | )       |
|                    |   |     |    |
| Net deferred tax  asset |   | $        | —  |   |

 

**Note 7.****          ****Commitments and Contingencies**

***Operating Lease Commitments – Temporary Office***

The Company leases temporary office space under anoperating lease agreement through February 2007 and on a month-to-month basisthereafter. Total rental expense for the period from June 19, 2006 (inception)to March 31, 2007 was $16,100.

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***OperatingLease Commitments — Permanent Office***

On March 6, 2007, theCompany entered into a lease for a permanent office facility for the proposedbanking operation. The lease agreement is for a term of seven years with onerenewal option of five years and provides for minimum lease payments asfollows:
| Commencement through 12th month |   | $          | 237,494 |   |
|--------------------------------------|--------|------------|---------|--------|
| From 13th to 24th month    |   | 244,619    |    |
| From 25th to 36th month    |   | 252,958    |    |
| From 37th to 48th month    |   | 259,517    |    |
| From 49th to 60th month    |   | 267,302    |    |
| From 61st to 72nd month    |   | 275,321    |    |
| From 73rd to 84th month    |   | 283,581    |    |
|                                 |   |       |    |
|                                 |   | $1,819,792 |    |

 

The leasebecomes invalid, null and void if the Company fails to obtain allnecessary      approvals to open asubsidiary as federally insured bank by October 1, 2007.  The Lessor has the right to draw upon aletter of credit issued in the amount of $293,000 to cover liquidating damagesassociated with construction cost and the loss of future rental income.

***CapitalizationServices Commitment***

The Company hasa financial advisory and consulting agreement with a consulting firm for theapplication services for the Bank as well as placement agent services to raisecapital. The agreement provides for a sales management fee equal to the lesserof 1% of the gross offering proceeds or $125,000, and a sales and placement feeof 5% of the gross offering proceeds collected from investors identified by theconsulting firm. At March 31, 2007, costs with respect to the placement agentactivities of the consulting firm have not yet been incurred.

***DataNetwork and Bank Equipment/Services Purchase Agreement Commitment***

TheCompany has various agreements with vendors to provide the proposed bank withequipment & information technology network products and services. The productsand services under the agreement are valued at approximately $455,000. At March31, 2007, the Company has approximately $95,000 on deposit towards theseagreements. In the event the Company is unsuccessful in formation of theproposed bank, costs in excess of the deposit may be incurred for products andservices provided through the cessation date as described in the agreements.

**Note 8.****                                 ****Note Payable**

On March 13, 2007 theCompany entered into six-month business loan agreement in the amount of $780,000,which includes a provision for the aforementioned letter of credit. Theinterest rate of the loan is 50 basis points over prime with an initial rate8.75%.  The loan is guaranteed by Mr.Kyle Ransford, a member of the Company’s board of directors.

9

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***Item2 – Plan of Operation***

Manhattan Bancorp wasincorporated under the laws of the State of California on August 8, 2006 forthe purpose of becoming a bank holding company that would own all of theoutstanding shares of capital stock of the Bank, a national bank inorganization. We anticipate that we will receive regulatory approval to openthe Bank during the third quarter of 2007 and open the bank shortly after that.

The initial capital ofManhattan Bancorp was provided through the investment by the Company’sdirectors and one organizer who is not a director in the Company’s shares forthe purpose of providing organizational and offering expenses for ManhattanBancorp and for advancing the organizational and pre-opening expenses for theBank. The Company’s capital consists of an aggregate of 45,000 shares of commonstock to its eight directors ($50,000 per director) and the one organizer whois not a director in a private placement at the purchase price of $10.00 pershare for total gross proceeds to us of $450,000. In order to fund additionalorganizational and offering expenses for Manhattan Bancorp, and organizationaland pre-opening expenses for the Bank, the Company has obtained a workingcapital line from an unaffiliated third party lender to cover any shortfall infunding these expenses prior to the closing of the Company’s public offering.In this regard, the Company has obtained a revolving line of credit fromWestern Commercial Bank of $780,000, which includes a $293,000 letter of creditto secure the Company’s obligations under the lease for its main office. Theloan is unsecured and guaranteed by Company’s chairman. The loan bears interestat the rate of prime + .50% and is for a term of six months. If the Companyshould require additional funds in addition to a third party line of credit inorder to cover its organizational and offering expenses, and to cover any organizational and pre-openingexpenses of the Bank prior to the completion of the Company’s initial publicoffering, we anticipate that the Company’s directors would arrange foradditional extensions of credit, as needed, prior to the opening of the Bank.Any third party loans and any advances made by the Company’s directors would berepaid to them upon the closing of the offering.

In April 2007, the Companycommenced an initial public offering of its common stock.  Pursuant to this offering, which is beingmade on a best efforts basis by the Company, the Company is seeking to raise anaggregate in gross proceeds of between $21,500,000 and $30,000,000.  A placement agent engaged by the Company mayplace up to a maximum of 2,000,000 shares or $20,000,000 in the offering.  All offering proceeds will be held in escrowpending the closing of the offering which is contingent upon final licensing approvalto open the Bank from the Comptroller of the Currency.  The Company may have an initial closing ofthe offering after it has raised the minimum amount of $21,500,000 and may havea subsequent closing thereafter.

Since receiving preliminaryapproval to organize the Bank from the Comptroller of the Currency on April 16, 2007, the Company has been focused oncompleting the steps necessary to enable the Bank to open for business,including preparing an operating site, information systems, computer softwareand hardware, internal controls, and policies and procedures. The Companyanticipates that it will spend approximately $700,000 for tenant improvementsto the Bank’s main office as well as an additional $500,000 for furniture,fixtures and equipment. Other pre­opening expenses are anticipated to total$1.2 million, and include, among other things, occupancy expense, personnelexpense, legal and consulting fees and computer equipment and software.

Both Manhattan Bancorp andthe Bank are newly formed entities and neither has any prior operating history.The Company’s operating results will depend on the operating results of theBank.  The Bank’s success andprofitability will depend in large part on its ability to attract a

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customer base. In additionto the Bank’s four executive officers, when the Bank commences operations itanticipates that it will have an additional 21 employees, including sevenrelationship managers (lending officers) and two credit analysts, for a totalof 25 full time equivalent employees.

The Bank will incursubstantial operating expenses, and there are no assurances as to when, ifever, the Bank will make a profit. Assuming that the Company raises the minimumnet proceeds in its initial public offering, the Company presently believesthat it will have sufficient capital resources to meet its commitments for atleast the next twelve months of operations.

***Item 3 – Controls and Procedures***

Asof the end of the period covered by this report, the Company’s Chief ExecutiveOfficer and the Chief Financial Officer evaluated the effectiveness of thedesign and operation of the Company’s disclosure controls and procedures withrespect to the information generated for use in this periodic report.  Based upon, and as of the date of thatevaluation, the Company’s Chief Executive Officer and the Chief FinancialOfficer concluded that the disclosure controls and procedures were effective toprovide reasonable assurances that information required to be disclosed in thereports the Company files or submits under the Securities Exchange Act of 1934is recorded, processed, summarized and reported within time periods specifiedin the SEC’s rules and forms.

Therewas no change in the Company’s internal controls over financial reportingduring the quarter ended March 31, 2007 that has materially affected, or isreasonably likely to materially affect, the Company’s internal controls overfinancial reporting.

Indesigning and evaluating disclosure controls and procedures, the Companyrecognized that any controls and procedures, no matter how well designed andoperated, can provide only reasonable, not absolute, assurances of achievingthe desired control objectives and Management necessarily was required to applyits judgment in evaluating the cost-benefit relationship of possible controlsand procedures.

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**PART II– OTHER INFORMATION**

***Item 1 – Legal Proceedings***

The Company is not a part to any materiallegal proceedings.

***Item 2 – Unregistered Sale of EquitySecurities and Use of Proceeds***

The following tableprovides the required detail regarding the unregistered equities sold by theCompany from inception through March 31, 2007. The stock was sold for $10.00 per share, no par value. The proceeds ofthese funds were used for the initial costs associated with the forming of theCompany and its subsidiary the Bank during its proposal stage.
|                          | ** ** | **Class of** | ** ** | **Date of** | ** ** | ** ** | ** ** | **# of** | ** ** | **Cash**     | ** ** |
|--------------------------|------------|-------------------|------------|------------------|------------|------------|------------|---------------|------------|--------------|------------|
| **Registered Name** | ** ** | **Persons**       | ** ** | **Sale**         | ** ** | **Title**  | ** ** | **Shares**    | ** ** | **Proceeds** | ** ** |
| Larry S. Murphy          |       | Founder           |       | 8/8/06           |       | Common     |       | 2,500         |       | $            | 25,000     |   |
| Chris Growney            |       | Founder           |       | 8/8/06           |       | Common     |       | 2,500         |       | $            | 25,000     |   |
| Larry S. Murphy          |       | Founder           |       | 8/14/2006        |       | Common     |       | 2,500         |       | $            | 25,000     |   |
| Yost Family  Trust       |       | Founder           |       | 09/18/06         |       | Common     |       | 5,000         |       | $            | 50,000     |   |
| Kyle Ransford            |       | Founder           |       | 09/28/06         |       | Common     |       | 5,000         |       | $            | 50,000     |   |
| Chris Growney            |       | Founder           |       | 10/2/06          |       | Common     |       | 2,500         |       | $            | 25,000     |   |
| Peter Boyes              |       | Founder           |       | 10/11/06         |       | Common     |       | 2,500         |       | $            | 25,000     |   |
| Chris W. Caras,  Jr.     |       | Founder           |       | 10/16/06         |       | Common     |       | 5,000         |       | $            | 50,000     |   |
| Chenoweth Family  Trust  |       | Founder           |       | 10/16/06         |       | Common     |       | 5,000         |       | $            | 50,000     |   |
| Patrick Greene           |       | Founder           |       | 11/13/06         |       | Common     |       | 5,000         |       | $            | 50,000     |   |
| Jeffrey Watson           |       | Founder           |       | 12/19/06         |       | Common     |       | 5,000         |       | $            | 50,000     |   |
| Peter Boyes              |       | Founder           |       | 2/1/07           |       | Common     |       | 2,500         |       | $            | 25,000     |   |
|                     |       |              |       |             |       |       |       |          |       |         |       |
|                     |       |              |       |             |       |       |       | 45,000        |       | $            | 450,000    |   |

 

The sales were madeto persons who had access to the kind of information which registration woulddisclose and who did not purchase the shares for resale to the public.  As noted, these sales were made solely forthe purposes of funding the initial organizational costs of the Company and theBank.  Accordingly, these salesconstituted transactions by the issuer not involving a public offering, whichare exempt from registration under Section 4(2) of the Securities Act of 1933and Rule 506 of Regulation D promulgated thereunder.

The registration statementwith respect to the Company’s initial public offering of between 2,150,000shares and 3,000,000 shares of its common stock became effective on April 19,2007.  The offering commenced on April19, 2007 and is being conducted by the Company on a best efforts basis. TheCompany is seeking to raise between $21,500,000 and $30,000,000 in theoffering. All subscription proceeds of the offering are being held in an escrowaccount at Pacific Coast Bankers’ Bank pending the closing of the offering. TheCompany may have an initial closing of the offering after it has raised theminimum amount of $21,500,000 and may have subsequent closings thereafter.  The Company has engaged Seapower CarpenterCapital, Inc., dba Carpenter & Company, to assist the Company in sellingthe shares on a best efforts basis. Carpenter & Company may place up to a maximum of 2,000,000 shares inthe offering.  Carpenter & Companywill be paid (i) a sales management and financial advisory fee equal to thelesser of 1% of the gross sales proceeds of all shares sold in the offering or$125,000, and (ii) a placement agent fee equal to 5.0% of the aggregate grossproceeds of sales made through Carpenter’s efforts (resulting in a maximum feeof $1,000,000 if Carpenter & Company places 2,000,000 shares.)

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***Item 3 – Defaults upon Senior Securities***

Not Applicable

***Item 4 – Submission of Matters to the Voteof Security Holders***

No matters were submitted to a vote of security holders during thefirst quarter of 2007.

***Item 5 – Other Information***

None

***Item 6 – Exhibits***
| Exhibit  Number | ** ** | **Index to Exhibits**                                                                                                                                                 | ** ** | **Page** |
|-----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------|
| 3.1             |       | Articles of Incorporation of Manhattan Bancorp, as  amended                                                                                                           |       | (1)      |
| 3.2             |       | Bylaws of Manhattan Bancorp                                                                                                                                           |       | (1)      |
| 4.1             |       | Specimen Common Stock Certificate                                                                                                                                     |       | (2)      |
| 10.1            |       | Lease of Main Office of Bank of Manhattan                                                                                                                             |       | (2)      |
| 10.2            |       | Form of Employment Agreement between Bank of  Manhattan And Jeffrey M. Watson                                                                                         |       | (2)      |
| 10.3            |       | Form of Stock Option Plan                                                                                                                                             |       | (2)      |
| 10.4            |       | Financial Advisory and Consulting Agreement dated  March 7, 2007 between Carpenter & Company and SB Organizing Group                                              |       | (2)      |
| 10.5            |       | First Amendment to Financial Advisory and Consulting  Agreement Dated March 7, 2007 between Carpenter & Company and SB  Organizing Group                          |       | (2)      |
| 11              |       | Statement Regarding Computation of Net Income (Loss)  per Share                                                                                                       |       | (3)      |
| 31.1            |       | Certification of the Chief Executive Officer  pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of  1934, as amended                             |       |     |
| 31.2            |       | Certification of the Chief Financial Officer  pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of  1934, as amended                             |       |     |
| 32.1            |       | Certification of the President and Chief Executive  Officer pursuant to 18 U.S.C. Section 1350, as amended pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 |       |     |
| 32.2            |       | Certification of the Chief Financial Officer  pursuant to 18 U.S.C. Section 1350, as amended pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002               |       |     |

 

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(1)          Incorporated byreference to Form SB-2 Registration Statement filed with the Securities andExchange Commission on February 5, 2007.

(2)          Incorporated byreference to Pre-Effective Amendment No. 1 to From SB-2 Registration Statementas filed with the Securities and Exchange Commission on March 20, 2007.

(3)          The informationrequired by this exhibit is incorporated by reference from Note 2 to theCompany’s financial statements included herein.

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### **SIGNATURES**

Pursuant to the requirement of the Securities and Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized.
|            |   |         |   | **MANHATTAN BANCORP**          |
|------------|--------|--------------|--------|--------------------------------|
| ** ** |   |         |   |                           |
| ** ** |   |         |   |                           |
| Date:      |   | May 29, 2007 |   | /s/ Jeffrey M. Watson          |   |
|       |   |         |   | Jeffrey M. Watson              |
|       |   |         |   | President and                  |
|       |   |         |   | Chief Executive Officer        |
|       |   |         |   | (Principal  Executive Officer) |
|       |   |         |   |                           |
|       |   |         |   |                           |
| Date:      |   | May 29, 2007 |   | /s/ Dean Fletcher              |   |
|       |   |         |   | Dean Fletcher                  |
|       |   |         |   | Executive Vice President and   |
|       |   |         |   | Chief Financial Officer        |
|       |   |         |   | (Principal Financial and       |
|       |   |         |   | Accounting Officer)            |

 

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