Use these links to rapidly review the documentManhattan Bancorp (A Development Stage Company) September 30, 2007 TABLE OF CONTENTS



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

|ý                                                             | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------------------------- | ---------------------------------------------------------------------------------
|For the quarterly period ended September 30, 2007            
|o                                                             | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
|For the transition period
from                             to

Commission File Number 333-140448

MANHATTAN BANCORP(Exact name of small business issuer as specified in its charter)

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

---

2141
Rosecrans Avenue, Suite 1160
El Segundo, California 90245

---

(Address
of principal executive offices) (Zip Code)

Issuer's
telephone number: (310) 606-8000

Indicate
by a check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes
ý No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o No ý

As of November 6, 2007, there were 2,487,631 shares of the issuer's common stock outstanding.

Transitional
Small Business Disclosure Format:    Yes o No ý



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Manhattan Bancorp  (A Development Stage Company)  September 30, 2007  TABLE OF CONTENTS



|                             |  |                                                                                                                                                                                        
|---------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PART IFINANCIAL INFORMATION
|Item 1.                      |  | FINANCIAL STATEMENTS                                                                                                                                                                   
|                             |  | BALANCE SHEETS as of September 30, 2007 (Unaudited) and December 31, 2006 (Audited)                                                                                                    
|                             |  | STATEMENTS OF OPERATIONS for the quarter and nine-month period ended September 30, 2007 and for the period June 19, 2006 (Inception of Business through September 30, 2007) (Unaudited)
|                             |  | STATEMENTS OF CASH FLOWS for the nine-month period ended September 30, 2007 and for the period June 19, 2006 (Inception of Business) through September 30, 2007 (Unaudited)            
|                             |  | STATEMENT OF STOCKHOLDERS' EQUITY for the period from June 19, 2006 (Inception of Business) through September 30, 2007                                                                 
|                             |  | NOTES TO FINANCIAL STATEMENTS                                                                                                                                                          
|Item 2.                      |  | PLAN OF OPERATION                                                                                                                                                                      
|Item 3.                      |  | CONTROLS AND PROCEDURES                                                                                                                                                                
|PART IIOTHER INFORMATION   
|Item 1.                      |  | LEGAL PROCEEDINGS                                                                                                                                                                      
|Item 2.                      |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                                                                                                            
|Item 3.                      |  | DEFAULTS ON SENIOR SECURITIES                                                                                                                                                          
|Item 4.                      |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                                                                    
|Item 5.                      |  | OTHER INFORMATION                                                                                                                                                                      
|Item 6.                      |  | EXHIBITS                                                                                                                                                                               
|SIGNATURES                  

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PART IFINANCIAL INFORMATION

Item 1Financial Information

Manhattan Bancorp  (A Development Stage Company)  Balance Sheets

|                                               |                                                                                                                        | September 30,
2007             |                                            | December 31, 2006 |           
|---------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------------------ | ----------------- | ----------
|
|Assets                                         |                                                                                                                        |                                |                                            |                   |           
|Cash and due from banks                        |                                                                                                                        | $                              | 170,077                                    |                   | $         
|Federal funds sold                             |                                                                                                                        |                                | 22,290,000                                 |                   |           
|                                               |                                                                                                                        |                                |                                            |                   |           
|                                               |                                                                                                                        | Total cash and cash equivalent |                                            |                   | 22,460,077
|Loans                                          |                                                                                                                        |                                | 4,813,098                                  |                   |           
|                                               |                                                                                                                        |                                |                                            |                   |           
|                                               | Allowance for loan losses                                                                                              |                                |                                            | (102,000          | )         
|                                               |                                                                                                                        | Net loans                      |                                            |                   | 4,711,098 
|Property and equipment, net                    |                                                                                                                        |                                | 1,398,037                                  |                   |           
|Stock in other financial institutions          |                                                                                                                        |                                | 1,025,000                                  |                   |           
|Accrued interest receivable and other assets   |                                                                                                                        |                                | 427,012                                    |                   |           
|                                               |                                                                                                                        |                                |                                            |                   |           
|                                               |                                                                                                                        |                                | Total assets                               |                   | $         
|                                               |                                                                                                                        |                                |                                            |                   |           
|Liabilities and Stockholders' Equity           |                                                                                                                        |                                |                                            |                   |           
|Deposits:                                      |                                                                                                                        |                                |                                            |                   |           
|                                               | Non-interest bearing demand                                                                                            |                                | $                                          | 2,189,913         |           
|                                               | Interest bearing:                                                                                                      |                                |                                            |                   |           
|                                               |                                                                                                                        | Demand                         |                                            |                   | 38,882    
|                                               |                                                                                                                        | Savings and money market       |                                            |                   | 2,007,736 
|                                               |                                                                                                                        | Certificates of deposit        |                                            |                   | 3,194,167 
|                                               |                                                                                                                        |                                |                                            |                   |           
|                                               |                                                                                                                        |                                | Total deposits                             |                   |           
|Accrued interest payable and other liabilities |                                                                                                                        |                                | 370,308                                    |                   |           
|                                               |                                                                                                                        |                                |                                            |                   |           
|                                               |                                                                                                                        |                                | Total liabilities                          |                   |           
|Commitments and contingencies                  |                                                                                                                        |                                |                                           |                   |           
|Stockholders' equity                           |                                                                                                                        |                                |                                            |                   |           
|                                               | Common stock no par value; 10,000,000 shares authorized; issued and outstanding, 2,487,631 in 2007 and 42,500 in 2006 |                                |                                            | 24,078,828        |           
|Additional paid in capital                     |                                                                                                                        |                                | 73,307                                     |                   |           
|Accumulated deficit                            |                                                                                                                        |                                | (1,931,917                                 | )                 |           
|                                               |                                                                                                                        |                                |                                            |                   |           
|                                               |                                                                                                                        |                                | Total stockholders' equity                 |                   |           
|                                               |                                                                                                                        |                                |                                            |                   |           
|                                               |                                                                                                                        |                                | Total liabilities and stockholders' equity |                   | $         
|                                               |                                                                                                                        |                                |                                            |                   |           

The
accompanying notes are an integral part of this financial statement.

2

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Manhattan Bancorp  (A Development Stage Company)  Statement of Operations  (Unaudited)

|                                                                  |                                          | For the three-month period ended
September 30,
2007 |           | For the nine-month period ended
September 30,
2007 |          | June 19, 2006
(Date of Inception) through
September 30,
2007 |        
|----------------------------------------------------------------- | ---------------------------------------- | --------------------------------------------------- | --------- | -------------------------------------------------- | -------- | ------------------------------------------------------------ | -------
|Interest income                                                   |                                          |                                                     |           |                                                    |          |                                                              |        
|                                                                  | Interest and fees on loans               |                                                     | $         | 21,024                                             |          | $                                                            | 21,024 
|                                                                  | Interest on federal funds sold           |                                                     |           | 136,854                                            |          |                                                              | 136,854
|                                                                  | Interest on investment securities        |                                                     |           |                                                   |          |                                                              |       
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|                                                                  |                                          | Total interest income                               |           |                                                    | 157,878  |                                                              |        
|Interest expense on deposits                                      |                                          |                                                     | 15,307    |                                                    |          | 15,307                                                       |        
|Interest expense on borrowed funds                                |                                          |                                                     |          |                                                    |          |                                                             |        
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|                                                                  |                                          | Total interest expense                              |           |                                                    | 15,307   |                                                              |        
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|                                                                  |                                          | Net interest income                                 |           |                                                    | 142,571  |                                                              |        
|Provision for loan losses                                         |                                          |                                                     | 102,000   |                                                    |          | 102,000                                                      |        
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|                                                                  |                                          | Net interest income after provision for loan losses |           |                                                    | 40,571   |                                                              |        
|                                                                  |                                          | Total other income                                  |           |                                                    | 69       |                                                              |        
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|Non-interest expenses                                             |                                          |                                                     |           |                                                    |          |                                                              |        
|                                                                  | Compensation and benefits                |                                                     |           | 759,434                                            |          |                                                              | 759,434
|                                                                  | Occupancy and equipment                  |                                                     |           | 70,838                                             |          |                                                              | 70,838 
|                                                                  | Professional and administrative expenses |                                                     |           | 18,037                                             |          |                                                              | 18,037 
|                                                                  | Marketing and business development       |                                                     |           | 31,207                                             |          |                                                              | 31,207 
|                                                                  | Technology and communication             |                                                     |           | 32,572                                             |          |                                                              | 32,572 
|                                                                  | Other non-interest expenses              |                                                     |           | 57,733                                             |          |                                                              | 57,733 
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|                                                                  |                                          | Total non-interest expenses                         |           |                                                    | 969,821  |                                                              |        
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|Loss before income taxes                                          |                                          |                                                     | (929,181  | )                                                  |          | (929,181                                                     | )      
|Provision for income taxes                                        |                                          |                                                     | 800       |                                                    |          | 800                                                          |        
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|                                                                  |                                          | Net loss                                            |           | $                                                  | (929,981 | )                                                            | $      
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|Weighted average number of shares outstanding (basic and diluted) |                                          |                                                     | 1,451,052 |                                                    |          | 483,298                                                      |        
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        
|Basic and diluted loss per share                                  |                                          | $                                                   | (0.64     | )                                                  | $        | (1.92                                                        | )      
|                                                                  |                                          |                                                     |           |                                                    |          |                                                              |        

The
accompanying notes are an integral part of this financial statement.

3

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Manhattan Bancorp  (A Development Stage Company)  Statement of Cash Flows  (Unaudited)

|                                                 |                                                                                | For the
Nine-month
Period Ended
September 30, 2007 |                                                            | June 19, 2006
(Date of Inception)
through
September 30, 2007 |       
|------------------------------------------------ | ------------------------------------------------------------------------------ | -------------------------------------------------- | ---------------------------------------------------------- | ------------------------------------------------------------ | ------
|Cash Flows from Operating Activities             |                                                                                |                                                    |                                                            |                                                              |       
|                                                 | Net loss including organizational expenses in "Date of Inception" presentation |                                                    | $                                                          | (929,981                                                     | )     
|                                                 | Adjustments to reconcile net loss to net cash used in operating activities:    |                                                    |                                                            |                                                              |       
|                                                 |                                                                                | Net change in:                                     |                                                            |                                                              |       
|                                                 |                                                                                |                                                    | Depreciation and amortization                              |                                                              |       
|                                                 |                                                                                |                                                    | Provision for loan losses                                  |                                                              |       
|                                                 |                                                                                |                                                    | Share-based compensation                                   |                                                              |       
|                                                 |                                                                                |                                                    | (Increase) in accrued interest receivable and other assets |                                                              |       
|                                                 |                                                                                |                                                    | Increase in accrued interest payable and other liabilities |                                                              |       
|                                                 |                                                                                |                                                    |                                                            |                                                              |       
|                                                 |                                                                                |                                                    |                                                            | Net cash used in operating activities                        |       
|                                                 |                                                                                |                                                    |                                                            |                                                              |       
|Cash Flows from Investing Activities             |                                                                                |                                                    |                                                            |                                                              |       
|                                                 | Net (increase) in loans                                                        |                                                    |                                                            | (4,813,098                                                   | )     
|                                                 | Purchase of premises and equipment                                             |                                                    |                                                            | (1,416,343                                                   | )     
|                                                 | Purchase of other bank stock                                                   |                                                    |                                                            | (1,025,000                                                   | )     
|                                                 |                                                                                |                                                    |                                                            |                                                              |       
|                                                 |                                                                                |                                                    |                                                            | Net cash used in investing activities                        |       
|                                                 |                                                                                |                                                    |                                                            |                                                              |       
|Cash Flows from Financing Activities             |                                                                                |                                                    |                                                            |                                                              |       
|                                                 | Net increase in deposits                                                       |                                                    |                                                            | 7,430,698                                                    |       
|                                                 | Organizational expenses                                                        |                                                    |                                                            | (732,544                                                     | )     
|                                                 | Net proceeds from issuance of common stock                                     |                                                    |                                                            | 23,653,828                                                   |       
|                                                 |                                                                                |                                                    |                                                            |                                                              |       
|                                                 |                                                                                |                                                    |                                                            | Net cash provided by financing activities                    |       
|                                                 |                                                                                |                                                    |                                                            |                                                              |       
|                                                 | Net increase in cash and cash equivalents                                      |                                                    |                                                            | 22,253,654                                                   |       
|Cash and Cash Equivalents at Beginning of Period |                                                                                |                                                    | 206,423                                                    |                                                              |       
|                                                 |                                                                                |                                                    |                                                            |                                                              |       
|Cash and Cash Equivalents at End of Period       |                                                                                | $                                                  | 22,460,077                                                 |                                                              | $     
|                                                 |                                                                                |                                                    |                                                            |                                                              |       
|Supplementary Information                        |                                                                                |                                                    |                                                            |                                                              |       
|                                                 |                                                                                | Interest paid on deposits                          |                                                            | $                                                            | 11,023
|                                                 |                                                                                |                                                    |                                                            |                                                              |       
|                                                 |                                                                                | Income taxes paid                                  |                                                            | $                                                            | 800   
|                                                 |                                                                                |                                                    |                                                            |                                                              |       

The
accompanying notes are an integral part of this financial statement.

4

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Manhattan Bancorp  (A Development Stage Company)  Statement of Stockholders' Equity  For the Period from June 19, 2006 (Inception) to September 30, 2007  (Unaudited)

|                                                          |                             | Common Stock |           |   |            |            |   |        |       
|--------------------------------------------------------- | --------------------------- | ------------ | --------- | - | ---------- | ---------- | - | ------ | ------
|
|Balance at June 19, 2006 (Inception)                      |                             |             |           | $ |           |            | $ |       |       
|Issuance of common stock for cash to founders             |                             | 42,500       |           |   | 425,000    |            |   |        |       
|Organizational expenses                                   |                             |              |           |   |            |            |   |        |       
|                                                          |                             |              |           |   |            |            |   |        |       
|                                                          | Balance, December 31, 2006  |              | 42,500    |   |            | 425,000    |   |        |      
|Issuance of common stock for cash to founders             |                             | 2,500        |           |   | 25,000     |            |   |        |       
|Issuance of common stock in public offering, net of costs |                             | 2,442,631    |           |   | 23,628,828 |            |   |        |       
|Share-based compensation expense                          |                             |              |           |   |            |            |   | 73,307 |       
|Organizational expenses                                   |                             |              |           |   |            |            |   |        |       
|Net loss                                                  |                             |              |           |   |            |            |   |        |       
|                                                          |                             |              |           |   |            |            |   |        |       
|                                                          | Balance, September 30, 2007 |              | 2,487,631 |   | $          | 24,078,828 |   | $      | 73,307
|                                                          |                             |              |           |   |            |            |   |        |       

The
accompanying notes are an integral part of this financial statement.

5

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Manhattan Bancorp  Notes to Financial Statements  for the period June 19, 2006 (Inception of Business) through September 30, 2007

Note 1. Nature of Business

Manhattan Bancorp (the "Company") is a California corporation incorporated on August 8, 2006 for the purpose of becoming a bank holding company and owning
all of the stock of Bank of Manhattan, National Association (the "Bank") which is located in El Segundo, California. The Bank operates as a community bank, offering general commercial banking services
to small and medium-sized businesses and professionals in the South Bay, the Westside and the Los Angeles airport areas of Los Angeles County. The Bank commenced its operations on August 15,
2007 after receiving approval from the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC).

At
September 30, 2007, the Company is considered to be in the development stage because (1) it has devoted substantially all of its efforts since commencement of operations
to primarily preparing applications with various bank regulatory authorities for permission to organize a national bank and a bank holding company, and taking all other actions necessary to organize
and charter the Bank, and (2) there has been no significant revenue from its planned principal operations. The Company initially funded its activities primarily through capital contributions
from its organizers (See Note 6) and proceeds from borrowings on a line of credit. The Company obtained additional funding though a common stock offering which commenced in April 2007
and was closed on September 26, 2007. The offering was a best efforts offering of a minimum of 2,150,000 and a maximum of 3,000,000 shares of the Company's common stock at $10 per share to
raise gross proceeds in the range of $21,500,000 to $30,000,000. The proceeds of the offering were utilized primarily to capitalize the Bank and to repay all amounts outstanding under the line of
credit. The Company had an initial closing upon receipt of the minimum offering proceeds, which occurred on August 10, 2007, in preparation of commencing the operations of the Bank. At the
final close of the public offering, the Company raised a total of $24,426,310.

The
Company is subject to various risks and uncertainties frequently encountered by a company in the early stages. Such risks and uncertainties include, but are not limited to, its
limited operating history, competition, dependence on key personnel and management of rapid growth. To address these risks, the Company must, among other things, develop and retain its customer base,
implement and successfully execute its business and marketing strategy, continue to develop and upgrade its technology, provide superior customer service and attract, retain and motivate qualified
personnel. There can be no guarantee that the Company will be successful in addressing these and other risks.

Note 2. Summary of Significant Policies

The accounting and reporting policies of the Bank and the Company conform to accounting principles generally accepted in the United States of America and general
practices within the banking industry.

Principals of Consolidation

The consolidated financial statements include the accounts of the Company and the Bank. All material intercompany accounts and transactions have been eliminated.

6

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Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the balance sheet, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain amounts in prior presentations have been reclassified to conform to the present presentation. These reclassifications had no effect on shareholders'
equity, net loss or loss per share amounts.

Cash and Cash Equivalents

For the purpose of reporting cash flows, cash and cash equivalents include cash, non-interest earning deposits and federal funds sold.

Loans

Loans are reported at the principal amount outstanding, net of unearned income. Unearned income, which includes deferred fees and deferred direct incremental loan
origination costs, is amortized and included in interest income over the life of the loan using the interest method whenever possible. Interest income is recognized on an accrual basis.

Allowance for Loan Losses

The allowance for loan losses is based upon estimates and ultimate losses may vary from current estimates. These estimates are reviewed periodically and, as
adjustments become necessary, they are recorded in the results of operations in the periods in which they become known. The allowance is increased by provisions for loan losses charged to expense. The
balance of a loan deemed uncollectible is charged against the allowance for loan losses when management believes that collectability of the principal is unlikely. Subsequent recoveries, if any, are
credited to the allowance.

Management
performs periodic credit reviews of the loan portfolio and considers current economic conditions, historical credit loss experiences and other factors in determining the
adequacy of the allowance. Although management uses the best information available to make these estimates, future adjustments to the allowance may be necessary due to economic, operating, regulatory
and other conditions that may be beyond the Company's control. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan
losses and such agencies may require the Company to recognize additional provisions to the allowance based upon judgments that differ from those of management.

Property and Equipment

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

7

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Nonmarketable Securities

Regulatory requirements may require that the Company invest in the stock of certain organizations. Other investments, such as stock in bankers' banks, may offer
cash and non-cash benefits to its shareholders although no market quotations exist. Such holdings have been recorded at cost.

Commitments and Letters of Credit

In the ordinary course of business, we enter into commitments to extend credit, commercial letters of credit, and standby letters of credit. Such financial
instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments, when indistinguishable from the underlying funded loan, is considered
in our determination of the allowance for loan losses. Other liabilities in the balance sheet include the portion of the allowance which was distinguishable and related to undrawn commitments to
extend credit.

Earnings (Loss) Per Share

The Company follows Statement of Financial Accounting Standards (SFAS) No. 128,Earnings per Share. Basic
earnings (loss) per share represents income available (loss reported) to common stock divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per
share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed
conversion. There were no dilutive potential common shares outstanding at September 30, 2007.

Income Taxes

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

Advertising Costs

Advertising costs are expensed as incurred.

Equity Compensation Plans

The Company's 2007 Stock Option Plan ("Plan") provides for the issuance of up to 732,789 shares of the Company's common stock upon exercise of incentive and
non-qualified options. The Plan was approved on August 10, 2007 by the Company's Board of Directors and expires in 2017.

The
Company has adopted SFAS No. 123R,Shared-Based Payment,which requires all share-based payments to employees, including grants
of employee stock options, to be recognized in the statement of income based upon their fair values.

The
Plan provides that each option must have an exercise price not less than the fair market value of the stock at the date of grant and have a term no longer than ten years and can vest
as determined by the Board of Directors of the Company.

8

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The following table summarizes the stock option activity under the plan for the nine months ended September 30, 2007:

|                                          |           | Shares  |         | Weighted Average
Exercise Price |       | Weighted Average
Remaining
Contractual Life |      | Aggregate
Intrinsic
Value
|----------------------------------------- | --------- | ------- | ------- | ------------------------------- | ----- | ------------------------------------------- | ---- | -------------------------
|2007                                      |           |         |         |                                 |       |                                             |      |                          
|Outstanding at December 31, 2006          |           |        |         |                                 |       |                                             |      |                          
|                                          | Granted   |         | 512,670 |                                 |       |                                             |      |                          
|                                          | Exercised |         |        |                                 |       |                                             |      |                          
|                                          | Expired   |         |        |                                 |       |                                             |      |                          
|                                          | Forfeited |         |        |                                 |       |                                             |      |                          
|                                          |           |         |         |                                 |       |                                             |      |                          
|Outstanding at September 30, 2007         |           | 512,670 |         | $                               | 10.00 |                                             | 9.88 |                          
|                                          |           |         |         |                                 |       |                                             |      |                          
|Options exercisable at September 30, 2007 |           |        |         |                                 |       |                                             |      |                          
|                                          |           |         |         |                                 |       |                                             |      |                          

Note 3. Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No, 159, "The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an Amendment of SFAS 115." SFAS No. 159 permits an entity to choose to measure financial instruments and certain other items at
fair value. Most of the provisions of SFAS No, 159 are elective: however the amendment of SFAS No, 115,Accounting for Certain Investments in Debt and Equity
Securities,applies to all entities with available for sale or trading securities. For financial instruments elected to be accounted for at fair value, an entity will report the
unrealized gains and losses in earnings. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company does not expect
the adoption of SFAS No. 159 to have a material effect on the Company's consolidated financial statements.

Note 4. Loans and Allowance for Loan Losses

Loans are summarized as follows at September 30, 2007:

|                               |  | September 30, 2007 |      
|------------------------------ |  | ------------------ | -----
|
|
|Commerical loans               |  | $                  | 3,612
|Real estate loans              |  |                    | 902  
|Other loans                    |  |                    | 305  
|                               |  |                    |      
|                               |  | $                  | 4,819
|                               |  |                    |      
|LessDeferred loan fees, net   |  |                    | (6   
|LessAllowance for loan losses |  |                    | (102 
|                               |  |                    |      
|Net loans                      |  | $                  | 4,711
|                               |  |                    |      

The
Company's lending strategy is to attract entrepreneurs small to mid-sized business borrowers by offering a variety of commercial and real estate loan products and a full
range of other banking services coupled with highly personalized services. The Company offers secured and unsecured commercial term loans and lines of credit, construction loans for individual homes
and for commercial and multifamily properties, accounts receivable and equipment loans, and home equity lines of credit. Our primary lending occurs within the Greater Los Angeles area.

9

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The
following table presents an analysis of changes in the allowance for loan losses during the period indicated:

|                                         |                                               | Nine Months
Ended
September 30,
2007
|---------------------------------------- | --------------------------------------------- | ------------------------------------
|
|Allowance balance at beginning of period |                                               | $                                   
|                                         | Additions to the allowance charged to expense |                                     
|                                         | Recoveries                                    |                                     
|                                         |                                               |                                     
|                                         |                                               |                                     
|                                         | Less loans charged-off                        |                                     
|                                         |                                               |                                     
|Allowance balance at end of period       |                                               | $                                   
|                                         |                                               |                                     

Note 5. Property and Equipment

Property
and equipment consisted of the following at September 30, 2007:

|                                             |  | (in thousands) |      
|-------------------------------------------- |  | -------------- | -----
|Leasehold improvements                       |  | $              | 788  
|Furniture, fixtures and equipment            |  |                | 653  
|                                             |  |                |      
|                                             |  |                | 1,441
|Less accumulated depreciation & amortization |  |                | (43  
|                                             |  |                |      
|                                             |  | $              | 1,398
|                                             |  |                |      

Note 6. Stockholders' Equity

The
Company has authorized 10,000,000 shares of common stock and 10,000,000 shares of serial preferred stock. Prior to August 10, 2007, the Company issued 45,000 shares of common
stock to its nine founders at $10 per share totaling $450,000. In conjunction with the Company's initial public offering, 2,442,631 shares of common stock were sold providing the Company with
$23,628,828 net of selling expenses of $797,482. There was no serial preferred stock issued during the period ended September 30, 2007.

Note 7. Stock Option Plans

At September 30, 2007, compensation expense related to non-vested stock option grants totaled $1.9 million and is expected to be
recognized as follows:

|                  |  | Stock Option
Compensation
Expense
|----------------- |  | ---------------------------------
|
|Remainder of 2007 |  | $                                
|2008              |  |                                  
|2009              |  |                                  
|2010              |  |                                  
|                  |  |                                  
|Total             |  | $                                
|                  |  |                                  

10

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The
Company uses the Black-Scholes option valuation model to determine the fair value of options. The Company utilizes assumptions on expected life, risk-free rate, expected
volatility and dividend yield to determine such values. If grants were to occur, the Company would estimate the life of the options by calculating the average of the vesting period and the contractual
life. The risk-free rate would be based upon treasury instruments in effect at the time of the grant whose terms are consistent with the expected life of the Company's stock options.
Expected volatility would be based on historical volatility of other financial institutions within the Company's operating area as the Company has limited market history.

The
following table summarizes the assumptions utilized for stock options granted for the periods presented:

|                    |  | Nine Months
Ended
September 30,
2007 |  
|------------------- |  | ------------------------------------ | -
|Risk-free rate      |  | 4.80                                 | %
|Expected term       |  | 6 years                              |  
|Expected volatility |  | 29.49                                | %

Note 8. Income Taxes

Other than the minimum state franchise tax of $800, the Company had no other income tax expense or benefit for the period ended September 30, 2007, as net
operating losses were incurred and deferred tax assets remain unrecorded, since their realization is dependent on probable future taxable income.

Note 9. Commitments and Contingencies

Operating Lease CommitmentsPermanent Office

The Company entered into a lease for an office facility for the banking operation. The lease agreement is for a term of seven years commencing on July 1,
2007 with one renewal option of five years and provides for minimum lease payments as follows:

|     |  |  
|---- |  | -
|2007 |  | $
|2008 |  |  
|2009 |  |  
|2010 |  |  
|2011 |  |  
|2012 |  |  
|2013 |  |  
|2014 |  |  
|     |  |  
|     |  | $
|     |  |  

The
Lessor has the right to draw upon a letter of credit issued in the amount of $293,000 to cover liquidating damages associated with construction cost and the loss of future rental
income which will remain in force until September 30, 2008. However as of January 1, 2008, the amount of the letter of credit will be reduced by one-half of the initial
amount, or $146,500.

11

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Off-Balance Sheet Credit Commitments and Contingent Obligations

Commitments to extend credit are agreements to lend to a customer as long as there is not a violation of any condition in the loan contract. Commitments generally
have fixed expiration dates or other termination clauses and may require payment of a fee. Since the Company expects some commitments to expire without being drawn upon, the total commitment amount
does not necessarily represent future loans. As of September 30, 2007, the Company had undisbursed loan commitments of $763,000.

There
were no standby letters of credit outstanding as of September 30, 2007.

Note 10. Deposits

As of September 30, 2007 the scheduled maturities of Company time deposits was as follows:

|Maturities                           |  | Amounts
|------------------------------------ |  | -------
|
|Three months or less                 |  | $      
|Over three and through twelve months |  |        
|Over twelve months                   |  |        
|                                     |  |        
|Total                                |  | $      
|                                     |  |        

Note 11. Regulatory Capital

The
Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can trigger mandatory and
possibly additional discretionary actions by the regulators that, if undertaken, could have a material effect on the Bank's financial statements and operations. Under capital adequacy guidelines and
regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off balance sheet
items as calculated under regulatory accepted accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components,
risk-weightings, and other factors.

Quantitative
measures established by regulation to ensure capital adequacy require both the Company and the Bank to maintain the following minimum amounts and ratios (set forth in the
table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital to average assets (as defined). As of September 30,
2007, the Company and the Bank exceeded all applicable capital adequacy requirements.

Under
the Federal Reserve Board's guidelines, Manhattan Bancorp is a "small bank holding company," and thus qualifies for an exemption from the consolidated risk-based and
leverage capital adequacy guidelines applicable to bank holding companies with assets of $500 million or more. However, while not required to do so under the Federal Reserve Board's capital
adequacy guidelines, the Company still maintains levels of capital on a consolidated basis which qualify it as "well capitalized."

12

---



The
following table sets forth the Company's and the Bank's regulatory capital ratios as of September 30, 2007:

|                                      |  | Actual |        | To Be Adequately
Capitalized |       | To Be Well
Capitalized |  
|------------------------------------- |  | ------ | ------ | ---------------------------- | ----- | ---------------------- | -
|
|
|Company                               |  |        |        |                              |       |                        |  
|Total Capital (risk-weighted assets)  |  | $      | 22,334 |                              | 198.3 | %                      | $
|Tier 1 Capital (risk-weighted assets) |  | $      | 22,220 |                              | 197.3 | %                      | $
|Tier 1 Capital (average assets)       |  | $      | 22,220 |                              | 84.5  | %                      | $
|Bank                                  |  |        |        |                              |       |                        |  
|Total Capital (risk-weighted assets)  |  | $      | 20,897 |                              | 185.6 | %                      | $
|Tier 1 Capital (risk-weighted assets) |  | $      | 20,783 |                              | 184.6 | %                      | $
|Tier 1 Capital (average assets)       |  | $      | 20,783 |                              | 79.0  | %                      | $

Note 12. Organizational Period

The
Bank commenced its operations on August 15, 2007 after receiving approval from the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC).
Prior to that date, the Company incurred costs in conjunction with the organizational process and the raising of capital for both the Bank and the Bancorp. These costs were funded by an initial
private stock placement and organizational loans. Following the capitalization of the Bank by the Bancorp, the costs associated with the organizational expenses were reimbursed to the Bancorp by the
Bank. Organizational expenses were comprised of the following:

|Compensation and benefits                                  |  | $ | 573,276   |  
|---------------------------------------------------------- |  | - | --------- | -
|Occupancy and equipment                                    |  |   | 84,638    |  
|Professional and administrative expenses                   |  |   | 1,096,658 |  
|Marketing and business development                         |  |   | 30,699    |  
|Technology and communication                               |  |   | 29,124    |  
|Other expense                                              |  |   | 54,447    |  
|                                                           |  |   |          
|                                                           |  |   | 1,868,842 |  
|Less: Costs associated with the raising of capital         |  |   | (797,482  | )
|                                                           |  |   |          
|                                                           |  |   | 1,071,360 |  
|Less: Interest earned by Company on subscription funds     |  |   | (69,424   | )
|                                                           |  |   |          
|Net organizational expenses charged to accumulated deficit |  | $ | 1,001,936 |  
|                                                           |  |   |          
|Organizational Expenses recorded in 2006                   |  | $ | 269,392   |  
|Organizational Expenses recorded in 2007                   |  |   | 732,544   |  
|                                                           |  |   |          
|Net organizational expenses charge to accumulated deficit  |  | $ | 1,001,936 |  
|                                                           |  |   |          

Item 2Plan of Operation

Manhattan Bancorp was incorporated under the laws of the State of California on August 8, 2006 for the purpose of becoming a bank holding company that
would own all of the outstanding shares of capital stock of the Bank of Manhattan, N.A. The Bank commenced its operations on August 15, 2007 after receiving approval from the Comptroller of the
Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC).

13

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The
initial capital of Manhattan Bancorp was provided through the investment by the Company's directors and one organizer who is not a director in the Company's shares for the purpose of
providing organizational and offering expenses for Manhattan Bancorp and for advancing the organizational and pre-opening expenses for the Bank. The Company's initial capital consisted of
an aggregate of 45,000 shares of common stock to its eight directors ($50,000 per director) and the one organizer who is not a director in a private placement at the purchase price of $10.00 per share
for total gross proceeds to us of $450,000. In order to fund additional organizational and offering expenses for Manhattan Bancorp, and organizational and pre-opening expenses for the
Bank, the Company obtained a working capital line from an unaffiliated third party lender to cover any shortfall in funding these expenses prior to the closing of the Company's public offering. In
conjunction with the initial release of proceeds from the public offering, the working capital line was paid off and cancelled.

In
April 2007, the Company commenced an initial public offering of its common stock. Pursuant to this offering, the Company raised $24.4 million in gross proceeds. Direct
costs associated with the raising of the capital totaled approximately $800,000, reducing the proceeds to $23.6 million. With the capital from both the private and public offerings, the Company
invested a total of $23.5 million into its fully owned bank subsidiary. The Bank, in turn, reimbursed the Company for all costs associated with its organization phase including funds expensed
for leasehold improvements, equipment and other unexpired expenses. The Company does not anticipate the need to raise additional capital in the foreseeable future.

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

As
of September 30, 2007, the Company, including its operating subsidiary, employed 23 individuals on a full-time basis. The number of additional employees to be
employed over the next twelve months is not expected to vary significantly.

Initially,
the Bank anticipates deriving its revenues principally from interest charged on loans and, to a lesser extent, from interest earned on investments, fees received in connection
with the origination of loans and other miscellaneous fees and service charges. Its principal expenses are anticipated to be interest expense on deposits and operating expenses. The funds for these
activities are anticipated to be provided principally by operating revenues, deposit growth, purchase of federal funds from other banks, sales of loans and investment securities and partial or full
repayment of loans by borrowers.

The
Bank will incur substantial operating expenses, and there are no assurances as to when, if ever, the Bank will make a profit. However, the Company presently believes that it will
have sufficient capital resources to meet its commitments for at least the next twelve months of operations. There are no plans to significantly increase the present level of investment in leasehold
improvements, equipment, or other types of long-term non-financial assets.

Off-Balance Sheet Arrangements

As reported in Note 9 in the financial statements, the Company in the normal course of business enters into financial commitments that meet that financing
needs of its customers, including commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk not recognized in
the consolidated balance sheet.

14

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As
of the date indicated, the Company had the following outstanding financial commitments whose contractual amounts represent credit risk:

|Loan Commitments            |  | September 30, 2007
|--------------------------- |  | ------------------
|
|Commitment to extend credit |  | $                 
|Standby letters of credit   |  |                   
|                            |  |                   
|                            |  | $                 
|                            |  |                   

The
Company's exposure to credit loss in the event of non-performance on commitments to extend credit and standby letters of credit is represented by the contractual amount
of those instruments. The effect on the Company's revenues, expenses, cash flows and liquidity from the unused portion of commitments to extend credit cannot be reasonably provided, as there is no
guarantee the lines of credit will ever be used.

Item 3Controls and Procedures

As of the end of the period covered by this report, the Company's Chief Executive Officer and the Chief Financial Officer evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures with respect to the information generated for use in this periodic report. Based upon, and as of the date of that evaluation,
the Company's Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective to provide reasonable assurances that information required to
be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within time periods specified in the SEC's rules and
forms.

There
was no change in the Company's internal controls over financial reporting during the quarter ended September 30, 2007 that has materially affected, or is reasonably likely
to materially affect, the Company's internal controls over financial reporting.

In
designing and evaluating disclosure controls and procedures, the Company recognized that any controls and procedures, no matter how well designed and operated, can provide only
reasonable, not absolute, assurances of achieving the desired control objectives and Management necessarily was required to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures.

15

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PART IIOTHER INFORMATION

Item 1Legal Proceedings

The Company is not a party to any legal proceedings.

Item 2Unregistered Sale of Equity Securities and Use of Proceeds

Use of Proceeds from Initial Public Offering

The Company's Registration Statement on Form SB-2 (No. 333-140448) became effective on April 19, 2007. The Registration
Statement related to a best efforts offering by the Company of between 2,150,000 and 3,000,000 shares of its common stock at a price of $10.00 per share. The offering commenced on April 19,
2007 and continued through September 26, 2007. The Company sold an aggregate of 2,442,631 shares of its common stock in the offering raising gross proceeds of $24,426,310. There was no
underwriter used in the offering, however, Seapower Carpenter Capital, Inc acted as a selling agent in the offering.

From
April 19, 2007 (the effective date of the registration statement) to September 30, 2007, the Company incurred an aggregate of $692,761 in expenses in connection with
the issuance and distribution of the securities registered as follows:

|Amounts paid to Placement Agent |  | $ | 597,133
|------------------------------- |  | - | -------
|Other expenses of the Offering  |  |   | 95,628 
|                                |  |  
|Total                           |  | $ | 692,761
|                                |  |  

None
of the offering expenses noted above was a direct or indirect payment to directors, officers, general partners of the Company or their associates or made to persons owning ten
(10) percent or more of any class of equity securities of the Company; or to affiliates of the Company.

The
net offering proceeds to the Company, after deducting the offering expense noted above, were $23,733,549. There was additional cost associated with the raising of capital prior to
April 19, 2007 which, if included would bring the total to $797,482.

Proceeds
from the offering through September 30, 2007 have been used as follows:

|Capital Contribution to Bank of Manhattan, N.A.      |  | $ | 23,500,000
|---------------------------------------------------- |  | - | ----------
|Construction of Plant, Building and Facilities       |  | $ | None      
|Purchase and installation of machinery and equipment |  | $ | None      
|Purchase of real estate                              |  | $ | None      
|Acquisition of other businesses                      |  | $ | None      
|Repayment of Indebtedness                            |  | $ | None      
|Working Capital                                      |  | $ | 233,549   
|Temporary Investments [specify]                      |  | $ | None      
|Other [specify other amts of $100,000 or more]       |  | $ | None      

None
of the payments set forth above were direct or indirect payments to directors, officers, general partners of the Company or their associates or made to persons owning ten
(10) percent or more of any class of equity securities the Company; and to affiliates of the Company, other than the capital contribution to Bank of Manhattan, which is a wholly-owned
subsidiary of the Company.

Item 3Defaults upon Senior Securities

Not Applicable

16

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Item 4Submission of Matters to the Vote of Security Holders

In August 2007 and prior to the closing of the Company's initial public offering, the then existing shareholders of the Company approved the 2007 Stock
Option Plan of Manhattan Bancorp by Written Consent.

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           |  | Executed Employment Agreement between Bank of Manhattan And Jeffrey M. Watson                                                                                       |  |      |  
|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   | )
|10.6           |  | Executed Employment Agreement between Bank of Manhattan And Dean Fletcher                                                                                           |  |      |  
|10.7           |  | Executed Employment Agreement between Bank of Manhattan And Randall T. Hata                                                                                         |  |      |  
|10.8           |  | Executed Employment Agreement between Bank of Manhattan And David Ross                                                                                              |  |      |  
|10.9           |  | Executed Employment Agreement between Bank of Manhattan And Kevin Campbell                                                                                          |  |      |  
|10.10          |  | Selected Dealer Agreement between Manhattan Bancorp and Stone & Youngberg, LLC                                                                                      |  |      |  
|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               |  |      |  

---

17

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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 the undersigned
thereunto duly authorized.

|                                         |  |                                                                                                                
|---------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------
|                                         |  | MANHATTAN BANCORP                                                                                              
|Date:                   November 7, 2007 |  | /s/JEFFREY M. WATSON                                                                                           
|                                         |  |                                                                                                                
|                                         |  | Jeffrey M. Watson President and
Chief Executive Officer
(Principal Executive Officer)                          
|Date:                   November 7, 2007 |  | /s/DEAN FLETCHER                                                                                               
|                                         |  |                                                                                                                
|                                         |  | Dean Fletcher Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)

18

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