**UnitedStates**

**Securitiesand Exchange Commission**

**Washington,D. C. 20549**

# **FORM10-QSB**

| **x**                                             | **QUARTERLY REPORT UNDER SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|---------------------------------------------------|----------------------------------------------------------------------------------------|
| **For the  quarterly period ended June 30, 2007** |
|                                              | ** **                                                                             |
| o                                                 | **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF  THE EXCHANGE ACT**                   |

 

**For thetransition period from                      to                     **

 

**CommissionFile Number 333-140448**

**MANHATTANBANCORP**

(Exact name ofsmall business issuer as specified in its charter)

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

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

As of July 30, 2007,there were 45,000 shares of the issuer’s common stock outstanding.

Transitional Small Business Disclosure Format:  Yes o  No x

 

----

**ManhattanBancorp**

June 30, 2007

TABLE OF CONTENTS
|                                     | **PAGE**                                                                                                                                                                        |
|-------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **PART I - FINANCIAL  INFORMATION** |                                                                                                                                                                            |
|                                |                                                                                                                                                                            |   |
|                                |                                                                                                                                                                            |   |
| Item 1.                             | FINANCIAL STATEMENTS                                                                                                                                                            |   |
|                                |                                                                                                                                                                            |   |
|                                | BALANCE  SHEETS as of June 30, 2007 (Unaudited) and December 31, 2006 (Audited)                                                                                                 | 3 |
|                                |                                                                                                                                                                            |   |
|                                | STATEMENTS  OF OPERATIONS for the quarter and six-month period ended June 30, 2007 and  for the period June 19, 2006 (Inception of Business) through June 30, 2007  (Unaudited) | 4 |
|                                |                                                                                                                                                                            |   |
|                                | STATEMENTS OF CASH FLOWS  for the six-month period ended                                                                                                                        |   |
|                                | June 30, 2007 and for the  period June 19, 2006 (Inception of Business)                                                                                                         |   |
|                                | through June 30, 2007  (Unaudited)                                                                                                                                              | 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                                                                                                                    | 12 |
|                                |                                                                                                                                                                            |   |
| Item 3.                             | DEFAULTS ON  SENIOR SECURITIES                                                                                                                                                  | 12 |
|                                |                                                                                                                                                                            |   |
| Item 4.                             | SUBMISSION OF  MATTERS TO A VOTE OF SECURITY HOLDERS                                                                                                                            | 12 |
|                                |                                                                                                                                                                            |   |
| Item  5.                            | OTHER  INFORMATION                                                                                                                                                              | 12 |
|                                |                                                                                                                                                                            |   |
| Item  6.                            | EXHIBITS                                                                                                                                                                        | 13 |
|                                |                                                                                                                                                                            |   |
| SIGNATURES                          | 14                                                                                                                                                                              |

 

2

----

**PARTI – FINANCIAL INFORMATION**

***Item 1 – Financial Information***

**Manhattan Bancorp**

**(A Development Stage Company)**

**BalanceSheets**
| ** **                                                                                                             | ** ** | **June 30, 2007** | ** ** | **December 31, 2006** | ** ** |
|------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------|------------|---------------------------------|------------|
| ** **                                                                                                             | ** ** | **(Unaudited)**             | ** ** | **(Audited)**                   | ** ** |
| **Assets**                                                                                                             | ** ** | ** **                  | ** ** | ** **                      | ** ** |
| ** **                                                                                                             | ** ** | ** **                  | ** ** | ** **                      | ** ** |
| Cash                                                                                                                   |       | $                           | 41,013     |                            | $          | 206,423 |   |
| Property and equipment,  net                                                                                           |       | 869,101                     |       | 23,031                          |       |
| Deposits                                                                                                               |       | 198,370                     |       | 39,277                          |       |
|                                                                                                                   |       |                        |       |                            |       |
| Total assets                                                                                                           |       | $                           | 1,108,484  |                            | $          | 268,731 |   |
|                                                                                                                   |       |                        |       |                            |       |
| **Liabilities  and Stockholders’ Equity**                                                                         | ** ** | ** **                  | ** ** | ** **                      | ** ** |
|                                                                                                                   |       |                        |       |                            |       |
| Accrued expenses                                                                                                       |       | $                           | 832,742    |                            | $          | 113,123 |   |
| Note payable                                                                                                           |       | 737,230                     |       | —                          |       |
|                                                                                                                   |       |                        |       |                            |       |
| Total liabilities                                                                                                      |       | 1,569,972                   |       | 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                                                                                                    |       | (911,488                    | )          | (269,392                        | )          |
|                                                                                                                   |       |                        |       |                            |       |
| Total stockholders’  equity                                                                                       |       | (461,488                    | )          | 155,608                         |       |
|                                                                                                                   |       |                        |       |                            |       |
| Total liabilities and stockholders’ equity                                                                        |       | $                           | 1,108,484  |                            | $          | 268,731 |   |

 

The accompanying notes are an integral part of this financialstatement.

3

----

**Manhattan Bancorp**

**(A Development Stage Company)**

**Statement of Operations**

**(Unaudited)**

 
| ** **                                                               | ** ** | ** **                        | ** ** | ** **                      | ** ** | **June 19, 2006**       | ** ** |
|--------------------------------------------------------------------------|------------|-----------------------------------|------------|---------------------------------|------------|-----------------------------------|------------|
| ** **                                                               | ** ** | **For the three-month** | ** ** | **For the six-month** | ** ** | **(Date of Inception)** | ** ** |
| ** **                                                               | ** ** | **period ended**             | ** ** | **period ended**           | ** ** | **through**                       | ** ** |
| ** **                                                               | ** ** | **June 30, 2007**       | ** ** | **June 30, 2007**     | ** ** | **June 30, 2007**       | ** ** |
|  Pre-opening expenses                                               |       |                              |       |                            |       |                              |       |
|  Compensation  and benefits                                         |       | $                                 | 202,726    |                            | $          | 310,642                           |       | $ | 382,478 |   |
|                                                                     |       |                              |       |                            |       |                              |       |
|  Occupancy and  equipment                                           |       | 16,462                            |       | 32,055                          |       | 41,729                            |       |
|                                                                     |       |                              |       |                            |       |                              |       |
|  Legal and  professional fees                                       |       | 67,803                            |       | 140,531                         |       | 292,782                           |       |
|                                                                     |       |                              |       |                            |       |                              |       |
|  Regulatory  filing fee                                             |       | 33,665                            |       | 66,510                          |       | 91,510                            |       |
|                                                                     |       |                              |       |                            |       |                              |       |
|  General and  administrative                                        |       | 71,467                            |       | 92,358                          |       | 102,989                           |       |
|                                                                     |       |                              |       |                            |       |                              |       |
|  Total  pre-opening expenses                                        |       | 392,123                           |       | 642,096                         |       | 911,488                           |       |
|                                                                     |       |                              |       |                            |       |                              |       |
|  Loss before income taxes                                           |       | (392,123                          | )          | (642,096                        | )          | (911,488                          | )          |
|                                                                     |       |                              |       |                            |       |                              |       |
|  Provision for income taxes                                         |       | —                            |       | —                          |       | —                            |       |
|                                                                     |       |                              |       |                            |       |                              |       |
|  Net loss                                                           |       | $                                 | (392,123   | )                               | $          | (642,096                          | )          | $ | (911,488 | ) |
|                                                                     |       |                              |       |                            |       |                              |       |
|  Weighted average number of shares  outstanding (basis and diluted) |       | 45,000                            |       | 44,753                          |       |                              |       |
|                                                                     |       |                              |       |                            |       |                              |       |
|  Basic and diluted loss per share                                   |       | $                                 | (8.71      | )                               | $          | (14.35                            | )          |   |   |

 

The accompanying notesare an integral part of this financial statement.

4

----

**ManhattanBancorp**

**(A Development Stage Company)**

**Statement of Cash Flows**

**(Unaudited)**
| ** **                                                                   | ** ** | **For the**                                                                                                                      | ** ** | **June 19, 2006**                                                                                                           | ** ** |
|------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                   | ** ** | **Six-month**                                                                                                                         | ** ** | **(Date of Inception)**                                                                                                     | ** ** |
| ** **                                                                   | ** ** | **Period Ended**                                                                                                                 | ** ** | **through**                                                                                                                           | ** ** |
| ** **                                                                   | ** ** | **June 30, 2007**                                                                                                           | ** ** | **June 30, 2007**                                                                                                           | ** ** |
| **Cash  Flows from Operating Activities**                                    | ** ** | ** **                                                                                                                            | ** ** | ** **                                                                                                                            | ** ** |
| Net loss                                                                     |       | $                                                                                                                                     | (642,096   | )                                                                                                                                     | $          | (911,488 | ) |
| Adjustments to  reconcile net loss to net cash used in operating activities: |       |                                                                                                                                  |       |                                                                                                                                  |       |
| Net change in:                                                               |       |                                                                                                                                  |       |                                                                                                                                  |       |
| Depreciation and  amortization                                               |       | 10,741                                                                                                                                |       | 11,915                                                                                                                                |       |
| Deposits                                                                     |       | (159,093                                                                                                                              | )          | (198,370                                                                                                                              | )          |
| Accrued expenses                                                             |       | 715,661                                                                                                                               |       | 828,784                                                                                                                               |       |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| Net cash used in  operating activities                                       |       | (74,787                                                                                                                               | )          | (269,159                                                                                                                              | )          |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| **Cash  Flows from Investing Activities**                                    | ** ** | ** **                                                                                                                            | ** ** | ** **                                                                                                                            | ** ** |
| Purchase of  premises and equipment                                          |       | (852,853                                                                                                                              | )          | (877,058                                                                                                                              | )          |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| Net cash used in  investing activities                                       |       | (852,853                                                                                                                              | )          | (877,058                                                                                                                              | )          |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| **Cash  Flows from Financing Activities**                                    | ** ** | ** **                                                                                                                            | ** ** | ** **                                                                                                                            | ** ** |
| Proceeds from  issuance of common stock to founders                          |       | 25,000                                                                                                                                |       | 450,000                                                                                                                               |       |
| Increase from  borrowings                                                    |       | 737,230                                                                                                                               |       | 737,230                                                                                                                               |       |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| Net cash  provided by financing activities                                   |       | 762,230                                                                                                                               |       | 1,187,230                                                                                                                             |       |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| Net increase in cash and cash equivalents                                    |       | (165,410                                                                                                                              | )          | 41,013                                                                                                                                |       |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| **Cash and Cash Equivalents at Beginning of Period**                         |       | 206,423                                                                                                                               |       | —                                                                                                                                |       |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| **Cash and Cash Equivalents at End of Period**                               |       | $               41,013                                     |       | $               41,013                                     |       |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| **Supplementary Information**                                                | ** ** | ** **                                                                                                                            | ** ** | ** **                                                                                                                            | ** ** |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| Interest paid on deposits                                                    |       | $                     — |       | $                     — |       |
|                                                                         |       |                                                                                                                                  |       |                                                                                                                                  |       |
| Income taxes paid                                                            |       | $                    800          |       | $                     — |       |
|                                                                              |            |                                                                                                                                       |            |                                                                                                                                       |            |  |  |

 

The accompanying notes are an integral part of this financialstatement.

5

----

**Manhattan Bancorp**

Notes to FinancialStatements

for the period June 19, 2006 (Inception ofBusiness) through June 30, 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 June 4, 2007 the Company’sapplication for prior approval to become a bank holding company was approved bythe Federal Reserve Bank of San Francisco. On April 16, 2007, the Comptrollerof the Currency (OCC) granted preliminary approval to organize the Bank.    On June 14, 2007 the Bank receivedconditional approval for its deposit insurance application from the FederalDeposit Insurance Corporation (FDIC). The Bank has advised the OCC of itsintention to open for business on or about August 15, 2007.

At June 30, 2007, the Company is considered to be in the developmentstage because it has devoted substantially all of its efforts sincecommencement of operations to primarily preparing applications with variousbank regulatory authorities for permission to organize a national bank and abank holding company, and taking all other actions necessary to organize andcharter the Bank.  Its planned principaloperations have not commenced and there has been no significant revenue fromits planned principal operations. To date, the Company has funded itsactivities primarily through capital contributions from its organizers (SeeNote 4) and proceeds from borrowings on a line of credit (See Note 8).  The Company expects to obtain additionalfunding though a common stock offering which commenced in April 2007.  The offering is a best efforts offering of aminimum of 2,150,000 and a maximum of 3,000,000 shares of the Company’s commonstock at $10 per share to raise gross proceeds in the range of $21,500,000 to$30,000,000.  The proceeds of theoffering will be utilized primarily to capitalize the Bank and to repay allamounts outstanding under the line of credit. The Company had an initial closing upon receipt of the minimum offeringproceeds, which occurred on August 10, 2007

Assuming the offering is successfully completed in the time frameanticipated, the Company proposes to open the Bank during the third quarter of2007.   The Company has assembled amanagement team and group of outside directors to lead the proposed bank to belocated in El Segundo, California, an affluent business community. The Company’sability to operate as a going concern could be negatively impacted in the eventregulatory approvals are delayed or not obtained or in the event the Company isunable to raise the required capital on a timely basis.

The Company is subject to various risks and uncertainties frequentlyencountered by a company in the early stages. Such risks and uncertainties include, but are not limited to, itslimited operating history, competition, dependence on key personnel andmanagement of rapid growth.  To addressthese risks, the Company must, among other things, develop and retain itscustomer base, implement and successfully execute its business and marketingstrategy, continue to develop and upgrade its technology, provide superiorcustomer service and attract, retain and motivate qualified personnel.  There can be no guarantee that the Companywill be successful in addressing these and other risks.

6

----

**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.

***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 sharereflects additional common shares that would have been outstanding if dilutivepotential common shares had been issued, as well as any adjustment to incomethat would result from the assumed conversion. There were no dilutive potentialcommon shares outstanding at June 30, 2007.

***Income Taxes***

Deferred income taxes are recognized for estimatedfuture tax effects attributable to income tax carry forwards as well astemporary 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***

The Company does not expectthe adoption of recently issued accounting pronouncements to have a significantimpact on its results of operations, financial position or cash flow at thistime.

7

----

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

Property and equipmentconsisted of the following at June 30, 2007:
| Computer equipment              |   | $      | 877,508 |   |
|---------------------------------|--------|--------|---------|--------|
| Less:  accumulated depreciation |   | (7,967 | )       |
|                            |   | $      | 869,101 |   |

 

**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 June 30, 2007, the Company issued 45,000 shares of common stock toits nine founders at $10 per share totaling $450,000. There was no serialpreferred stock issued during the period ended June 30, 2007.

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

The Company intends to adopt a stock option plan adopted for itsofficers, directors and employees subject to approval by its shareholders.  Under the proposed plan, the Company maygrant options covering up to 30% of the shares outstanding at the close of theoffering.   All options must be grantedat an exercise price of not less than 100% of the fair market value of theshares on the date of grant and for an exercise period of not longer than tenyears.

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

TheBank had no income tax expense or benefit for the period ended June 30, 2007,as net operating losses were incurred and deferred tax assets remainunrecorded, since their realization is dependent on future taxable income.

The components of the netdeferred tax asset are as follows at June 30, 2007:
| Deferred tax assets:    |   |     |    |
|-------------------------|--------|----------|---------|
| Pre-opening expenses    |   | $        | 375,382 |   |
|                    |   |     |    |
| Valuation allowance     |   | (375,382 | )       |
|                    |   |     |    |
| Net deferred tax  asset |   | $        | —  |   |

 

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

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

The Company leases temporaryoffice space under an operating lease agreement through February 2007 and on amonth-to-month basis thereafter. Total rental expense for the period from June19, 2006 (inception) to June 30, 2007 was $26,600.

8

----

***Note 7.******                                ******Commitments and Contingencies(Continued)***

***Operating LeaseCommitments – 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 |    |

 

Thelease becomes 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***

TheCompany has a financial advisory and consulting agreement with a consultingfirm for the application services for the Bank as well as placement agentservices to raise capital in the Company’s public offering. The agreementprovides for a sales management fee equal to the lesser of 1% of the grossoffering proceeds or $125,000, and a sales and placement fee of 5% of the grossoffering proceeds collected from investors identified by the consulting firm.At June 30, 2007, costs with respect to the placement agent activities of theconsulting firm have not yet been incurred.

***DataNetwork, Bank Equipment/Services Purchase Agreement and Leasehold Commitments***

The Company has various agreements with vendors and contractors toprovide the proposed bank with improved operating space, equipment, andinformation technology network products and services. The leaseholdimprovements, products, and services under the agreement are valued atapproximately $1.5 million. At June 30, 2007, the Company has approximately$400,000 on deposit towards these agreements. In the event the Company isunsuccessful in formation of the proposed bank, costs in excess of the depositmay be incurred for leasehold improvements, products and services providedthrough 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 infavor of the 

9

----

Lessor of the Company’spermanent office. The interest rate of the loan is 50 basis points over primewith an initial rate 8.75%.  On June 1,2007, the pre-existing business loan agreement was modified to increase theamount of the available credit from $780,000 to $1,300,000. The loan continuesto be guaranteed by Mr. Kyle Ransford, a member of the Company’s board ofdirectors.

***Item 2 – 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 on or about August 15, 2007.

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 $1,300,000, which includes a $293,000 letter ofcredit to secure the Company’s obligations under the lease for its main office.The loan is unsecured and guaranteed by Company’s chairman. The loan bearsinterest at the rate of prime + .50% and is for a term of six months, maturingin September 2007.

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 licensingapproval to open the Bank from the Comptroller of the Currency.  The Company anticipates having an initial closingof the offering after it has raised the minimum amount of $21,500,000 and mayhave a 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 customerbase. In addition to the Bank’s four executive officers, when the Bankcommences 

10

----

operations it anticipatesthat it will have an additional 21 employees, including seven relationshipmanagers (lending officers) and two credit analysts, for a total of 25 fulltime equivalent employees.

Initially, the Bankanticipates deriving its revenues principally from interest charged on loansand, to a lesser extent, from interest earned on investments, fees received inconnection with the origination of loans and other miscellaneous fees andservice charges.  Its principal expensesare anticipated to be interest expense on deposits and operating expenses.  The funds for these activities areanticipated to be provided principally by operating revenues, deposit growth,purchase of federal funds from other banks, sales of loans and investmentsecurities and partial or full repayment of loans by borrowers.

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 that evaluation,the Company’s Chief Executive Officer and the Chief Financial Officer concludedthat the disclosure controls and procedures were effective to providereasonable assurances that information required to be disclosed in the reportsthe Company files or submits under the Securities Exchange Act of 1934 isrecorded, processed, summarized and reported within time periods specified inthe SEC’s rules and forms.

Therewas no change in the Company’s internal controls over financial reportingduring the quarter ended June 30, 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.

11

----

**PART II— OTHER INFORMATION**

***Item 1 – Legal Proceedings***

The Company is not a party to any materiallegal proceedings.

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

Not Applicable

***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 thesecond quarter of 2007.

***Item 5 – Other Information***

None

12

----

***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                                                                                         |       | (1)      |
| 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               |       |     |

 

(1)       Incorporated by reference to Form SB-2Registration Statement filed with the Securities and Exchange    Commission on February 5, 2007.

(2)       Incorporated by reference to Pre-EffectiveAmendment No. 1 to From SB-2 Registration Statement as filed with theSecurities and Exchange Commission on March 20, 2007.

(3)       The information required by this exhibit isincorporated by reference from Note 2 to the Company’s financial statementsincluded herein.

13

----

### **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:      |   | August 13, 2007 |   |                                                   | /s/ Jeffrey M. Watson |   |   | . |
|       |   |            |   | Jeffrey M.  Watson                                     |                  |   |
|       |   |            |   | President and                                          |                  |   |
|       |   |            |   | Chief Executive Officer  (Principal Executive Officer) |                  |   |
|       |   |            |   |                                                   |                  |   |
| Date:      |   | August 13, 2007 |   |                                                   | /s/ Dean Fletcher     |   |   | . |
|       |   |            |   | Dean Fletcher                                          |                  |   |
|       |   |            |   | Executive Vice  President and                          |                  |   |
|       |   |            |   | Chief Financial  Officer                               |                  |   |
|       |   |            |   | (Principal  Financial and                              |                  |   |
|       |   |            |   |  Accounting Officer)                              |                  |   |
|            |        |                 |        |                                                        |                       |        |  |  |  |

 

14

----