EXPLANATORY NOTE

This Current Report on Form 8-K/A (Amendment No. 2) (this “Second Amendment”) is being filed by Manhattan Bancorp (the “Company”) to amend the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 1, 2012 (the “Closing 8-K”), as amended by the Current Report on Form 8-K/A (Amendment No. 1) (the “First Amendment”) filed by the Company with the Securities and Exchange Commission on August 10, 2012, which was filed in connection with the completion, on May 31, 2012, of the previously announced merger between Professional Business Bank and Bank of Manhattan, N.A., a wholly-owned subsidiary of the Company.  In the First Amendment, the Company incorporated by reference the audited consolidated financial statements of CGB Holdings, Inc. (and its subsidiaries) as of December 31, 2011 and 2010, and for the years ended December 31, 2011 and 2010, with the related notes thereto, and the related report of McGladrey LLP with respect thereto (the “Audited CGB Financials”). The Company is filing this Second Amendment solely to file as an exhibit hereto the Audited CGB Financials.  Except for the inclusion of the Audited CGB Financials as an exhibit hereto, the information contained in the Closing 8-K, as amended by the First Amendment, is not amended hereby and shall be as set forth in the Closing 8-K, as amended by the First Amendment. This Second Amendment continues to speak as of the filing date of the Closing 8-K and the First Amendment, as applicable, and the Company has not updated the disclosure in this Second Amendment to speak to any later date.

Item 9.01                   Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of CGB Holdings, Inc. (and subsidiaries) as of December 31, 2011 and 2010, and for the years ended December 31, 2011 and 2010, and the related report of McGladrey LLP with respect thereto, are attached hereto as Exhibit 99.1.

The unaudited consolidated financial statements of CGB Holdings, Inc. (and subsidiaries) as of March 31, 2012 and for the three month periods ended March 31, 2012, and 2011, were filed as Exhibit 99.1 to Amendment No. 1.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information reflecting the acquisition of Professional Business Bank by Bank of Manhattan, N.A., a wholly-owned subsidiary of the Company, as of March 31, 2012 and December 31, 2011, with the related notes thereto, was filed as Exhibit 99.2 to Amendment No. 1. They are not necessarily indicative of the operating results or financial position that would have been achieved had the acquisition been consummated as of the dates indicated or of the results that may be obtained for future periods.

(d) Exhibits.

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SIGNATURES

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

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EXHIBIT INDEX

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