**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**Form 10-KSB/A**

**(Amendment No.1)**

 

**ý****Annual report undersection 13 or 15(d) of the Securities Exchange Act of 1934**

**for the fiscal year ended December 31,2004**

 

**o****  Transition report under section 13 or15(d) of the Securities Exchange Act of 1934**

**for the transition period from       to       .**

 

**Commission File Number 0-15982**

 

**NATIONAL MERCANTILE BANCORP**

(Exact name of small businessissuer in its charter)

 

| **California**                                                                                                                                                                                                      | ** ** | **95-3819685**                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of  incorporation or organization)                                                                                                                                                     |       | (I.R.S. Employer Identification No.) |
|                                                                                                                                                                                                                |       |                                 |
| **1880 Century Park East  Los Angeles, California**                                                                                                                                                                 |       | **90067**                            |
| (Address to principal executive offices)                                                                                                                                                                            |       | (Zip Code)                           |
|                                                                                                                                                                                                                |       |                                 |
| Issuer’s telephone number, including area  code:  **(310) 277-2265**

Securities registered pursuant to Section  12(b) of the Act: **None**

Securities registered pursuant to Section  12(g) of the Act: |
|                                                                                                                                                                                                                |
| **Common Stock, No Par Value  Series A Noncumulative Convertible Perpetual Preferred Stock  (Title of Class)**                                                                                                      |

 

Check whether the issuer:  (1)filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.     ý Yes         o   No

 

Check if there is no disclosure of delinquent filers to Item 405 ofRegulation S-B contained herein, and no disclosure will be contained, to theregistrant’s knowledge, in definitive in response or information statementsincorporated by reference in Part III of this Form 10-KSB. o

 

The issuer’s revenues for its most recent fiscal year:  $21.9 million.

 

The aggregate market value of the voting common equity held bynonaffiliates of the registrant, based upon the closing sale price of itsCommon Stock as reported by the National Association of Securities DealersAutomated Quotation System on December 31, 2004, was approximately $16.4million.

 

The number of shares of Common Stock, no par value, of the issueroutstanding as of January 2, 2007 was 5,650,147.

** **

**DOCUMENTS INCORPORATED BY REFERENCE**:

 

Certain portions of the Company’s Proxy Statement to be filed with theSecurities and Exchange Commission pursuant to Rule 14a-6 under the SecuritiesExchange Act of 1934 in connection with the Company’s 2005 Annual Meeting ofShareholders are incorporated by reference in Part III, Items 9-12 and 14 andis of this Annual Report on Form 10-KSB.

Transitional Small Business Disclosure Format(Check one):    o  Yes    ý   No

 

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**ExplanatoryNote**

 

NationalMercantile Bancorp (the “Company”) is filing this amendment No. 1 to Form10-KSB for the year ended December 31, 2004, to correct the reported aggregatemarket value of the voting common equity held by nonaffiliates of the Company.

 

**ITEM 8A**.  **CONTROLS AND PROCEDURES**

 

The Company maintains disclosure controls and procedures (as defined inExchange Act Rule 13a-15(e)) that are designed to assure that informationrequired to be disclosed in its Exchange Act reports is recorded, processed,summarized and reported within the time periods specified in the Securities andExchange Commission’s rules and forms, and that such information isaccumulated and communicated to management, including the Chief ExecutiveOfficer and Chief Financial Officer, as appropriate, to allow timely decisionsregarding required disclosures. 

 

In designing and evaluating the disclosure controls and procedures,management recognizes that any controls and procedures, no matter how welldesigned and operated, can provide reasonable assurance only of achieving thedesired control objectives, and management necessarily is required to apply itsjudgment in weighting the costs and benefits of possible new or different controlsand procedures. Limitations are inherent in all control sysytems, so noevaluation of controls can provide absolute assurance that all control issuesand any fraud within the company have been detected. 

 

As required by Exchange Act Rule 13a-15(b), as of the end of theperiod covered by this report, the Company, under the supervision and with theparticipation of our Chief Executive Officer and Chief Financial Officer,evaluated the effectiveness of the Company’s disclosure controls andprocedures. Based on this evaluation, our Chief Executive Officer and Chieffinancial Officer concluded that the Company’s disclosure controls andprocedures were effective as of that date.

 

There was no change in the Company’s internal control over financialreporting during the Company’s most recently completed fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, theCompany’s internal control over financial reporting.

 

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*SIGNATURES*

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 

 
|                   | NATIONAL MERCANTILE BANCORP |
|------------------------|-----------------------------|
|                   | (Registrant)                |
|                   |                        |   |
|                   | By                          | /s/  SCOTT A. MONTGOMERY |
|                   |                        | Scott A. Montgomery |
| Date: January 10, 2007 |                        | Chief Executive Officer |

 

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**INDEX TO EXHIBITS**

 
| **Exhibit** | ** ** | ** **                                                                         |
|-------------|------------|------------------------------------------------------------------------------------|
|        |       |                                                                               |
| 31.1        |       | Certification  of Scott A. Montgomery under Section 302 of Sarbanes-Oxley Act |
|        |       |                                                                               |
| 31.2        |       | Certification  of David R. Brown under Section 302 of Sarbanes-Oxley Act      |

 

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