**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-Q/A**

 

**Amendment No. 1**

 

**x****      Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934**

 

**for the quarterly period ended March 31, 2011**

 

**o****         Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)**

 

**for the period from               to                **

 

**Commission File Number 0-27666**

 

**NORTHERN CALIFORNIA BANCORP, INC.**

(Name of Small Business Issuer in its Charter)

 

**Incorporated in the State of California**

**IRS Employer Identification Number 77-0421107**

Address:**  601 Munras Avenue, Monterey, CA  93940**

Telephone:**(831) 649-4600**

 

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  o  No  o

 

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act).

 

| Large accelerated filer o |   | Accelerated filer o         |
|---------------------------|--------|-----------------------------|
|                      |   |                        |
| Non-accelerated filer o   |   | Smaller reporting company x |

 

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

 

As of May 24, 2011, the Corporation had 1,785,891 shares of common stock outstanding.

 

 

 

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Northern California Bancorp (the “Corporation”) amends its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 (filed on May 16, 2011), as set forth in this Form 10-Q/A (Amendment No. 1) to correct the table appearing in Note 7 (LOANS AND ALLOWANCE FOR LOAN LOSSES) to the Corporation’s unaudited consolidated financial statements for the quarter ended March 31, 2011 which summarizes the Bank’s investment in loans for which impairment has been recognized.  The first column of this table was inadvertently corrupted during the EDGAR conversion.  The disclosures contained in the other Items of the Form 10-Q are not amended and this Amendment No. 1 does not reflect events occurring after the original filing of the Quarterly Report on Form 10-Q, and does not modify or update those disclosures as presented in the Form 10-Q except to the extent set forth herein. Capitalized terms used herein and not defined shall have the meaning ascribed to such terms in the originally filed Form 10-Q.

 

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(NOTE 7) LOANS AND ALLOWANCE FOR LOAN LOSSES

 

The following tables summarize the Bank’s investment in loans for which impairment has been recognized as of and for the three months ended March 31, 2011 and as of and for the year ended December 31, 2010.  Impaired loans consist of the loans on non-accrual status.

 
| ** **                                      | ** ** | **March 31, 2011** | ** ** |
|-------------------------------------------------|------------|------------------------------|------------|
| ** **                                      | ** ** | **Recorded   Investment**    | ** ** | **Unpaid Principal   Balance** | ** ** | **Related   Allowance** | ** ** | **Average   Recorded   Investment** | ** ** | **Interest Income   Recognized** | ** ** |
| **With   no related allowance recorded:**       |       |                         |       |   |   |   |   |   |   |   |   |
| Construction and   land:                        |       |                         |       |   |   |   |   |   |   |   |   |
| Land                                            |       | $                            | 265        |   | $ | 265 |   | $ | — |   | $ | 265 |   | $ | — |   |
| One to four   residential:                      |       |                         |       |   |   |   |   |   |   |   |   |
| First Liens                                     |       | 1,178                        |       | 1,178 |   | — |   | 1,255 |   | — |   |
| Junior Liens                                    |       | —                       |       | — |   | — |   | — |   | — |   |
| Commercial and   industrial:                    |       |                         |       |   |   |   |   |   |   |   |   |
| Secured                                         |       | 3,189                        |       | 3,189 |   | — |   | 3,189 |   | — |   |
| Consumer                                        |       | —                       |       | — |   | — |   | — |   | — |   |
| SBA:                                            |       |                         |       |   |   |   |   |   |   |   |   |
| SBA, unguaranteed   portion held for investment |       | —                       |       | — |   | — |   | — |   | — |   |
| SBA. guaranteed   portion                       |       | 1,564                        |       | 1,564 |   | — |   | 1,631 |   | — |   |
|                                            |       |                         |       |   |   |   |   |   |   |   |   |
| **With   an allowance recorded:**               |       |                         |       |   |   |   |   |   |   |   |   |
| Construction and   land:                        |       |                         |       |   |   |   |   |   |   |   |   |
| Land                                            |       | 1,596                        |       | 1,596 |   | 106 |   | 1,596 |   | — |   |
| Commercial real   estate                        |       | 851                          |       | 889 |   | 60 |   | 894 |   | — |   |
| One to four   residential:                      |       |                         |       |   |   |   |   |   |   |   |   |
| First Liens                                     |       | 810                          |       | 810 |   | 43 |   | 810 |   | — |   |
| Junior Liens                                    |       | 146                          |       | 162 |   | 40 |   | 162 |   | — |   |
| Commercial and   industrial:                    |       |                         |       |   |   |   |   |   |   |   |   |
| Secured                                         |       | 282                          |       | 327 |   | 53 |   | 327 |   | — |   |
| Consumer                                        |       |                         |       |   |   |   |   |   |   |   |   |
| SBA:                                            |       | —                       |       | — |   | — |   | — |   | — |   |
| SBA, unguaranteed   portion held for investment |       | 280                          |       | 346 |   | 37 |   | 280 |   | — |   |
|                                            |       |                         |       |   |   |   |   |   |   |   |   |
| Total:                                          |       |                         |       |   |   |   |   |   |   |   |   |
| Construction and   land                         |       | $                            | 1,861      |   | $ | 1,861 |   | $ | 106 |   | $ | 1,861 |   | $ | — |   |
| Commercial Real   Estate                        |       | 851                          |       | 889 |   | 60 |   | 894 |   | — |   |
| One to four   residential First Lien            |       | 1,988                        |       | 1,988 |   | 43 |   | 2,065 |   | — |   |
| One to four   residential Junior Lien           |       | 146                          |       | 162 |   | 40 |   | 162 |   | — |   |
| Commercial and   industrial                     |       | 3,471                        |       | 3,516 |   | 53 |   | 3,516 |   | — |   |
| Consumer                                        |       | —                       |       | — |   | — |   | — |   | — |   |
| SBA Unguaranteed   portion                      |       | 280                          |       | 346 |   | 37 |   | 280 |   | — |   |
| SBA Guaranteed   portion                        |       | 1,564                        |       | 1,564 |   | — |   | 1,631 |   | — |   |
|                                            |       | $                            | 10,161     |   | $ | 10,326 |   | $ | 339 |   | $ | 10,409 |   | $ | — |   |

 

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**Item 6.  Exhibits**

 
| A.     |   | EXHIBITS |                                                                                                                                                       |
|--------|--------|----------|------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |     |                                                                                                                                                       |
|   |   | 31.1     | Certification   of the Chief Executive Officer of Northern California Bancorp, Inc.   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|   |   |     |                                                                                                                                                       |
|   |   | 31.2     | Certification of the Chief Financial Officer of   Northern California Bancorp, Inc. pursuant to Section 302 of the   Sarbanes-Oxley Act of 2002. |
|   |   |     |                                                                                                                                                       |
|   |   | 32.1     | Certification of the Chief Executive Officer of   Northern California Bancorp, Inc. pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002. |
|   |   |     |                                                                                                                                                       |
|   |   | 32.2     | Certification of the Chief Financial Officer of   Northern California Bancorp, Inc. pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002. |

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|                      | NORTHERN   CALIFORNIA BANCORP, INC. |
|---------------------------|------------------------------------------|
|                      |                                     |
| Date:   May 24, 2011 | By:                                      | /s/   Charles T. Chrietzberg, Jr. |
|                      | Charles   T. Chrietzberg, Jr.       |
|                      | Chairman   of the Board &       |
|                      | Chief   Executive Officer                |
|                      |                                     |
|                      |                                     |
| Date:   May 24, 2011 | By:                                      | /s/   Bruce N. Warner |
|                      | Bruce   N. Warner                        |
|                      | Chief   Financial Officer and            |
|                      | Principal   Accounting Officer           |

 

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