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

**Washington,D.C.  20549**

 

**FORM 10-Q/A**

 

**Amendment1**

 

**x****                       ****Quarterly report under Section 13or 15(d) of the Securities Exchange Act of 1934 for the quarterly periodended September 30, 2008**

** **

**o****                          ****Transition report under Section 13or 15(d) of the Securities Exchange Act of 1934 (No fee required) for theperiod 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 theissuer: (1) filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act during the past 12 months (or forsuch 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 |
|--------|-----|---|--------|-----------------|

 

Indicateby check mark whether the registrant is an accelerated filer, a non-acceleratedfiler, or a smaller report5ing company (as defined in Rule 12b-2 of theAct).

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

 

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

 

As of November 4,2008, the Corporation had 1,803,908 shares of common stock outstanding.

 

 

 

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TABLE OF CONTENTS

 
| Explanatory Note |                                 |
|------------------|--------------------------------------|
|             |                                 |   |
| PART I.     | Financial Inofrmation                |   |
|             |                                 |   |
|             | Item 1.  Consolidated Balance Sheets |   |
|             |                                 |   |
|             | Item 6. Exhibits                     |   |
|             |                                 |   |
| Signatures       |                                 |

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 to the Company’s Report on Form 10-Qfor the third quarter of 2008 is solely for the purpose of correcting atypographical error on the Consolidated Balance Sheets appearing in Part 1,Item 1 of the Form 10-Q filed by Northern California Bancorp, Inc. onNovember 14, 2008 with the Securities and Exchange Commission.  Specifically the total assets listed for December 31,2007 was $253,875,000 and should be $253,865,000.

 

This Amendment No. 1to the Company’s Quarterly Report on Form 10-Q for the third quarter of2008 does not reflect events occurring after the filing of the Original Reportor modify or update the disclosures therein in any was other than as describedabove.  

 

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**PART I-FINANCIALINFORMATION**

 

### Item1.                                       FINANCIALSTATEMENTS

###  

NORTHERNCALIFORNIA BANCORP, INC.

AND SUBSIDIARY

CONSOLIDATEDBALANCE SHEETS

 
| ** **                                                                                              | ** ** | **September 30** | ** ** | **DECEMBER 31** | ** ** |
|---------------------------------------------------------------------------------------------------------|------------|-----------------------|------------|----------------------|------------|
| **(in thousands except share data)**                                                | ** ** | **2008**              | ** ** | **2007**             | ** ** |
| ** **                                                                                              | ** ** | **(Unaudited)**       | ** ** | **(Audited)**        | ** ** |
| ASSETS:                                                                                                 |       |                  |       |                 |       |
| Cash and Due  From Banks                                                                                |       | $                     | 8,262      |                 | $          | 8,063 |   |
| Federal Funds  Sold                                                                                     |       | —                |       | 12,090               |       |
| Total Cash and  Cash Equivalents                                                                        |       | 8,262                 |       | 20,153               |       |
| Trading Assets                                                                                          |       | 591                   |       | 1,224                |       |
| Interest-bearing  deposits with other Financial Institutions                                            |       | 6,500                 |       | —               |       |
| Investment  Securities, available for sale (Note 5)                                                     |       | 76,338                |       | 36,801               |       |
| Investment  Securities, held to maturity at cost (fair value approximates $8,052 in 2007)  (Note 5)     |       | —                |       | 7,869                |       |
| Other  Investments (Note 6)                                                                             |       | 3,647                 |       | 2,824                |       |
| Loans Held for  Sale, at lower of cost or market                                                        |       | 1,248                 |       | 1,887                |       |
| Loans, net of  allowance for loan losses of $2,280 in 2008; $2,028 in 2007 (Note 7)                     |       | 158,508               |       | 166,861              |       |
| Bank Premises  and Equipment, Net                                                                       |       | 5,056                 |       | 4,874                |       |
| Cash Surrender  Value of Life Insurance                                                                 |       | 3,937                 |       | 3,845                |       |
| Other Real  Estate Owned                                                                                |       | 6,349                 |       | —               |       |
| Interest  Receivable and Other Assets                                                                   |       | 6,170                 |       | 7,527                |       |
| Total Assets                                                                                            |       | $                     | 276,606    |                 | $          | 253,865 |   |
|                                                                                                    |       |                  |       |                 |       |
| LIABILITIES AND  SHAREHOLDERS’ EQUITY:                                                             |       |                  |       |                 |       |
|                                                                                                    |       |                  |       |                 |       |
| Non-interest  bearing demand                                                                            |       | $                     | 25,388     |                 | $          | 24,814 |   |
| Interest-bearing  demand                                                                                |       | 16,863                |       | 15,600               |       |
| Savings                                                                                                 |       | 7,099                 |       | 5,487                |       |
| Time less than  $100,000                                                                                |       | 76,376                |       | 58,812               |       |
| Time in  denominations of $100,000 or more                                                              |       | 56,385                |       | 62,620               |       |
| Total Deposits                                                                                          |       | 182,111               |       | 167,333              |       |
|                                                                                                    |       |                  |       |                 |       |
| Federal Home  Loan Bank Borrowed Funds                                                                  |       | 60,500                |       | 52,500               |       |
| Federal Funds  Purchased                                                                                |       | 840                   |       | —               |       |
| Junior  Subordinated Debt Securities                                                                    |       | 8,248                 |       | 8,248                |       |
| Revolving Line  of Credit                                                                               |       | 2,500                 |       | —               |       |
| Payable for  investment securities purchased                                                            |       | 2,705                 |       | 5,225                |       |
| Interest Payable  and Other Liabilities                                                                 |       | 7,585                 |       | 6,125                |       |
| Total  Liabilities                                                                                      |       | 264,489               |       | 239,431              |       |
|                                                                                                    |       |                  |       |                 |       |
| Shareholders’  Equity:                                                                             |       |                  |       |                 |       |
| Common Stock -  No Par Value, authorized 2,500,000 Outstanding:1,803,908 in 2008 and  1,792,238 in 2007 |       | 5,173                 |       | 5,502                |       |
| Retained  Earnings                                                                                      |       | 9,479                 |       | 8,831                |       |
| Accumulated  Other Comprehensive Income (Loss) (Note 8)                                                 |       | (2,535                | )          | 101                  |       |
| Total  Shareholders’ Equity                                                                        |       | 12,117                |       | 14,434               |       |
| Total  Liabilities & Shareholders’ Equity                                                 |       | $                     | 276,606    |                 | $          | 253,865 |   |

 

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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. |

 

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**Signatures**

** **

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

 
|   | NORTHERN  CALIFORNIA BANCORP, INC. |
|--------|------------------------------------|

 
|                        |
|-----------------------------|
| Date: December 5, 2008 | By: |   /s/  Charles T. Chrietzberg, Jr. |
|                        | Charles T.  Chrietzberg, Jr. |
|                        | Chairman of the  Board & |
|                        | Chief Executive  Officer |
|                        |   |   |
|                        |   |   |
| Date: December 5, 2008 | By: |   /s/  Bruce N. Warner |
|                        | Bruce N. Warner |
|                        | Chief Financial Officer and |
|                        | Principal Accounting Officer |

 

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