Exhibit
3.1






ARTICLES OF
INCORPORATION






OF






PACIFIC
COAST NATIONAL BANCORP













ARTICLE
I






Name






This name of the corporation is Pacific Coast National
Bancorp.













ARTICLE
II






Purpose
and Powers






The purpose of this corporation is to
engage in any lawful act or activity for which a corporation may be organized
under the General Corporation Law of California other than the banking business,
the trust company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.













ARTICLE
III






Capital






This corporation has authority to issue
an aggregate of 10,000,000 shares of common stock, having a par value of $0.01
per share.













ARTICLE
IV






Board
of Directors






The business and affairs of this
corporation and all of the corporate powers thereof are hereby vested in and
shall be exercised by a board of directors, the size and composition of which
shall be determined as set forth in the bylaws.













ARTICLE
V






Indemnification






The corporation is authorized to
provide indemnification of agents (as defined in Section 317 of the
California Corporations Code) through bylaw provisions, agreements with agents,
vote of shareholders or disinterested directors or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the California
Corporations Code, subject only to the applicable limits set forth in
Section 204 of the California Corporations Code with respect to actions for
breach of duty to the corporation and its shareholders.
















ARTICLE
VI






Limitation
of Liability






The liability of directors of this
corporation for monetary damages shall be eliminated to the fullest extent
permissible under California law.













ARTICLE
VII






Repeal
of Articles V, VI and VII






Notwithstanding any other provision of
these Articles, the affirmative vote of at least 80% of the total voting power
of the corporation shall be required to amend or repeal Article V,
Article VI or this Article VII, and any repeal or amendment of
Article V, Article VI or Article VII by the shareholders of the
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the corporation arising
from an act or omission occurring prior to the time of such repeal or amendment
or the rights of any director or officer to indemnification pursuant to
Article V that may have arisen prior to such appeal or
amendment.













ARTICLE
VIII






Registered
Office and Agent






The name and address in the State of
California of the Corporation's initial agent for service of process is Michael Hahn, 1745 E. Alvarado
Street, Fallbrook, California 92028.






[signature
page follows]




2




IN WITNESS WHEREOF, the undersigned
incorporator has set his hand as of the 2nd day of July, 2003.




/s/
      Michael HahnMichael
      Hahn





3


CERTIFICATE
OF AMENDMENT OF


ARTICLES
OF INCORPORATION








The
undersigned certify that:





1.
            They
      are the presidentand the secretary, respectively,
      of Pacific Coast National Bancorp, a California
    corporation.




2.
            Article
      III of the Articles of Incorporation of this corporation is amended to
      read as follows:




ARTICLE
III




Capital




This corporation has the authority to
issue an aggregate of 10,000,000 shares of common stock, having a par value of
$0.01 per share, and an aggregate of 1,000,000 shares of preferred stock, having
a par value of $0.01 per share (the “Preferred Stock”).  The Preferred
Stock may be issued from time to time in one or more series.  The
board of directors of this corporation is authorized to fix the number of shares
of any series of Preferred Stock and to determine the designation of any such
series. The board of directors is also authorized to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock, and, within the limits and
restrictions stated in any resolution or resolutions of the board of directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of shares of
that series.”





3.
            The
      foregoing amendment of Articles of Incorporation has been duly approved by
      the board of directors.




4.
            The
      foregoing amendment of Articles of Incorporation has been duly approved by
      the required vote of shareholders in accordance with Section 902,
      California Corporations Code.  The total number of outstanding
      shares of the corporation is 2,544,850.  The number of shares of
      voting in favor of the amendment equaled or exceeded the vote
      required.  The percentage vote required was more than
      50%.




We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.








Date:  ____January 15,
2009________








_____________________________________________


Michael
S. Hahn, President and Chief Executive Officer











_____________________________________________


Thomas J.
Applegate, Secretary and Director