UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10 – KSB/A


(Amendment
No. 1)




[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For
the fiscal year ended December 31, 2007




OR




[  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934




For
the transition period from  _______ to _______




Commission
File Number 000-51960




PACIFIC COAST NATIONAL
BANCORP


(Name of
small business issuer in its charter)




California
            
            61-1453556(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)905 Calle Amanecer,  Suite 100, San
      Clemente,
      California         92673(Address
      of principal executive
      offices)                (Zip
      code)(949) 361-4300(Issuer’s  telephone
      number)Securities
      registered under Section 12(b) of the Exchange Act:
NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value$.01
      per share





Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  [    ]





Check
mark whether the issuer (1)  filed all reports required to be filed by
Section 13 or 15(d) of the 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 [   ]




Check if
there is no disclosure of delinquent filers in response t to Item 405 of
Regulation S-B  contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to  this Form 10-KSB.  [ ]













Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[   ] No [X]




Issuers
revenues for the fiscal year ended December 31, 2007, were
$6,106,177.




The
aggregate market value of the voting stock held by non-affiliates computed by
reference to the average bid and asked prices of such stock, as of March 10,
2008: $12,966,390. For purposes of this computation, all executive officers,
directors and 10% beneficial owners are deemed to be affiliates.  Such
determination should not be deemed to be an admission that any such person is an
affiliate.




The
number of shares of common stock, par value $0.01 share, of the issuer
outstanding as of March 10, 2008, was 2,281,700.




DOCUMENTS
INCORPORATED BY REFERENCE:  None.




Transitional
Small Business Disclosure Format:  Yes ______; No
____x_____







EXPLANATORY
NOTE




The sole purpose of this
Amendment No. 1 on Form 10-KSB/A to the Annual Report on Form 10-KSB of Pacific
Coast National Bancorp (the “Company”) for the fiscal year ended December 31,
2007 is to include biographical information for Company Director David Johnson,
which was inadvertently omitted from Item 9 of the initial Form 10-KSB
filing.  Item 9 is restated in its entirety below.  No other
changes are being made by this Amendment No. 1.




Item
9.        Directors, Executive Officers,
Promoters, Control Persons and Corporate Governance; Compliance With Section
16(a) of the Exchange Act




Executive Officers and Directors of the Registrant




The
executive officers of the Company are identified below. As previously reported
by the Company, the Company has designated President Michael S. Hahn to become
President and Chief Executive Officer of the Company and the Bank upon Mr.
Forkner’s planned retirement on May 16, 2008. Mr. Forkner will continue as Vice
Chairman of the board of directors of the Company and the Bank.




Colin
M. Forkner, age 64, is a Director and the current Chief Executive Officer
of Pacific Coast National Bancorp and Pacific Coast National Bank.  Mr.
Forkner had retired as President and Chief Executive Officer of California First
National Bank, an Irvine, California-based bank that he founded in 1999. Before
his retirement, Mr. Forkner had been actively engaged in banking for over forty
years, during which time he held numerous senior executive management positions
with Security Pacific Corporation, The Bank of California, Mitsubishi Bank of
California, Northern Trust Bank of California and California First National
Bank.  He began his banking career in 1965 with Security Pacific
Corporation where he served in numerous management capacities, including
Executive Vice President.  He left Security Pacific Corporation in 1986 to
become Executive Vice President and Director of Strategic Planning, Marketing
& Acquisitions for the Bank of California. Next he was appointed Chief
Executive Officer of the affiliated institution, Mitsubishi Bank of California
where he remained until heading its merger in 1989 with The Bank of California.
Mr. Forkner then remained with The Bank of California in several executive
officer capacities, including Executive Vice President and Chief Credit Officer,
and Chairman and Chief Executive Officer of the non-traditional investments
affiliate.  Mr. Forkner left The Bank of California in 1991 to join
Community Bank, where he served as Executive Vice President and Chief
Administrative Officer, before joining Northern Trust Bank of California as
Managing Director, where he served for four years.  He left Northern Trust
Bank in 1997 to found California First National Bank and serve as its President
and Chief Executive Officer.  Mr. Forkner is a director and active alumnus
of The Peter F. Drucker Graduate School of Management, Claremont Graduate
University.  He also completed the Graduate School of Financial Management,
Stanford University Graduate School after earning a degree in Economic Theory
from Claremont Men’s College.




Michael
S. Hahn, age 49, is a Director and the President of Pacific Coast
National Bancorp and Pacific Coast National Bank. He also serves as Chief
Operating Officer of the Bank. Mr. Hahn is a San Diego County native and has
more than twenty-four years of community banking experience in the Bank’s
service areas. Mr. Hahn began his banking career with California First Bank
which became Union Bank of California, where he served for nineteen years in
various management and officer capacities, including Coastal Business Banking
Center Manager, where he managed the bank’s business banking in South Orange
County and North San Diego County for twenty-one offices. While at Union













Bank of
California, Mr. Hahn also served for eighteen months as Chairman of Vice
Chairman, Richard Hartnack’s advisory board. Mr. Hahn’s banking career with
Union Bank of California was briefly interrupted from 1998 to 2000 when he left
to join Temecula Valley Bank, N.A. as Senior Vice President and Manager to
assist them in opening their second de novo office in Fallbrook, California.
Following his time with Temecula Valley Bank, N.A., he rejoined Union Bank of
California to re-open and expand their business banking office in Oceanside,
California where he served until October 31, 2003 when he left the bank to
organize Pacific Coast National Bank. Mr. Hahn holds a Bachelor of Science
degree in Business and Management from the University of Redlands and Associates
in Arts degree in Real Estate from Palomar Community College. Mr. Hahn is also a
graduate of the prestigious leadership program, LEAD San Diego. He has also been
actively involved in numerous leadership positions with local non-profit
organizations, including the San Clemente Sunrise Rotary, the San Clemente
Chamber of Commerce, Fallbrook Village, Encinitas/La Costa and Shadowridge/Vista
Rotary Clubs, the Downtown Encinitas Mainstreet Association, the Vista Economic
Development Association and various local chapters of the Boys and Girls Club.
Mr. Hahn was honored to be named Rotarian Businessman of the year for 2007 for
Rotary District 5320.




Terry
A. Stalk, age 53, serves as Executive Vice President and Chief Financial
Officer of Pacific Coast National Bancorp and Pacific Coast National Bank. Ms.
Stalk is a California native and has been actively involved in banking for over
thirty years. Before joining the organizing team, Ms. Stalk was Senior Vice
President and Director of Strategic Planning for Hawthorne Savings, FSB, a $2.4
billion federal savings bank where she served from 1999 to 2004. Prior to
joining Hawthorne Savings, Ms. Stalk served as Chief Financial Officer for
American International Bank, Pacific Western National Bank and El Segundo First
National Bank. Ms. Stalk attended the University of California, San
Diego.




Stanley
M. Cruse, age 58,serves
as the Bank’s Executive Vice President and Chief Credit Officer. Mr. Cruse
joined the Bank on June 1, 2007. Mr. Cruse has over 35 years of commercial
banking experience. Prior to joining the Bank, he served as Executive Vice
President and Chief Credit Officer for Discovery Bank/Discovery Bancorp in San
Marcos, CA. Prior to joining Discovery Bank, he was with Business Bank of
California as well as several other financial institutions. In addition to his
banking activities, Mr. Cruse is actively involved in various community and
banking organizations. Mr. Cruse graduated on September 1, 2006 from the
Graduate School of Bank at Pacific Coast Banking School on the campus of the
University of Washington in Seattle, WA.




David
L. Adams, age 54, serves as the Bank's Executive Vice President and
manager of the Real Estate Industries Group.  Mr. Adams joined the Bank in
April 2008.  Mr. Adams has over 37 years of experience with financial
institutions.  Prior to joining the Bank, he served as Executive Vice
President at Vineyard Bank in Irvine, California.  Prior to that, his
career included positions with Hawthorne Savings Bank, Downey Savings & Loan
and California First Bank.  Throughout his career his emphasis has been in
real estate lending and development.  Mr. Adams obtained his Bachelor of
Arts degree in economic and business administration from Point Loma Nazarene
University in San Diego, California.




The
directors of the Company and the Bank other than Messrs. Forkner and Hahn are
identified below.




Thomas
J. Applegate, age 55, is a Director of Pacific Coast National Bancorp and
Pacific Coast National Bank. He is a partner with the public accounting firm of
CEA, LLP, and has been actively engaged in the public accounting industry for
the past 29 years. He has been licensed






2






as a
certified public accountant by the State of California since May 1981. A
California native, Mr. Applegate is a graduate of San Diego State University. He
has served on the faculty of Palomar College and National University and
currently serves as an advisory director of the boards of two large private
companies. Mr. Applegate is active member of the Chamber of Commerce, Rotary
International, California Society of Certified Public Accountants, the American
Institute of Certified Public Accountants, North County Estate Planning Group of
San Diego and a founding member of ENDOW CARLSBAD, a community
foundation.




Michael
V. Cummings, age 66, is a Director of Pacific Coast National Bancorp and
Pacific Coast National Bank. After serving over 35 years in the banking arena he
retired in 2000. He has been engaged in providing bank consulting services since
that time. Prior to that, he served in various executive management positions
with Manufacturers Bank, Southern California Bank, Bank of California and
Security Pacific National Bank. Mr. Cummings earned his Associates of Arts
degree from El Camino College in 1963 and furthered his studies at California
State University at Fullerton, majoring in Business Administration. Mr. Cummings
has lived or worked in our primary service area for more than twenty
years.




David
E. Davies, age 73, is a Director of Pacific Coast National Bancorp and
Pacific Coast National Bank. He has most recently served as an instructor of
Managerial Finance at the University of Phoenix. Prior to that, he taught
Economics and Banking at Keller Graduate School of Management. Until 1997, Mr.
Davies was a career banker, having functioned primarily as a commercial real
estate loan officer for First Interstate Bank, Sumitomo Bank  of
California and the Toyo Trust & Banking Co. He is a graduate of Miami
University, where he earned a Bachelor of Science degree in Finance, and of
Northwestern University, where he earned a Masters of Business Administration
degree in Finance. He has also completed several real estate certificate
programs at the University of California, Los Angeles and
Stanford.




Fred
A. deBoom, age 72, is a Director of Pacific Coast National Bancorp and
Pacific Coast National Bank. He has been a director of Acacia Research (NASDAQ)
and Combimatrix(NASDAQ) for 10 years and has served as a managing partner in
Sonfad Associates, a merger and acquisition consulting firm for the past eight
years. Before joining Sonfad Associates, he served for five years as the vice
president and manager of Tokei Bank’s Pasadena office and in a similar capacity
for Union Bank during the nine-year period preceding his time with Tokei Bank.
For the seventeen years prior to that, he was a vice president and manager for
First Interstate Bank. Mr. deBoom received a Bachelor of Arts degree from
Michigan State University and a Master of Business Administration degree in
finance from the University of Southern California. Mr. deBoom has been a San
Clemente resident since 1995.




David
Johnson,age 61, is a Director of Pacific Coast National Bancorp and
Pacific Coast National Bank. He currently serves as Vice President-Finance and a
major stockholder of Affinity Medical Technologies, LLC. Before joining Affinity
Medical Technologies, he served for six years as a senior executive officer of
First Plus Bank in Tustin, California, first as a Director and thereafter as
President and Chief Financial Officer. Mr. Johnson also has significant
experience in accounting. He is a former certified public accountant and spent
eighteen years with the accounting firm of McGladrey & Pullen, LLP as a
partner, during which time he audited financial institutions. Mr. Johnson is a
graduate of the University of Minnesota, where he earned a Bachelor of Arts in
Accounting and has been a resident of Yorba Linda, California since
1982.




Dennis
C. Lindeman, age 60, is Chairman of the Board of Pacific Coast
National Bancorp and Pacific Coast National Bank.  He is a Certified
Financial Planner and has spent the last twenty years providing comprehensive
business and financial planning services to closely-held






3






business
owners, executives and their families throughout Southern California.  Mr.
Lindeman is a veteran of the United States Marine Corps, where he served for
twenty years, primarily in operational planning and command capacities, before
retiring as a Lieutenant Colonel.  Mr. Lindeman has been actively involved
in leadership capacities with numerous community organizations. Mr. Lindeman
received a Bachelor of Arts degree in Economics from Luther College.  He is
also a graduate of the United States International University, where he received
a Master of Business Administration degree in Finance.  He has lived in
Fallbrook for the past twenty-five years.




Denis
H. Morgan, age 55, is a Director of Pacific Coast National Bancorp and
Pacific Coast National Bank. He is a registered civil engineer and a licensed
general contractor in the states of California, Florida and Nevada. He served as
the President and Chief Executive Officer of Pacific 17 until the business was
acquired by Alcoa in November 2001. He has been active in investing in real
estate opportunities since 1989 and is currently investing in and developing
multi-family units in California, Arizona and New York. Mr. Morgan has also been
actively involved in numerous community organizations. His volunteer activities
include service as Finance Chairperson for the United Negro College Fund (San
Diego), as corporate sponsor to the Urban League, Neighborhood House, National
Association for the Advancement of Colored People (NAACP) and several other
organizations that provide educational, housing, and financial support to the
community. Mr. Morgan is a graduate of the University of Guyana, where he earned
an HTD in Civil Engineering and a Bachelor of Engineering degree in Highway
Engineering. He also earned a Master of Science degree in Structural Engineering
from the City University of London.




John
Vuona, age 50, is a director of Pacific Coast National Bancorp and
Pacific Coast National Bank. He is a partner in the accounting firm of Bentson
& Vuona, LLP, which he founded in 1995. Prior to forming the firm, he served
as a senior manager with McGladrey & Pullen, LLP and as a partner in the
firm of Gillespie, Lefevie, Lokietz & Vuona. Over his career, Mr. Vuona has
worked extensively with closely-held companies in the areas of financial,
manufacturing, distribution, service and construction industries. He is a
certified public accountant and a member of the American Institute of Certified
Public Accountants and the California Society of Certified Public Accountants.
Mr. Vuona is a graduate of Babson College, where he earned a Bachelor of Science
degree in Accounting. He also completed a Master of Science degree in Taxation
at the University of Southern California. Mr. Vuona currently resides in Rancho
Santa Margarita, California.




Code
of Ethics




We have
adopted a Code of Business Conduct and Ethics, which, together with the policies
referred to therein, is applicable to all of our directors, officers and
employees and complies with Item 406 of Regulation S-K of the Securities
Exchange Act of 1934 (the “Exchange Act”). The Code of Business Conduct and
Ethics covers all areas of professional conduct, including conflicts of
interest, disclosure obligations, insider trading and confidential information,
as well as compliance with all laws, rules and regulations applicable to our
business. We encourage all employees, officers and directors to promptly report
any violations of any of our policies. Copies of our Code of Business Conduct
and Ethics may be obtained by any person, without charge, upon written request
to Pacific Coast National Bancorp, Attn: Corporate Secretary, 905 Calle
Amanecer, Suite 100, San Clemente, California 92673.






4





Audit
Committee Membership




The
members of the Audit Committee are Dennis Lindeman, Thomas Applegate and David
Johnson (Chairman).  Our board of directors has determined that each
member of the Audit Committee satisfies the independence requirements of the
Securities and Exchange Commission and NASDAQ. Our Board has also determined
that Mr. Johnson qualifies as an “audit committee financial expert” under Item
407(d)(5) of Regulation S-K under the Exchange Act and has the requisite
accounting or related financial expertise required by applicable NASDAQ
rules.




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
and officers, and persons who own more than 10% of a registered class of our
equity securities, to file with the SEC initial reports of ownership and reports
of changes in ownership of common stock and other equity securities of the
Company. Officers, directors and greater than 10% stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.




To our
knowledge, based solely on a review of the copies of such reports furnished to
us and written representations that no other reports were required, during the
fiscal year ended December 31, 2007, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with except for the failure by Officer David L. Adams to timely
file a Form 3 upon becoming an officer and to timely file a Form 4 to report a
single transaction, the failure by Officer Stanley M. Cruse to timely file a
Form 4 to report a single transaction, the failure by Director Thomas J.
Applegate to timely file a Form 4 to report two transactions and the failure by
former Director James W. Shute, Jr. to timely file a Form 4 to report two
transactions.


5


SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




PACIFIC
      COAST NATIONAL BANCORPBy:
            /s/
      Colin M.
      ForknerColin
      M. Forkner
              Chief
      Executive Officer













EXHIBIT
INDEX




Exhibit
      No.
            Document31.1
            Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) Under the Securities
      Exchange Act of 193431.2
            Certification
      of Chief Financial Officer Pursuant to Rule 13a-14(a) Under the Securities
      Exchange Act of 193432
            Certification
      Pursuant to Rule 13a-14(b) Under the Securities Exchange Act of 1934 and
      18 U.S.C. §1350