**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

 

**FORM 10-QSB**

 

**ý****QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.**

 

**For the quarterly period ended September 30, 2004**

 

**o**** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

 

**For the transition periodfrom          to          **

 

**Commission File Number: 333-118859**

 

**PACIFIC COAST NATIONAL BANCORP**

(Exact name of registrant as specified in its charter)

 
| **California**                                                  | ** ** | **61-1453556**                       |
|-----------------------------------------------------------------|------------|--------------------------------------|
| (State or Other Jurisdiction of  Incorporation or Organization) | ** ** | (I.R.S. Employer Identification No.) |

 

**1291 Puerta del Sol, San Clemente, California 92673**

(Address of Principal Executive Office)

 

**949-361-4300**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant: (1) hasfiled all reports required to be filed by Section 13 or 15 (d) of theSecurities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

 

YES   ý   NO   o

 

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

 

YES   o   NO   ý

 

Indicate the number of shares outstanding of each ofthe issuer’s classes of common stock as of December 23, 2004.  No shares of common stock have been issued.

 

 

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**FORM 10-QSB**

**PACIFICCOAST NATIONAL BANCORP**

 

**INDEX**
| PART I.  |   | FINANCIAL INFORMATION                                                                               |                                                                                                                               |
|----------|--------|-----------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                |                                                                                                                               |
|     |   | Item 1. Financial Statements                                                                        |                                                                                                                               |
|     |   |                                                                                                |                                                                                                                               |
|     |   |                                                                                                | Balance  Sheets as of September 30, 2004 (unaudited) and June 30, 2004                                                             |   |
|     |   |                                                                                                |                                                                                                                               |
|     |   |                                                                                                | Statements of Operations for the Three Months Ended September 30,  2004, and From Inception Through September 30, 2004 (unaudited) |   |
|     |   |                                                                                                |                                                                                                                               |   |
|     |   |                                                                                                | Statements of Cash Flows for the Three Months Ended September 30,  2004, and From Inception Through September 30, 2004 (unaudited) |   |
|     |   |                                                                                                |                                                                                                                               |   |
|     |   |                                                                                                | Condensed Notes to Financial Statements                                                                                            |   |
|     |   |                                                                                                |                                                                                                                               |
|     |   | Item 2. Management’s Discussion and  Analysis of Financial Condition and Results of Operations |                                                                                                                               |
|     |   |                                                                                                |                                                                                                                               |
|     |   | Item 3. Quantitative and Qualitative  Disclosure About Market Risk                                  |                                                                                                                               |
|     |   |                                                                                                |                                                                                                                               |
|     |   | Item 4. Controls and Procedures                                                                     |                                                                                                                               |
|     |   |                                                                                                |                                                                                                                               |
| PART II. |   | OTHER INFORMATION                                                                                   |                                                                                                                               |
|     |   |                                                                                                |                                                                                                                               |
|     |   | Item 6. Exhibits and Reports on Form 8-K                                                            |                                                                                                                               |
|     |   |                                                                                                |                                                                                                                               |
|     |   | Signatures                                                                                          |                                                                                                                               |

 

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### **Part I-FinancialInformation**

 

## **ITEM 1.**     FINANCIAL STATEMENTS.

 

**PACIFIC COAST NATIONAL BANCORP**

**BALANCESHEETS**

 
| ** **                                                                                         | ** ** | **September 30  2004** | ** ** | **June 30,  2004** | ** ** |
|----------------------------------------------------------------------------------------------------|------------|------------------------|------------|--------------------|------------|
| ** **                                                                                         | ** ** | **(Unaudited)**        | ** ** | ** **         | ** ** |
| **ASSETS**                                                                                         |       |
|                                                                                               |       |                   |       |               |       |
| Cash and Cash equivalents                                                                          |       | $                      | 71,867     |               | $          | 129,030 |   |
|                                                                                               |       |                   |       |               |       |
| Property and Equipment, net                                                                        |       | 24,380                 |       | 13,655             |       |
| Rent Deposits and Prepaid Expenses                                                                 |       | 83,988                 |       | 34,701             |       |
|                                                                                               |       |                   |       |               |       |
|                                                                                               |       | $                      | 180,235    |               | $          | 177,386 |   |
|                                                                                               |       |                   |       |               |       |
| **LIABILITIES AND STOCKHOLDERS’ DEFICIT**                                                     |       |
|                                                                                               |       |                   |       |               |       |
| Accounts Payable and Accrued Expenses                                                              |       | $                      | 139,655    |               | $          | 111,035 |   |
| Notes Payable                                                                                      |       | 375,000                |       | —             |       |
| Due to Organizers                                                                                  |       | 735,000                |       | 745,000            |       |
|                                                                                               |       |                   |       |               |       |
| Total Liabilities                                                                                  |       | 1,149,655              |       | 856,035            |       |
|                                                                                               |       |                   |       |               |       |
| Stockholders’ Deficit:                                                                        |       |                   |       |               |       |
| Common stock, par value $.01 per share;  authorized 10,000,000 shares; none issued and outstanding |       | —                 |       | —             |       |
| Deficit Accumulated During the Organizational  Period                                              |       | (1,069,420             | )          | (678,649           | )          |
|                                                                                               |       |                   |       |               |       |
| Total Stockholders’ Deficit                                                                   |       | (1,069,420             | )          | (678,649           | )          |
|                                                                                               |       |                   |       |               |       |
|                                                                                               |       | $                      | 180,235    |               | $          | 177,386 |   |

 

Seeaccompanying condensed notes to financial statements.

 

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**PACIFIC COAST NATIONAL BANCORP**

**STATEMENTS OF OPERATIONS**

 
| ** **                       | ** ** | **Deficit  Accumulated  For The Period  From July 2,  2003  (Inception) to  September 30,  2004** | ** ** | **Three Months  Ended  September 30,  2004** | ** ** |
|----------------------------------|------------|---------------------------------------------------------------------------------------------------|------------|----------------------------------------------|------------|
| ** **                       | ** ** | **(Unaudited)**                                                                                   | ** ** | **(Unaudited)**                              | ** ** |
|                             |       |                                                                                              |       |                                         |       |
| Expenses:                        |       |                                                                                              |       |                                         |       |
| Consulting Fees                  |       | $                                                                                                 | 407,444    |                                         | $          | 134,601 |   |
|                             |       |                                                                                              |       |                                         |       |
| Rent and Other Occupancy Expense |       | 27,863                                                                                            |       | 19,951                                       |       |
| Legal and Professional           |       | 559,108                                                                                           |       | 214,295                                      |       |
|                             |       |                                                                                              |       |                                         |       |
| Application Fee                  |       | 25,000                                                                                            |       | —                                       |       |
|                             |       |                                                                                              |       |                                         |       |
| Other Expenses                   |       | 50,006                                                                                            |       | 21,923                                       |       |
|                             |       |                                                                                              |       |                                         |       |
| Total Expenses                   |       | 1,069,420                                                                                         |       | 390,771                                      |       |
|                             |       |                                                                                              |       |                                         |       |
| NET LOSS                         |       | $                                                                                                 | (1,069,420 | )                                            | $          | (390,771 | ) |

 

Seeaccompanying condensed notes to financial statements.

 

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**PACIFIC COAST NATIONAL BANCORP**

**STATEMENTSOF CASH FLOWS**

 
| ** **                                                                   | ** ** | **Period From  July 2, 3003  (Inception) to  September 30, 2004** | ** ** | **Three Months  Ended  September 30, 2004** | ** ** |
|------------------------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|---------------------------------------------|------------|
| ** **                                                                   | ** ** | **(Unaudited)**                                                   | ** ** | **(Unaudited)**                             | ** ** |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                        |       |                                                              |       |                                        |       |
| Net loss                                                                     |       | $                                                                 | (1,069,420 | )                                           | $          | (390,771 | ) |
| Adjustments to reconcile net loss to net  cash used in operating activities: |       |                                                              |       |                                        |       |
| Increase in Rent Deposits and Prepaid  Expenses                              |       | (83,988                                                           | )          | (49,287                                     | )          |
| Increase in Accounts Payable and Accrued  Expenses                           |       | 139,655                                                           |       | 28,620                                      |       |
| Net cash used in operating activities                                        |       | (1,013,753                                                        | )          | (11,438                                     | )          |
|                                                                         |       |                                                              |       |                                        |       |
| CASH FLOWS FROM INVESTING ACTIVITIES,                                        |       |                                                              |       |                                        |       |
| Purchase of Property and Equipment                                           |       | (24,380                                                           | )          | (10,725                                     | )          |
|                                                                         |       |                                                              |       |                                        |       |
| CASH FLOWS FROM FINANCING ACTIVITIES:                                        |       |                                                              |       |                                        |       |
| Proceeds from Notes Payable                                                  |       | 375,000                                                           |       | 375,000                                     |       |
| Advances from Organizers                                                     |       | 735,000                                                           |       | 20,000                                      |       |
| Repayments of Advances from Organizers                                       |       |                                                              |       | (30,000                                     | )     |
|                                                                         |       | 1,110,000                                                         |       | 365,000                                     |       |
|                                                                         |       |                                                              |       |                                        |       |
| Net change in cash and cash equivalents                                      |       | 71,867                                                            |       | (57,162                                     | )          |
| Cash and cash equivalents, beginning of  period                              |       | —                                                            |       | 129,030                                     |       |
|                                                                         |       |                                                              |       |                                        |       |
| Cash and cash equivalents, end of period                                     |       | $                                                                 | 71,867     |                                        | $          | 71,867 |   |

 

Seeaccompanying condensed notes to financial statements

 

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**PACIFIC COAST NATIONAL BANCORP**

**CONDENSED NOTES TO FINANCIAL STATEMENTS**

 

**1.****                         ****BASIS OF PRESENTATION**

 

The accompanying unaudited financial statementscontain all adjustments (consisting only of normal recurring adjustments)which, in the opinion of management, are necessary to present fairly thefinancial position of Pacific Coast National Bancorp (the Company) as ofSeptember 30, 2004, and the results of its operations for the three monthsended September 30, 2004, and for the period from July 2, 2003 (inception) toSeptember 30, 2004 and its cash flows for the three months ended September 30,2004, and for the period from July 2, 2003 (inception) to September 30, 2004.Certain information and footnote disclosures normally included in financialstatements have been condensed or omitted pursuant to rules and regulations ofthe U.S. Securities and Exchange Commission (the “Commission”). The Companybelieves that the disclosures in the financial statements are adequate to makethe information presented not misleading. However, the financial statementsincluded herein should be read in conjunction with the financial statements andnotes thereto included in the Company’s Registration Statement on Form SB-2 forthe period ended June 30, 2004 filed with the Commission on November 22, 2004.

 

**2.****                          RELATEDPARTY TRANSACTIONS**

 

The Company has entered into business transactions with a director andan organizer. A director, who is actively engaged in the business of realestate investment and consulting, has served as the Company’s leasing agent inconnection with the lease on the proposed San Clemente location. The directoris expected to receive a commission from the lessor in the approximated amountof $55,949. The Company has entered into a month-to-month lease agreement withan organizer for temporary offices during the organizational period. The leasearrangement provides for payments of $1,750 per month starting April 1, 2004,increasing to $3,000 per month starting September 1, 2004. The total paymentssince inception and for the three months ending September 30, 2004 are $11,750and $6,500 respectively.

 

**3.****                          NOTEPAYABLE**

 

The company has a $1,700,000 line of credit from the IndependentBankersBank (“TIB”).  The $1,700,000 lineof credit is composed of two separate credit facilities.  The first is a $1,400,000 unsecured line ofcredit that is being guaranteed by our organizers on a pro rata basis.  The line of credit bears interest at a primerate as set forth in the Wall Street Journal (5.25% as of December 20th, 2004),plus 50 basis points.  Interest is due atmaturity, which is April 30, 2005.  Thesecond facility is a $300,000 standby letter of credit issued by TIB.  The Independent BankersBank for the purposeof enabling Pacific Coast National Bancorp to secure real estate associatedwith its banking operations.  Thisstandby letter of credit bears interest at prime rate as set forth in the WallStreet Journal (5.25% as of December 20th, 2004), plus 50 basis points.  Interest is due at maturity, which is July31, 2005.  The standby letter of creditis also guaranteed by each of our organizers on a pro rata basis.

 

**ITEM 2.****                                                     MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL****CONDITIONAND RESULTS OF OPERATIONS.**

 

Pacific Coast National Bancorp is a California corporation that wasincorporated on July 2, 2003 to organize and serve as the holding company forPacific Coast National Bank, a national bank in organization. Pacific CoastNational Bank will be a full-service commercial bank headquartered in SanClemente, California, with a full-service banking office in Encinitas,California. The Bank will initially serve San Clemente, Encinitas and itsneighboring communities with a broad range of commercial and consumer bankingservices to small and medium-sized businesses, professionals and individualswho it believes will be particularly responsive to the style of service whichthe Bank intends to provide. It is assumed that local ownership and controlwill allow Pacific Coast National Bank to serve customers more efficiently and effectivelyand will aid in the Bank’s growth and success. The Bank intends to compete onthe basis of providing a unique and personalized banking

 

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experience combined with a full range of services, customized andtailored to fit the needs of the client.

 

On June 2, 2004, an application was filed with the Office of theComptroller of the Currency (Comptroller) to organize a new national bank inSan Clemente, California and with the Federal Deposit Insurance Corporation(FDIC) for federal deposit insurance. Preliminary approval has been receivedfrom both regulatory agencies to organize a new national bank.

 

During the period between preliminary regulatory approval and thecommencement of banking operations, the holding company is engaged in raisingthe capital necessary to open the Bank. In addition, the holding company willbe engaged in such activities as the build-out of the banking offices, therecruitment and training of staff, preliminary marketing, and the installationof the computer system and operating system. Final approval is not expectedbefore the completion of the offering and a satisfactory pre-openingexamination.

 

The Company’s financial statements and related notes,which are included here, provide additional information relating to thefollowing discussion of its financial condition. In addition, the financialstatements included herein should be read in conjunction with the financialstatements and notes thereto included in the Company’s Registration Statementon Form SB-2 for the period ended June 30, 2004 filed with the Commission onNovember 22, 2004. The Company was incorporated to serve as a holding companyfor Pacific Coast National Bank. From the date of inception, the main activitieshave been:

 

**•**                  Seeking,interviewing and selecting our organizers, directors and officers;

**•**                  Preparingthe business plan;

**•**                  Applyingfor a national bank charter;

**•**                  Applyingfor FDIC deposit insurance;

**•**                  Preparingan applicati0n to become a bank holding company; and

**•**                  Raisingequity capital through a public offering.

 

From the date of incorporation, July 2, 2003 through September 30,2004, the Company’s operations have been funded, and will continue to fund,from advances made to the Company by the organizers and from draws under a lineof credit extended by TIB, The Independent Bankers Bank. These advances will berepaid from the proceeds of the offering unless the Company is unable to sellat least 1,700,000 shares of common stock, in which case the organizers willbear the risk of loss with respect to the direct cash advances and may bepursued by TIB with respect to any funds advanced under the per-opening line ofcredit.

 

Bankmark & Financial Marketing Services was engaged to assist theCompany during the organizational process, including providing guidance withrespect to the capitalization strategy, public relations, event planning,director/senior management training, proposed shareholder database managementand marketing consulting. Bankmark is also providing computer network systemsfor use during the organizational process as well as part-time support staff.The agreement with Bankmark will expire 150 calendar days from the date of thefinal prospectus unless the Company agrees to extend the agreement. Inconsideration for the consulting services provided under the Bankmarkagreement, the Company will pay Bankmark a total of $450,000. If the contractis extended, the

 

7

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Company will incur additional consulting fees of $35,000 per 30-dayextension. It is not expected that the agreement will be extended for a periodin excess of sixty days. Under the agreement, the Company is also responsiblefor certain expenses incurred in connection with the Bankmark agreement, suchas payment for the use of computer network systems and part-time support staff,printing costs, event costs and graphic program development. These expenses areexpected to run, in the aggregate, approximately $255,000.

 

Bankmark was also engaged to assist the Company in the preparation ofthe regulatory applications, including preparing an economic assessment of themarket area, working with the management team to develop a business plan andproforma financial information for the applications, meeting with theorganizers and proposed directors to discuss their respective roles andassisting them in completing their portions of the application, preparingmaterials for the pre-filing meetings with the regulatory agencies andpreparing the complete Interagency Charter and Federal Deposit InsuranceApplication that was filed with the regulatory agencies. Following the filingof the applications, Bankmark has assisted the Company in providing responsesto matters related to the applications raised by, and requests for additionalinformation made by, the regulatory agencies. Under the agreement withBankmark, a consulting fee of $85,000 will be paid for these services. Theservices provided in connection with the regulatory applications, and the fees associatedwith these services, are in addition to the consulting services described inthe preceding paragraph. Together with the consulting services provided inconnection with the marketing and capital acquisition campaign described above,the Company expects to pay Bankmark a total of $535,000.

 

**PLAN OF OPERATION**

 

The Company intends to open for business from two locations. The mainoffice will be located at 905 Calle Amanecer, Suite 100, San Clemente,California, 92673, occupying 7,285 square feet of the main lobby-accessedground floor of a 45,000 square foot, freestanding, three-story officebuilding. In addition, the Company will have the right of first refusal on theremaining 2,845 square feet on the ground floor. The Company will also haveoutside signage that is clearly visible from the east and north sides of thebuilding. The Company will also operate from a branch location to be located atthe intersection of North El Camino Real and Garden View in Encinitas,California, which is approximately 37 miles south of the main office. Thebranch office will occupy 4,284 square feet in a commercial building in adeveloped commercial center. Lease agreements have been entered into withrespect to each of the proposed banking locations. At this time, the Companydoes not intend to own any of the properties from which banking operations willbe conducted. The Company expects to use approximately $650,000 of the proceedsof the offering to purchase furniture, fixtures and equipment and makeleasehold improvements at the two locations. Management believes that thesefacilities will be adequate to meet the Company’s initial needs. The Companyexpects to hire up to 18 full-time equivalent employees to staff the bankingoffices and do not expect that Pacific Coast National Bancorp will have anyemployees who are not also employees of Pacific Coast National Bank.

 

Pacific Coast National Bank will use the remainder of its capital forcustomer loans, investments and other general banking purposes. Managementbelieves that the minimum

 

8

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initial offering proceeds will enable Pacific Coast National Bank tomaintain a leverage capital ratio, which is a measure of core capital toaverage total assets, in excess of 8% for the first three years of operationsas required by the FDIC. Accordingly, there is no anticipation of raisingadditional capital during the 12-month period following the offering. However,no assurance can be given that the Company will not need to raise additionalcapital within the next three years or over the next 12-month period.

 

The products and services that Pacific Coast National Bank willinitially offer its customers have not yet been fully developed. Managementanticipates engaging in additional product research and development during the12-month period following the offering.

 

**RESULTS OF OPERATIONS**

 

**Three months ended September 30, 2004**

 

Expenses for the three months ended September 30, 2004 were $391,000.

 

Legal and professional fees amounted to $214,000. Of this amount,$125,000 was paid to Bankmark in conjunction with the capital raising, $36,000was paid in marketing expenses, $27,000 was paid in printing costs, $7,000 waspaid in legal fees, with the remainder paid for accounting services, systemsdesign, and expenses related to the stock sale.

 

Consulting fees in the amount of $135,000 were paid as part ofconsulting agreements with Michael Hahn, Colin Forkner, Terry Stalk, and GRCAC,LLC, each of whom is actively involved in directing the organizational andpre-opening activities of the Bank. Messrs. Hahn, Forkner, and Stalk are eachorganizers or executive officers of Pacific Coast National Bancorp and theBank, and GRCAC, LLC, is owned and operated by Richard Grinyer, who is anorganizer of Pacific Coast National Bancorp and the Bank. The amounts paid toMessrs. Hahn, Forkner, and Stalk was $24,000, $24,000, and $13,000respectively. GRCAC, LLC received payment of $21,000.  In addition, the consulting agreementsprovided for deferred compensation of $12,000, $15,000, and $7,000 respectivelyfor Messrs. Hahn, Forkner, and Stalk, and $12,000 for GRCAC, LLC.

 

Occupancy expense amounted to $20,000. Rent expense began on September1, 2004, for the Encinitas office in the amount of $11,600.  $6,500 was paid in rent for theorganizational office. Utility expense and telephone expense accounted for theremaining expenses.

 

Other expense of $20,000 was made up of $8,500 in loan fees for theline of credit at TIB; $3,000 in office supplies and postage; $6,000 in accruedexpenses related to software costs and installation; and $2,500 related to asite study.

 

**LIQUIDITY AND CAPITAL RESOURCES**

 

The Company is offering for sale a minimum of 1,700,000 shares and amaximum of 1,900,000 shares of common stock at a price of $10.00 per share, foran aggregate minimum price of $17,000,000 and an aggregate maximum price of$19,000,000. To participate in the offering, you must subscribe to purchase atleast 250 shares. You may

 

9

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subscribe for and purchase a maximum of 25,000 shares in the offering.In the Company’s sole discretion, the minimum or maximum subscriptions amountsmay be waived, in writing.

 

During the organizational stage, the primary sources of liquidity to meetcurrent obligations have been direct cash advances from the organizers anddraws under a line of credit extended to the Company by TIB, which isguaranteed by the organizers. In addition, specific vendors have agreed todelay payment of certain invoices pending the opening of the Bank. As ofSeptember 30, 2004, the Company had borrowing capacity of approximately$1,025,000 remaining under the pre-opening line of credit. Management believesthat the liquidity sources are adequate to meet the obligations that have beenincurred, or are expected to be incurred, prior to the time that the Bank opensfor business.

 

Other than the offering, management knows of no trends, demands,commitments, events or uncertainties that should result in or are reasonablylikely to result in the Company’s liquidity increasing or decreasing in anymaterial way in the foreseeable future.

 

Cash used in operating activities during the three months endedSeptember 30, 2004, was $57,200. Operating activities consisted primarily of professional,legal, and consulting fees in raising capital, hiring staff, and selectingsystems for the Bank. In addition, one organizer withdrew their at-risk fundsin the amount of $30,000.

 

Cash provided by advances from the organizers was $20,000 and advanceson the line of credit amounted to $375,000.

 

**FORWARD LOOKING STATEMENTS**

 

Except for the historical information contained herein, the discussionand information presented in this report contain forward-looking statementsthat involve risks and uncertainties. The Company’s actual results could differ materially from thosepresented in the forward-looking statements. Factors that could cause or contribute to such differences include, butare not limited to, those discussed in this section and those discussed in theRegistration Statement on form SB-2 dated November 22, 2004.

 

Although the Company believes that the expectations reflected in theforward-looking statements are reasonable, the Company cannot guarantee futureresults, levels of performance or achievements. Moreover, neither the Company nor any other person assumesresponsibility for the accuracy and completeness of the forward-lookingstatements.  The Company is under noobligation to update any of the forward-looking statements after the filing ofthis report to conform such statements to actual results or changes inexpectations.

 

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## **ITEM 3.**     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUTMARKET RISK.

 

The Company has noderivative financial instruments and no exposure to foreign currency exchangerates or interest rate risk.

 

## **ITEM 4.**     CONTROLS AND PROCEDURES.

 

Management isresponsible for maintaining effective disclosure controls and procedures.  As of theend of the period covered by this report, we evaluated the effectiveness andoperation of our disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)). Based on that evaluation, our Chief ExecutiveOfficer and Chief Financial Officer have concluded that our disclosure controlsand procedures are effective and provide for timely collection and evaluationof information that may need to be disclosed to investors. There have been nosignificant changes in internal controls or other factors that could significantlyaffect internal controls subsequent to the date of our evaluation.  Accordingly, no corrective actions withregard to significant deficiencies and material weaknesses were required orundertaken.

 

### **Part II-OtherInformation**

 

**ITEM 6.****                             EXHIBITSAND REPORTS ON FORM 8-K.**

 

(a)                      Exhibits:
| 31.1   |   | Certification of Chief Executive Officer Pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                     |
| 31.2   |   | Certification of Chief Financial Officer Pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002.                     |
|   |   |                                                                                                                     |
| 32.1   |   | Certification Pursuant to 18 U.S.C. Section 1350, As  Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

(b)       Reports on Form 8-K:

None.

 

Pursuant to therequirements of the Exchange Act, the registrant has duly caused this report tobe signed on its behalf by the undersigned thereunto duly authorized.

 
|              |   | Pacific  Coast National Bancorp         |
|-------------------|--------|-----------------------------------------|
|              |   |                                    |
| December 27, 2004 | By     | /s/ Colin  Forkner                      |   |
|              |   | Colin Forkner, Chief Executive Officer  |
|              |   |                                    |
| December 27, 2004 | By     | /s/ Terry A.  Stalk                     |   |
|              |   | Terry A. Stalk, Chief Financial Officer |
|              |   | (Chief Accounting Officer)              |

 

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