**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10 - QSB/A**




**QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(D)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**




**For
      the quarterly period ended June 30, 2006**




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
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)


905
                Calle Amanecer, Suite 100, San Clemente, California
                92673(Address
                of principal executive offices, including zip code)(949)
                361- 4300(Registrant’s
                telephone number, including area
                code)






Indicate
      by check mark whether the registrant: (i) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (ii) has been subject to such filing requirements
      for
      the past 90 days.


Yes
x
      No o




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




Yes
o
      No x




The
      number of shares outstanding of the issuer’s Common Stock as of August 8, 2006,
      was 2,281,300 shares.









**PACIFIC
      COAST NATIONAL BANCORP**




INDEX




PART
                  I - FINANCIAL INFORMATIONPAGEItem
                  1 - Financial StatementsConsolidated
                  Balance Sheet at June 30, 2006 (unaudited) and December 31, 2005
              4Consolidated
                  Statements of Operations for the three months and six months ended
                  June 30
                  2006 and 2005 (unaudited)
              5Consolidated
                  Statement of Cash Flows for the six months ended June 30 2006 and
                  2005
                  (unaudited)
              6Condensed
                  Notes to Unaudited Consolidated Financial Statements
              7Item
                  2 - Management’s Discussion and Analysis of Financial Condition and
                  Results of Operations
              8Item
                  3 - Controls and Procedures
              22PART
                  II - OTHER INFORMATIONItem
                  1 - Legal Proceedings
              23Item
                  2 - Changes in Securities and Use of Proceeds
              23Item
                  3 - Defaults upon Senior Securities
              23Item
                  4 - Submission of Matters to a Vote of Security Holders
              23Item
                  5 - Other Information
              23Item
                  6 - Exhibits and Reports on Form 8-K
              23Signatures
              26


i




**Introductory
      Note**




The
      Audit
      Committee of our Board of Directors recently completed an investigation focused
      on the manner in which the Company accounted
      for share-based payment awards pursuant to Statement of Financial Accounting
      Standards No. 123R, *“Share-Based
      Payments.”* Upon
      completion of the investigation, the Company concluded that it was necessary
      to
      restate certain financial data for the three and six month periods ended June
      30, 2006 in order to correct
      a
      calculation error in the amount of stock-based compensation expense attributable
      to stock option awards to employees that vested during the second quarter ended
      June 30, 2006. The error did not affect the financial statements for any prior
      periods.




The
      Company today is filing an amended Form 10-QSB to restate its financial results
      with respect to the quarterly period ended June 30, 2006. Generally, no attempt
      has been made in this Form 10-QSB/A to modify or update other disclosures
      presented in the original report on Form 10-QSB except as required to reflect
      the effects of the restatement. This Form 10-QSB/A generally does not reflect
      events occurring after the filing of the original Form 10-QSB or modify or
      update those disclosures affected by subsequent events. Information not affected
      by the restatement is unchanged and reflects the disclosures made at the time
      of
      the original filing of the Form 10-QSB. Accordingly, this Form 10-QSB/A should
      be read in conjunction with our filings made with the Securities and Exchange
      Commission subsequent to the filing of the original Form 10-QSB, including
      any
      amendments to those filings. The following items have been amended as a result
      of the restatement:




·
            Part
                I, Item 1 Financial Information, has been revised to reflect the
                restatement;




·
            Part
                I, Item 2, Management's Discussion and Analysis of Financial Condition
                and
                Results of Operations, has been revised to reflect the restatement;
                and




·
            Part
                I, Item 3, Controls and Procedures, has been revised to reflect the
                restatement.




Our
      Chief
      Executive Officer and Chief Financial Officer have also reissued their
      certifications required by Section 302 and 906 of the Sarbanes-Oxley
      Act.




As
      a
      result of the restatement, the Company's net loss has increased, by $683,455,
      or
      $0.30 per share, for the three months ended June 30, 2006 and for the six months
      ended June 30, 2006. None of the adjustments resulting from the restatement
      has
      any impact on cash balances for any period. However, the Company's unaudited
      consolidated statement of cash flows has been restated to reflect the restated
      net loss and adjustments. There were no other changes to the cash flows
      statement. The Company's unaudited consolidated balance sheet has been restated
      to reflect the restated new loss and the corresponding adjustment to the
      Company's additional paid-in capital account.




3




**PART
      I -** **FINANCIAL
      INFORMATION**




**ITEM
      1.** **Financial
      Statements**




**PACIFIC
      COAST NATIONAL BANCORP**


**CONSOLDIATED
      BALANCE SHEETS**





**ASSETS**




June
                  30, 2006
              
              December
                  31(unaudited)
              
              2005Cash
                  and due from banks
              
              $
              1,391,832
              
              $
              1,699,481Federal
                  funds sold
              
              
              12,085,000
              
              
              6,580,000**TOTAL
                  CASH AND CASH EQUIVALENTS**
              
              
              13,476,832
              
              
              8,279,481Time
                  deposits in other financial institutions
              
              
              -
              
              
              2,750,000Securities
                  held to maturity
              
              
              7,997,858
              
              
              7,997,943Loans,
                  net
              
              
              19,417,277
              
              
              10,230,122Premises
                  and equipment, net
              
              
              1,180,584
              
              
              1,154,066Federal
                  Reserve Bank stock, at cost
              
              
              513,600
              
              
              553,700Accrued
                  interest and other assets
              
              
              241,181
              
              
              244,853$
              42,827,332
              
              $
              31,210,165




**LIABILITIES
      AND SHAREHOLDERS’ EQUITY**


DepositsNoninterest-bearing
                  demand
              
              $
              7,611,691
              
              $
              4,266,093Interest-bearing
                  demand and NOW accounts
              
              
              2,474,886
              
              
              788,633Money
                  market
              
              
              7,513,824
              
              
              3,332,615Savings
              
              
              112,999
              
              
              86,283Time
                  certificates of deposit of $100,000 or more
              
              
              5,244,740
              
              
              2,412,465Other
                  time certificates of deposit
              
              
              2,258,382
              
              
              1,467,341**TOTAL
                  DEPOSITS**
              
              
              25,216,522
              
              
              12,353,430Accrued
                  interest and other liabilities
              
              
              229,162
              
              
              146,509**TOTAL
                  LIABILITIES**
              
              
              25,445,684
              
              
              12,499,939Shareholders'
                  equityCommon
                    stock - $0.01 par value; 10,000,000 shares authorized; issued
                    and outstanding: 2,281,300 shares at June 30, 2006
                    and 2,280,000 shares at December 31,
                    2005
              
              
              22,813
              
              
              22,800Additional
                  paid-in capital
              
              
              24,221,857
              
              
              23,271,720Accumulated
                  deficit
              
              
              (
                  6,863,022
              )
              
              (
                  4,584,294
              )**TOTAL
                  SHAREHOLDERS' EQUITY**
              
              
              17,381,648
              
              
              18,710,226$
              42,827,332
              
              $
              31,210,165




See
      accompanying condensed notes to unaudited consolidated financial
      statements.




4




**PACIFIC
      COAST NATIONAL BANCORP**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS (UNAUDITED)**


Three
                  Months Ended June 30
              
              Six
                  Months Ended June 302006
              
              2005
              
              2006
              
              2005Interest
                  incomeInterest
                  and fees on loans
              
              $
              343,487
              
              $
              9,172
              
              $
              620,952
              
              $
              9,172Federal
                  funds sold
              
              
              109,336
              
              
              75,296
              
              
              171,620
              
              
              75,296Investment
                  securities
              
              
              86,930
              
              
              -
              
              
              171,916
              
              
              -Other
              
              
              9,984
              
              
              4,290
              
              
              39,992
              
              
              4,290549,737
              
              
              88,758
              
              
              1,004,480
              
              
              88,758Interest
                  expenseTime
                  certificates of $100,000 or more
              
              
              46,778
              
              
              1,014
              
              
              77,854
              
              
              1,014Other
                  deposits
              
              
              70,086
              
              
              1,416
              
              
              119,058
              
              
              1,416Other
              
              
              -
              
              
              -
              
              
              -
              
              
              -116,864
              
              
              2,430
              
              
              196,912
              
              
              2,430Net
                  interest income
              
              
              432,873
              
              
              86,328
              
              
              807,568
              
              
              86,328Provision
                  for loan losses
              
              
              104,230
              
              
              4,505
              
              
              153,802
              
              
              4,505Net
                    interest income after provision
                    for loan losses
              
              
              328,643
              
              
              81,823
              
              
              653,766
              
              
              81,823Noninterest
                  incomeService
                  charges and fees
              
              
              16,638
              
              
              222
              
              
              22,239
              
              
              222Other
                  income
              
              
              4,818
              
              
              -
              
              
              87,318
              
              
              -21,456
              
              
              222
              
              
              109,557
              
              
              222Noninterest
                  expenseSalaries
                  and employee benefits
              
              
              1,437,432
              
              
              165,500
              
              
              2,005,183
              
              
              165,500Occupancy
              
              
              193,112
              
              
              48,511
              
              
              372,678
              
              
              48,511Professional
                  services
              
              
              46,662
              
              
              13,129
              
              
              103,820
              
              
              13,129Data
                  processing
              
              
              112,708
              
              
              50,340
              
              
              212,307
              
              
              50,340Office
                  expenses
              
              
              94,331
              
              
              41,275
              
              
              185,209
              
              
              41,275Marketing
              
              
              67,811
              
              
              29,604
              
              
              104,557
              
              
              29,604Other
              
              
              43,263
              
              
              2,710
              
              
              56,696
              
              
              2,710Pre-Opening
                  Expenses
              
              
              -
              
              
              781,285
              
              
              -
              
              
              1,216,9501,995,319
              
              
              1,132,354
              
              
              3,040,450
              
              
              1,568,019Loss
                  before income taxes
              
              
              (
                  1,645,220
              )
              
              (
                  1,050,309
              )
              
              (
                  2,277,127
              )
              
              (
                  1,485,974
              )Provision
                  for income taxes
              
              
              1,600
              
              
              -
              
              
              1,600
              
              
              -Net
                  loss
              
              $
              (
                  1,646,820
              )
              $
              (
                  1,050,309
              )
              $
              (
                  2,278,727
              )
              $
              (
                  1,485,974
              )Per
                  share data:Weighted-average
                  shares outstanding
              
              
              2,281,300
              
              
              2,280,000
              
              
              2,280,776
              
              
              2,280,000Net
                  loss, basic
              
              $
              (
                  0.72
              )
              $
              (
                  0.46
              )
              $
              (
                  1.00
              )
              $
              (
                  0.65
              )





See
      accompanying condensed notes to unaudited consolidated financial
      statements.




5





**PACIFIC
      COAST NATIONAL BANCORP**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS (UNAUDITED)**


Six
                  Months Ended
                June
                  30, 2006
              
              Six
                  Months Ended
                June
                  30, 2005Cash
                  flows from operating activities:Net
                  loss
              
              $
              (
                  2,278,727
              )
              $
              (
                  1,485,974
              )Adjustments
                    to reconcile net loss to net cash used
                    by operating activities:Depreciation
                  and amortization
              
              
              184,839
              
              
              -Provision
                  for loan losses
              
              
              153,802
              
              
              4,505Provision
                  for off balance sheet contingencies
              
              
              5,205
              
              
              -Amortization
                  (accretion) of investment securities
              
              
              85
              
              
              -Gain
                  on Sale of Loans
              
              
              (
                  87,318
              )
              
              -Stock-based
                  compensation
              
              
              933,900Noncash
                  expense for organizer warrants
              
              
              -
              
              
              494,520Other
                  items, net
              
              
              81,120
              
              
              (
                  280,737
              )Net
                  cash used by operating activities
              
              
              (
                  1,007,094
              )
              
              (
                  1,267,686
              )Cash
                  flows from investing activities:Maturity
                  of time deposits in other financial institutions
              
              
              2,750,000
              
              
              -Purchase
                  or redemption of FRB stock
              
              
              40,100
              
              
              (
                  585,000
              )Proceeds
                  from Sale of Loans
              
              
              1,558,650
              
              
              -Loan
                  Originations
              
              
              (
                  10,812,289
              )
              
              (
                  775,512
              )Purchases
                  of bank premises and equipment
              
              
              (
                  211,357
              )
              
              (
                  1,035,099
              )Net
                  cash used in investing activities
              
              
              (
                  6,674,896
              )
              
              (
                  2,395,611
              )Cash
                  flows from financing activities:Net
                  increase in demand deposits and savings accounts
              
              
              9,239,776
              
              
              871,407Net
                  increase in time deposits
              
              
              3,623,316
              
              
              787,351Net
                  change in borrowings
              
              
              -
              
              
              (
                  1,560,000
              )Proceeds
                  from sale of common stock
              
              
              16,250
              
              
              22,800,000Net
                  cash provided by financing activities
              
              
              12,879,342
              
              
              22,898,758Net
                  increase in cash and cash equivalents
              
              
              5,197,352
              
              
              19,235,461Cash
                  and cash equivalents at beginning of year
              
              
              8,279,481
              
              
              57,270Cash
                  and cash equivalents at end of year
              
              $
              13,476,833
              
              $
              19,292,731Supplemental
                  disclosure of cash flow information:Interest
                  paid
              
              $
              106,624
              
              $
              2,430Income
                  taxes paid
              
              $
              1,600
              
              $
              -




See
      accompanying condensed notes to unaudited consolidated financial
      statements




6




**PACIFIC
      COAST NATIONAL BANCORP**


**CONDENSED
      NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS** ****





**Note
      1 - Basis of Presentation**




The
      consolidated financial statements include the amounts of Pacific Coast National
      Bancorp (the “Company”) and its wholly-owned subsidiary, Pacific Coast National
      Bank (the “Bank”). All significant inter-company accounts have been eliminated
      on consolidation. The Bank opened for business on May 16, 2005. Prior to May
      16,
      2005, the Company was a “Development-Stage Company” as defined by Statement on
      Financial Standards 7. The cumulative loss from operations through the Company’s
      development period (July 2, 2003 to May 16, 2005) was $2.2 million.




The
      accounting principles followed by the Company and the methods of applying these
      principles conform with accounting principles generally accepted in the United
      States of America (GAAP) and with general practices within the banking industry.
      In preparing financial statements in conformity with GAAP, management is
      required to make estimates and assumptions that affect the reported amounts
      in
      the financial statements. Actual results could differ significantly from those
      estimates. Material estimates common to the banking industry that are
      particularly susceptible to significant change in the near term include, but
      are
      not limited to, the determination of the allowance for loan losses, the
      valuation of real estate acquired in connection with or in lieu of foreclosure
      on loans, and valuation allowances associated with deferred tax assets, the
      recognition of which are based on future taxable income.




The
      consolidated interim financial statements included in this report are unaudited
      but reflect all adjustments which, in the opinion of management, are necessary
      for a fair presentation of the financial position and results of operations
      for
      the interim periods presented. All such adjustments are of a normal recurring
      nature. The results of operations for the period ended June 30, 2006, are not
      necessarily indicative of the results of a full year’s operations. For further
      information, refer to the financial statements and footnotes included in the
      Company’s annual report on Form 10-KSB for the year ended December 31,
      2005.




**Note
      2 - Loss Per Share**




Loss
      per
      common share is based on the weighted average number of common shares
      outstanding during the period. The effects of potential common shares
      outstanding during the period would be included in diluted loss per share;
      however, the effect of potential shares would be antidilutive during all periods
      presented.




**Note
      3 - Stock-Based Compensation**




The
      Company accounts for stock options and warrants issued to non-employees in
      accordance with Emerging Issues Task Force (“EITF”) Issue No. 96-18, “Accounting
      for Equity Instruments That Are Issued to Other Than Employees for Acquiring
      or
      in Conjunction with Selling, Goods and Services.”




The
      Company accounts for stock-based employee compensation as prescribed by SFAS
      No.
      123 (Revised), *Share-Based
      Payment* .
      This
      standard revises SFAS No. 123, APB Opinion No. 25 and related accounting
      interpretations, and eliminates the use of the intrinsic value method for
      employee stock-based compensation. SFAS No. 123 (R) requires compensation costs
      related to share-based payment transactions to be recognized in the financial
      statements over the period that an employee provides service in exchange for
      the
      award. Prior to January 1, 2006, the Company used the intrinsic value method
      of
      APB Opinion No. 25 to value share-based options granted to employees and board
      members. The new standard requires the expensing of all share-based
      compensation, including options, using the fair value-based method. The
      effective date of this standard for the Company was January 1, 2006.




During
      2005 and 2006, the Company granted options to employees from its 2005 Stock
      Incentive Plan that received shareholder approval on April 17, 2006. The Company
      began to record compensation expense in accordance with SFAS 123 (Revised)
      in
      the second quarter of 2006. The Company is unable to estimate the impact of
      this
      Statement on its financial condition and results of operations as the decision
      to grant option awards is made annually on a case-by-case basis. The actual
      amount of expense will be based on the fair value of the Company’s stock when
      the Plan was approved and will be increased for any additional grants that
      are
      made in the future. However, based on the current fair value of the Company’s
      stock, a risk-free rate between 3.95% and 5.05%, expected volatility of 25%,
      and
      an expected life of between 6.5 and 8.5 years, the amount of compensation
      expense in 2006 related to options granted to date is estimated to be
      approximately $1.5 million for 2006, $750 thousand for 2007, and $200 thousand
      for 2008.




7




**Note
      4 - Current Accounting Pronouncements**





As
      discussed in the preceding note, SFAS No.123 (R) became effective January 1,
      2006 and has been fully implemented by the Company.





In
      March
      2006, the FASB issued SFAS No. 156, *“Accounting
      for Servicing of Financial Assets, an amendment of FASB Statement No. 140.”* The
      statement amends SFAS No. 140 by  (1) requiring the separate accounting for
      servicing assets and servicing liabilities, which arise from the sale of
      financial assets; (2) requiring all separately recognized serving assets and
      servicing liabilities to be initially measured at fair value, if practicable;
      and (3) permitting an entity to choose between an amortization method or a
      fair
      value method for subsequent measurement for each class of separately recognized
      servicing assets and servicing liabilities.  The Company must adopt the
      statement no later than January 1, 2007.  Management does not expect that
      the adoption of this new standard will have a material impact on the Company’s
      financial position, results of operations or cash flows.





In
      June
      2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), *“Accounting
      for Uncertainty in Income Taxes* .” 
      This interpretation applies to all tax positions accounted for in accordance
      with SFAS No. 109, *“Accounting
      for Income Taxes.”* FIN
      48 clarifies the application of SFAS No. 109 by defining the criteria that
      an
      individual tax position must meet in order for the position to be recognized
      within the financial statements and provides guidance on measurement,
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosure and transition for tax positions.  The Company must
      adopt the interpretation by January 1, 2007.  Management does not expect
      that the adoption of this new interpretation will have a material impact on
      the
      Company’s financial position, results of operations or cash flows.




**ITEM
      2.** **Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations**




**MANAGEMENT’S
      DISCUSSION AND ANALYSIS**


**OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS**




The
      following discussion and analysis presents the Company’s consolidated financial
      condition as of June 30, 2006 and results of operations for the three and six
      months ended June 30, 2006 and 2005. The discussion should be read in
      conjunction with the financial statements and the notes related thereto which
      appear elsewhere in this Quarterly Report on Form 10-QSB.




This
      report contains certain statements that are forward-looking within the meaning
      of section 21E of the Securities Exchange Act of 1934, as amended. These
      statements are not guarantees of future performance and involve certain risks,
      uncertainties and assumptions that are difficult to predict. Actual outcomes
      and
      results may differ materially from those expressed in, or implied by, the
      forward-looking statements. These
      statements are often, but not always, made through the use of words or phrases
      such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will
      likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,”
“intend,” “plan,” “projection,” “would” and “outlook,” and other similar
      expressions or future or conditional verbs. Readers of this annual report should
      not rely solely on the forward-looking statements and should consider all
      uncertainties and risks throughout this report. The statements are
      representative only as of the date they are made, and the Company undertakes
      no
      obligation to update any forward-looking statement.




These
      forward-looking statements, implicitly and explicitly, include the assumptions
      underlying the statements and other information with respect to the Company’s
      beliefs, plans, objectives, goals, expectations, anticipations, estimates,
      financial condition, results of operations, future performance and business,
      including management’s expectations and estimates with respect to revenues,
      expenses, return on equity, return on assets, efficiency ratio, asset quality
      and other financial data and capital and performance ratios.




Although
      the Company believes that the expectations reflected in the forward-looking
      statements are reasonable, these statements involve risks and uncertainties
      that
      are subject to change based on various important factors, some of which are
      beyond the control of the Company and the Board. The following factors, among
      others, could cause the Company’s results or financial performance to differ
      materially from its goals, plans, objectives, intentions, expectations and
      other
      forward-looking statements:




·
            the
                loss of senior management or operating personnel and the potential
                inability to hire qualified personnel at reasonable compensation
                levels;




8




·
            the
                failure of assumptions underlying the establishment of and provisions
                made
                to the allowance for credit losses;




·
            changes
                in various monetary and fiscal policies and regulations, including
                those
                determined by the Board of Governors of the Federal Reserve System
                (FRB),
                the Office of the Comptroller of the Currency (OCC) and the Federal
                Deposit Insurance Corporation
                (FDIC);




·
            changes
                in general economic conditions and economic conditions in the geographic
                regions and industries in which the Bank operates which may affect,
                among
                other things, the level of nonperforming assets, charge-offs and
                provision
                expense;




·
            adverse
                changes in the local real estate market, which is where most of the
                Bank’s
                loans are concentrated, the substantial majority of which have real
                estate
                as collateral;




·
            changes
                in the availability of funds resulting in increased costs or reduced
                liquidity;




·
            geopolitical
                conditions, including acts or threats of terrorism, actions taken
                by the
                United States or other governments in response to acts or threats
                of
                terrorism and/or military conflicts which could impact business and
                economics in the United States and
                abroad;




·
            changes
                in market rates and prices which may adversely impact the value of
                financial products including securities, loans, deposits, debt and
                derivative financial instruments and other similar financial
                instruments;




·
            changes
                in the interest rate environment, which may reduce interest margins
                and
                impact funding sources;




·
            increased
                asset levels and changes in the composition of assets and the resulting
                impact on the capital levels and regulatory capital ratios of the
                Company
                or the Bank;




·
            competition
                with other banks, thrifts, credit unions and other nonbank financial
                institutions and the willingness of users to substitute competitors’
                products and services for the products and services offered by the
                Bank;




·
            the
                ability to develop and introduce new banking-related products, services
                and enhancements and gain market acceptance of such
                products;




·
            the
                ability to grow the Bank’s core
                businesses;




·
            decisions
                to change or adopt new business
                strategies;




·
            changes
                in tax laws, rules and regulations as well as Internal Revenue Service
                (IRS) and other governmental agencies’ interpretations
                thereof;




·
            technological
                changes;




·
            changes
                in consumer spending and savings habits;
                and




·
            management’s
                ability to manage these and other
                risks.




These
      factors and the risk factors referred to in the Company’s Annual Report on Form
      10-KSB for the year ended December 31, 2005 could cause actual results or
      outcomes to differ materially from those expressed in any forward-looking
      statements made by the Company, and you should not place undue reliance on
      any
      such forward-looking statements. Any forward-looking statement speaks only
      as of
      the date on which it is made and the Company undertakes no obligation to update
      any forward-looking statement or statements to reflect events or circumstances
      after the date on which such statement is made or to reflect the occurrence
      of
      unanticipated events. New factors emerge from time to time, and it is not
      possible for us to predict which will arise. In addition, management cannot
      assess the impact of each factor on business of the Company or the Bank or
      the
      extent to which any factor, or combination of factors, may cause actual results
      to differ materially from those contained in any forward-looking
      statements.




9




**Critical
      Accounting Policies**





Our
      accounting policies are integral to understanding the results reported. In
      preparing its consolidated financial statements, the Company is required to
      make
      judgments and estimates that may have a significant impact upon its financial
      results. Certain accounting policies require the Company to make significant
      estimates and assumptions, which have a material impact on the carrying value
      of
      certain assets and liabilities, and are considered critical accounting policies.
      The estimates and assumptions used are based on the historical experiences
      and
      other factors, which are believed to be reasonable under the circumstances.
      Actual results could differ significantly from these estimates and assumptions,
      which could have a material impact on the carrying value of assets and
      liabilities at the balance sheet dates and results of operations for the
      reporting periods. For example, the Company’s determination of the adequacy of
      its allowance for loan losses is particularly susceptible to management’s
      judgment and estimates. The following is a brief description of the Company’s
      current accounting policies involving significant management valuation
      judgments.





*Allowance
      for Loan Losses*





The
      allowance for loan losses represents management’s best estimate of losses
      inherent in the existing loan portfolio. The allowance for loan losses is
      increased by the provision for loan losses charged to expense and reduced by
      loans charged off, net of recoveries. The allowance for loan losses is
      determined based on management’s assessment of several factors: reviews and
      evaluation of individual loans, changes in the nature and volume of the loan
      portfolio, current economic conditions and the related impact on specific
      borrowers and industry groups, historical loan loss experiences and the levels
      of classified and nonperforming loans.





Loans
      are
      considered impaired if, based on current information and events, it is probable
      that the Company will be unable to collect the scheduled payments of principal
      or interest when due according to the contractual terms of the loan agreement.
      The measurement of impaired loans is generally based on the present value of
      expected future cash flows discounted at the historical effective interest
      rate
      stipulated in the loan agreement, except that all collateral-dependent loans
      are
      measured for impairment based on the fair value of the collateral. In measuring
      the fair value of the collateral, management uses assumptions and methodologies
      consistent with those that would be utilized by unrelated third
      parties.





Changes
      in the financial condition of individual borrowers, in economic conditions,
      in
      historical loss experience and in the condition of the various markets in which
      collateral may be sold may all affect the required level of the allowance for
      loan losses and the associated provision for loan losses.





*Deferred
      Tax Assets*





Management
      estimates the need for a valuation allowance on deferred tax assets by comparing
      the total recorded to the amount available for carry back and the amount that
      will be utilized by estimated future earnings.




**Executive
      Overview**




***Introduction***




Pacific
      Coast National Bancorp is a bank holding company headquartered in San Clemente,
      California, offering a broad array of banking services through its wholly owned
      banking subsidiary, Pacific Coast National Bank. The Bank’s principal markets
      include the coastal regions of Southern Orange County and Northern San Diego
      County. As of June 30, 2006, the Company had, on a consolidated basis, total
      assets of $42.8 million, net loans of $19.4 million, total deposits of $25.2
      million, and shareholders’ equity of $17.4 million. The Bank currently operates
      through a main office located at 905 Calle Amanecer, San Clemente, California
      and a branch office at 499 North El Camino Real, Encinitas, California.




The
      Company was incorporated under the laws of the State of California on July
      2,
      2003, to organize and serve as the holding company for the Bank. In 2005, the
      Company completed an initial public offering of its common stock, issuing
      2,280,000 shares at a price of $10.00 per share. The net proceeds received
      from
      the offering were approximately $20.5 million. The Bank opened for business
      on
      May 16, 2005.




The
      following discussion focuses on the Company’s financial condition as of June 30,
      2006 and results of operations for the three and six months ended June 30,
      2006
      and 2005. The Company’s principal operations for this time period during 2006
      consisted primarily of the operations of Pacific Coast National Bank. The
      Company’s principal operations for this time period during 2005 included four
      and one half months of operations related to raising capital and organizing
      the
      Bank, and one and one half months of Bank operations. Comparisons made here
      will
      relate to bank operations and not the organizational phase of the
      Company.




10




**Results
      of Operations**




***Net
      Interest Income and Net Interest Margin***




Net
      interest income is the difference between interest income, principally from
      loan, lease and investment securities portfolios, and interest expense,
      principally on customer deposits and borrowings. Net interest income is our
      principal source of earnings. Changes in net interest income result from changes
      in volume, spread and margin. Volume refers to the average dollar level of
      interest-earning assets and interest-bearing liabilities. Spread refers to
      the
      difference between the average yield on interest-earning assets and the average
      cost of interest-bearing liabilities. Margin refers to net interest income
      divided by average interest-earning assets, and is influenced by the level
      and
      relative mix of interest-earning assets and interest-bearing
      liabilities.




Net
      interest income was $433 thousand for the three months ended June 30, 2006
      compared to $87 thousand for the same time period in 2005. The Company earned
      6.19% on its average interest-earning assets of $35.6 million for the second
      quarter of 2006 compared to 3.71% on $19.3 million in average earning assets
      for
      the second quarter of 2005. This growth in earning assets accounted for the
      increase in interest income from $89 thousand in 2005 to $550 thousand in 2006.
      During the second quarter of 2006, slightly less than 50% of the earning assets
      were loans, earning 8.09%, compared to the second quarter of 2005 when 5% of
      the
      average earning assets was loans, with a yield of 7.25%. This year over year
      migration from fed funds sold to loans accounted for the improvement in the
      earning asset yield.




Total
      loan income, including loan fees of $10 thousand, was $343 thousand for the
      second quarter of 2006 compared to $9 thousand in total loan income, and no
      loan
      fees, in the second quarter of 2005.




Interest-bearing
      liabilities, consisting entirely of deposits, averaged $14.3 million with an
      average yield of 3.28% during the second quarter of 2006, compared with $1.3
      million in interest-bearing deposits at a yield of 1.55% for the same period
      in
      2005. The cost of funds has increased to 3.28% for this time period in 2006
      from
      1.55% in 2005, and to $117 thousand from $2 thousand. The increase in yield
      on
      deposit products is the result of an increase in market rates and the Bank’s
      ability to deploy these funds in higher-yielding assets. Average non-interest
      bearing demand accounts increased as a percentage of average total deposits
      from
      20% in the second quarter of 2005 to 29% in the second quarter of
      2006.




11




The
      following table sets forth the Company’s average balances of assets, liabilities
      and shareholders’ equity, in addition to the major components of net interest
      income and the net interest margin for the quarters indicated.


**Three
                  Months Ended June 30,****2006**
              
              **2005**ASSETS:
              
              Average
                  Balance
              
              Income
                  /
                Expense
              
              Average
                  Rate
                or
                  Yield
              
              Average
                  Balance
              
              Income
                  /
                Expense
              
              Average
                  Rate
                or
                  Yield(Dollars
                  in Thousands)
              
              (Dollars
                  in Thousands)Interest-earning
                  assets:Net
                  loans and leases
              
              $
              17,021
              
              $
              344
              
              
              8.12
              %
              $
              1,026
              
              $
              9
              
              
              7.25
              %Securities
                  of U.S. government agencies
              
              
              8,194
              
              
              87
              
              
              4.26
              %
              
              -
              
              
              -Other
                  investment securities
              
              
              1,696
              
              
              10
              
              
              2.36
              %
              
              585
              
              
              4
              
              
              5.95
              %Federal
                  funds sold
              
              
              8,725
              
              
              109
              
              
              5.03
              %
              
              17,777
              
              
              76
              
              
              3.44
              %Total
                  interest-earning assets
              
              
              35,636
              
              
              550
              
              
              6.19
              %
              
              19,388
              
              
              89
              
              
              3.71
              %Total
                  noninterest-earning assets
              
              
              2,481
              
              
              
              
              
              
              
              
              2,486TOTAL
                  ASSETS
              
              $
              38,117
              
              
              
              
              
              
              
              $
              21,874LIABILITIES
                  AND STOCKHOLDERS’ EQUITY:Interest-bearing
                  liabilities:Money
                  market deposits
              
              $
              5,881
              
              $
              41
              
              
              2.79
              %
              $
              620
              
              $
              1
              
              
              1.08
              %NOW
                  deposits
              
              
              1,485
              
              
              5
              
              
              1.29
              %
              
              70
              
              
              -
              
              
              0.45
              %Savings
                  deposits
              
              
              108
              
              
              0
              
              
              1.14
              %
              
              13
              
              
              -
              
              
              0.68
              %Time
                  certificates of deposit in denominations of $100,000 or more
              
              
              4,460
              
              
              47
              
              
              4.21
              %
              
              403
              
              
              1
              
              
              2.04
              %Other
                  time deposits
              
              
              2,378
              
              
              24
              
              
              4.07
              %
              
              168
              
              
              -
              
              
              2.62
              %Total
                  interest-bearing liabilities
              
              
              14,312
              
              
              117
              
              
              3.28
              %
              
              1,274
              
              
              2
              
              
              1.55
              %Noninterest-bearing
                  liabilities:Noninterest-bearing
                  deposits
              
              
              5,863
              
              
              
              
              
              
              
              
              335Other
                  liabilities
              
              
              225
              
              
              
              
              
              
              
              
              -Total
                  noninterest-bearing liabilities
              
              
              6,088
              
              
              
              
              
              
              
              
              335**SHAREHOLDERS’
                  EQUITY**
              
              
              17,717
              
              
              
              
              
              
              
              
              20,265TOTAL
                  LIABILITIES AND SHAREHOLDERS’ EQUITY
              
              $
              38,117
              
              
              
              
              
              
              
              $
              21,874Net
                  interest income
              
              
              
              
              $
              433
              
              
              
              
              
              
              
              $
              87Net
                  interest spread
              
              
              
              
              
              
              
              
              2.91
              %
              
              
              
              
              
              
              
              2.17
              %Net
                  interest margin
              
              
              
              
              
              
              
              
              4.87
              %
              
              
              
              
              
              
              
              3.61
              %




12




The
      following table sets forth the Company’s average balances of assets, liabilities
      and shareholders’ equity, in addition to the major components of net interest
      income and the net interest margin for the six month periods indicated.


**Six
                  Months Ended June 30,****2006**
              
              **2005**ASSETS:
              
              Average
                  Balance
              
              Income
                  / Expense
              
              Average
                  Rate
                or
                  Yield
              
              Average
                  Balance
              
              Income
                  /
                Expense
              
              Average
                  Rate
                or
                  Yield(Dollars
                  in Thousands)
              
              (Dollars
                  in Thousands)Interest-earning
                  assets:Net
                  loans and leases
              
              $
              15,590
              
              $
              621
              
              
              8.03
              %
              $
              1,026
              
              $
              9
              
              
              7.25
              %Securities
                  of U.S. government agencies
              
              
              7,998
              
              
              172
              
              
              4.34
              %
              
              -
              
              
              -Other
                  investment securities
              
              
              2,310
              
              
              40
              
              
              3.47
              %
              
              585
              
              
              4
              
              
              5.95
              %Federal
                  funds sold
              
              
              7,222
              
              
              171
              
              
              4.77
              %
              
              17,777
              
              
              76
              
              
              3.44
              %Total
                  interest-earning assets
              
              
              33,120
              
              
              1,004
              
              
              6.11
              %
              
              19,388
              
              
              89
              
              
              3.71
              %Total
                  noninterest-earning assets
              
              
              2,510
              
              
              
              
              
              
              
              
              2,486TOTAL
                  ASSETS
              
              $
              35,630
              
              
              
              
              
              
              
              $
              21,874LIABILITIES
                  AND STOCKHOLDERS’ EQUITY:Interest-bearing
                  liabilities:Money
                  market deposits
              
              $
              5,121
              
              $
              70
              
              
              2.74
              %
              $
              620
              
              $
              1
              
              
              1.08
              %NOW
                  deposits
              
              
              1,268
              
              
              8
              
              
              1.29
              %
              
              70
              
              
              -
              
              
              0.45
              %Savings
                  deposits
              
              
              102
              
              
              1
              
              
              1.08
              %
              
              13
              
              
              -
              
              
              0.68
              %Time
                  certificates of deposit in denominations of $100,000 or more
              
              
              3,782
              
              
              78
              
              
              4.16
              %
              
              403
              
              
              1
              
              
              2.04
              %Other
                  time deposits
              
              
              2,048
              
              
              40
              
              
              3.95
              %
              
              168
              
              
              -
              
              
              2.62
              %Total
                  interest-bearing liabilities
              
              
              12,321
              
              
              197
              
              
              3.23
              %
              
              1,274
              
              
              2
              
              
              1.55
              %Noninterest-bearing
                  liabilities:Noninterest-bearing
                  deposits
              
              
              5,063
              
              
              
              
              
              
              
              
              335Other
                  liabilities
              
              
              200
              
              
              
              
              
              
              
              
              -Total
                  noninterest-bearing liabilities
              
              
              5,263
              
              
              
              
              
              
              
              
              335**SHAREHOLDERS’
                  EQUITY**
              
              
              18,046
              
              
              
              
              
              
              
              
              20,265TOTAL
                  LIABILITIES AND SHAREHOLDERS’ EQUITY
              
              $
              35,630
              
              
              
              
              
              
              
              $
              21,874Net
                  interest income
              
              
              
              
              $
              807
              
              
              
              
              
              
              
              $
              87Net
                  interest spread
              
              
              
              
              
              
              
              
              2.88
              %
              
              
              
              
              
              
              
              2.17
              %Net
                  interest margin
              
              
              
              
              
              
              
              
              4.91
              %
              
              
              
              
              
              
              
              3.61
              %




The
      average balances shown for 2005 were calculated using only the days that the
      Bank had been open for business. Therefore, the averages for three and six
      months ended June 30, 2005, are the same. Calculating the averages using the
      number of days in the quarter, while mathematically correct, would not produce
      a
      meaningful result.




Changes
      in volume and changes in interest rates affect the Company’s interest income and
      interest expense. The effect of these changes is typically displayed in a
      volume, mix and rate analysis table which compares the changes in income and
      expense over periods. Since the Company has a limited operating history,
      comparisons are not yet meaningful.




***Provision
      for Loan Losses***




A
      provision for loan losses is determined that is considered sufficient to
      maintain an allowance to absorb probable losses inherent in the loan portfolio
      as of the balance sheet date. For additional information concerning this
      determination, see the section of this discussion and analysis captioned *“Allowance
      for Loan Losses.”*




In
      the
      three and six months ended June 30, 2006, the provision for loan and lease
      losses was $50 thousand and $104 thousand respectively. Because the Bank has
      no
      loss history on which to build assumptions for future loan losses, a national
      bank peer group average was used. The increased provision for the second quarter
      of 2006 is the result of using the peer group average and is not the result
      of
      identified or suspected deterioration in the loan portfolio. There were no
      charge-offs or non-performing loans during the first half of 2006.




13




***Noninterest
      Income***




The
      non-interest income for the quarter ended June 30, 2006, was $21 thousand,
      including $5 thousand gain on sale of the guaranteed portion of SBA loans.
      For
      the six months ended June 30, 2006, noninterest income was $110 thousand
      including $87 thousand on gain on sale of SBA loans. Fees on deposit accounts
      and merchant discount income make up the remainder of the noninterest income.
      For the period ended June 30, 2005, $200 in fee income was collected in service
      charges.




***Noninterest
      Expense***




Total
      noninterest expense was $2.0 million in the second quarter of 2006, and $3.0
      million for the first half of 2006. For the same periods in 2005, noninterest
      expense was $1.1 million and $1.6 million respectively. Of that expense, $781
      thousand and $1.2 million are attributable to pre-opening costs for the three
      and six months ended June 30, 2005. Therefore comparisons of the two years’
noninterest expenses are not meaningful.




The
      major
      components of the 2006 expense are discussed below. As the Bank grows,
      management is committed to controlling costs and expects to moderate noninterest
      expenses relative to revenue growth.




Salaries
      and employee benefits totaled $1.4 million for the second quarter, and $2.0
      million for the first half of 2006. Included in this category for the second
      quarter of 2006 is $933 thousand representing a portion of the expense for
      the
      employee stock options granted from May 16, 2005, through June 30, 2006. SFAS
      No. 123 (R) requires compensation costs related to share-based payment
      transactions to be recognized in the financial statements over the period that
      an employee provides service in exchange for the award.




Employee
      benefit costs including employer taxes and group insurance accounted for
      approximately 3% and 10% of this expense in the same time periods. The decrease
      in the ratio for the three months ended June 30, 2006, is attributable to the
      increase in employee compensation expense due to the amortization of the fair
      value of the stock options. The Bank employed 29 full-time equivalent (FTE)
      employees as of June 30, 2006 compared to 15 FTE as of June 30, 2005. The volume
      of assets per employee as of the end of the second quarter of 2006 was
      $1,476,000 compared to $1,485,000 at the end of June 2005.




Occupancy
      and equipment expenses totaled $193 thousand and $373 thousand for the three
      and
      six month periods ended June 30, 2006, attributable primarily to lease costs
      of
      $80 thousand and $158 thousand, and depreciation expense of fixed asset and
      tenant improvement of $78 thousand and $154 thousand respectively.




Professional
      fees of $47 thousand for the second quarter of 2006 were primarily attributable
      to legal fees of $25 thousand and expenses related to the preparation of the
      10-KSB and the annual shareholders’ meeting of $14 thousand. For the first six
      months of 2006, professional fees totaled $104 thousand, consisting of $40
      thousand in legal fees, $30 thousand in accounting and audit fees, $12 thousand
      in compliance fees, and $20 thousand in expenses related to the preparation
      of
      the 10-KSB and the annual shareholders’ meeting.




Data
      processing expense was $113 thousand for the second quarter of 2006,
      attributable primarily to costs associated with the core processing system
      of
      $35 thousand, network maintenance and security of $28 thousand, software
      amortization of $15 thousand, and website maintenance of $15 thousand. For
      the
      first half of 2006, data processing expense was $212 thousand, attributable
      primarily to costs associated with the core processing system of $77 thousand,
      network maintenance and security of $48 thousand, software amortization of
      $31
      thousand, and website maintenance of $26 thousand. Most of these expenses are
      routine in nature and are expected to be fairly consistent. Network
      administration and security expense can fluctuate as new employees and new
      products are added.




Office
      expenses of $94 thousand for the second quarter of 2006 included auto and
      mileage expense of $17 thousand; office supplies of $16 thousand; fidelity
      bond
      and other insurance premiums of $12 thousand; workers compensation insurance
      premiums of $9 thousand; armored car and courier expense of $9 thousand; waived
      check printing charges of $8; director expenses primarily related to training
      costs of $9 thousand; regulatory assessments of $6 thousand; and $4 thousand
      in
      expenses related to the directors’ stock options per SFAS No. 123 (R). For the
      six months ended June 30, 2006, these same expenses were $185 thousand
      consisting of auto and mileage expense of $39 thousand; office supplies of
      $30
      thousand; fidelity bond and other insurance premiums of $22 thousand; workers
      compensation insurance premiums of $30 thousand; armored car and courier expense
      of $18 thousand; waived check printing charges of $12 thousand; and regulatory
      assessments of $12 thousand.




14




Promotional
      expenses were $68 thousand for the second quarter of 2006. This included
      expenses related to a major campaign for to the Bank’s SBA lending group, direct
      mail campaigns to local businesses, and sponsorship of key community events.
      For
      the six months ended June 30, 2006, promotional expenses were $105
      thousand.




Other
      expenses for the second quarter of 2006 of $43 thousand consisted primarily
      of
      expenses related to the preparation, review, and printing of the proxy and
      shareholders’ notification of the annual meeting of $26 thousand; director
      expenses primarily related to training costs of $10 thousand; $6 thousand in
      expenses related to the directors’ stock options; and the provision for
      contingent liabilities of $2 thousand. For the six months ended June 30, 2006,
      other expenses totaled $57 thousand which included $7 thousand for contingent
      liabilities, $7 thousand in loan-related costs, and $26 thousand related to
      the
      annual meeting notification.




***Income
      Taxes***




$2
      thousand in state taxes were paid during the second quarter of 2006. No federal
      tax expense or federal or state tax benefit has been recorded for the quarter
      ended June 30, 2006 based upon net operating losses. The Company will begin
      to
      recognize income tax benefit at the time it becomes profitable.




**Financial
      Condition as of June 30, 2006**




Total
      assets as of June 30, 2006, were $42.8 million, consisting primarily of cash
      and
      investments of $21.5 million and net loans of $19.4 million. Total deposits
      were
      $25.2 million and shareholder’s equity was $17.4 million.




***Short-Term
      Investments and Interest-bearing Deposits in Other Financial
      Institutions***




At
      June
      30, 2006, the Bank had $12.1 million in federal funds (“fed funds”) sold.
      Federal funds sold allow the Bank to meet liquidity requirements and provide
      temporary holdings until the funds can be otherwise deployed or invested. At
      December 31, 2005, the Bank had an interest-bearing deposit of $2 million with
      Union Bank of California pledged as collateral for a financial letter of credit
      issued on behalf of one of the Bank’s customers. This deposit had a term of 180
      days and a rate of 4%. This time deposit matured on May 22, 2006, and was moved
      into the Bank’s fed funds investment. Also at December 31, 2005, the holding
      company had a time deposit of $750 thousand at The Independent BankersBank.
      This
      deposit matured on January 25, 2006 and was not renewed.




***Investment
      Securities***




The
      investment portfolio serves primarily as a source of interest income and,
      secondarily, as a source of liquidity and a management tool for the Bank’s
      interest rate sensitivity. The investment portfolio is managed according to
      a
      written investment policy established by the Bank’s Board of Directors and
      implemented by the Investment/Asset-Liability Committee.




At
      June
      30, 2006, the Bank’s investment securities consisted of $8.0 million in U.S.
      government-sponsored agencies, with a book value of $8 million, an estimated
      fair value of $8.0 million and a weighted average yield of 4.4%, and $514
      thousand in Federal Reserve Bank Stock, having a book value of $514 thousand,
      an
      estimate fair value of $514 thousand, and a weighted average yield of 6.0%.
      At
      June 30, 2006, none of these investment securities were pledged as collateral
      for any purpose.




15




The
      table
      below sets forth the amounts and distribution of the investment securities
      and
      the weighted average yields as of the dates indicated.




**As
                  of June 30, 2006:**
              
              Book
                  Value
              
              Market
                  Value
              
              Weighted
                Average
                  Yield**Securities
                  held to maturity****U.S.
                  Government and Agency Securities:**Within
                  One Year
              
              $
              4,000,089
              
              $
              3,986,880
              
              
              4.10
              %One
                  to Five Years
              
              
              3,997,769
              
              
              3,970,220
              
              
              4.63
              %**Total
                  Securities held to maturity**
              
              $
              7,997,858
              
              $
              7,957,100
              
              
              4.37
              %**As
                  of December 31, 2005:**
              
              
              Book
                  Value
              
              
              Market
                  Value
              
              
              Weighted
                Average
                  Yield**Securities
                  held to maturity****U.S.
                  Government and Agency Securities:**Within
                  One Year
              
              $
              6,001,108
              
              $
              5,984,120
              
              
              4.17
              %One
                  to Five Years
              
              
              1,996,835
              
              
              1,983,760
              
              
              4.35
              %**Total
                  Securities held to maturity**
              
              $
              7,997,943
              
              $
              7,967,880
              
              
              4.22
              %




***Loan
      Portfolio***




The
      Bank’s primary source of income is interest on loans. The following table
      presents the composition of the loan portfolio by category as of the dates
      indicated:




June
                  30, 2006
              
              December
                  31, 2005Real
                  estate
              
              $
              13,697,075
              
              $
              7,791,112Commercial
              
              
              5,967,659
              
              
              2,483,127Consumer
              
              
              78,283
              
              
              72,259Gross
                  Loans
              
              
              19,743,017
              
              
              10,346,498Deferred
                  loan fees
              
              
              (
                  84,730
              )
              
              (
                  29,168
              )Allowance
                  for loan losses
              
              
              (
                  241,010
              )
              
              (
                  87,208
              )Net
                  Loans
              
              $
              19,417,277
              
              $
              10,230,122




Net
      loans
      as a percentage of total assets were 45.3% as of June 30, 2006, and 32.8% as
      of
      December 31, 2005.




The
      real
      estate loan portfolio is comprised of short-term mortgage loans secured
      typically by commercial properties, occupied by the borrower, have terms of
      three to seven years with both fixed and floating rates, and revolving lines
      of
      credit granted to consumers, secured by equity in residential properties. It
      is
      anticipated that the Bank’s real estate loan portfolio will include construction
      loans in the future. Construction loans consist primarily of single-family
      residential properties, have a term of less than one year and have floating
      rates and commitment fees. Construction loans are typically made to builders
      that have an established record of successful project completion and loan
      repayment. At June 30, 2006, the Bank held $12.8 million in commercial real
      estate loans outstanding, representing 65.2% of gross loans receivable, with
      undisbursed commitments of $1.4 million, and $837 thousand in revolving lines
      secured by 1-4 family residences representing 4.2% of gross loans receivable
      with undisbursed commitments of $1.5 million.




The
      commercial loan portfolio is comprised of lines of credit for working capital
      and term loans to finance equipment and other business assets. The lines of
      credit typically are limited to a percentage of the value of the assets securing
      the line. Lines of credit and term loans typically are reviewed annually and
      can
      be supported by accounts receivable, inventory, equipment and other assets
      of
      the client’s businesses. At June 30, 2006, the Bank held $6.0 million in
      commercial loans outstanding, representing 30.2% of gross loans receivable,
      and
      undisbursed commitments of $2.7 million.




16




The
      consumer loan portfolio consists of personal lines of credit and loans to
      acquire personal assets such as automobiles and boats. The lines of credit
      generally have terms of one year and the term loans generally have terms of
      three to five years. The lines of credit typically have floating rates. At
      June
      30, 2006, consumer loans totaled $78 thousand, representing 0.4% of gross loans
      receivable and undisbursed commitments of $33 thousand.




Loan
      concentrations are considered to exist when there are amounts loaned to a
      multiple number of borrowers engaged in similar activities that would cause
      them
      to be similarly impacted by economic or other conditions. The Bank has
      established select concentrations percentages within the loan portfolio. It
      also
      includes families of credit considered of either higher risk or worthy of
      further review as part of its concentration reporting. While the framework
      has
      been set in place to evaluate the Bank’s potential risk in its portfolio, the
      overall concentration results are not yet meaningful.




Management
      may renew loans at maturity when requested by a customer whose financial
      strength appears to support such a renewal or when such a renewal appears to
      be
      in the best interest of the Bank. The Bank requires payment of accrued interest
      in such instances and may adjust the rate of interest, require a principal
      reduction, or modify other terms of the loan at the time of renewal. Loan terms
      vary according to loan type. The following table shows the maturity distribution
      of loans and leases as of June 30, 2006:




**As
                  of June 30, 2006****(Dollars
                  in thousands)****One
                  Year**
              
              **Over
                  1 Year****or
                  Less**
              
              **through
                  5 Years**
              
              **Over
                  5 Years**
              
              **Total****Fixed
                  Rate**
              
              **Floating
                  or**
                **Adjustable
                  Rate**
              
              **Fixed
                  Rate**
              
              **Floating
                  or**
                **Adjustable
                  Rate**Real
                  estate — construction
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Real
                  estate — secured
              
              
              6,740
              
              
              -
              
              
              6,957
              
              
              -
              
              
              -
              
              
              13,697Commercial
                  and industrial
              
              
              2,146
              
              
              3,517
              
              
              305
              
              
              -
              
              
              -
              
              
              5,968Consumer
              
              
              5
              
              
              73
              
              
              -
              
              
              -
              
              
              -
              
              
              78Total
              
              $
              8,891
              
              $
              3,590
              
              $
              7,262
              
              $
              -
              
              $
              -
              
              $
              19,743
  ***Nonperforming
        Loans, Leases and Assets***




Nonperforming
      assets consist of loans and leases on nonaccrual status, loans 90 days or more
      past due and still accruing interest, loans that have been restructured
      resulting in a reduction or deferral of interest or principal, OREO, and other
      repossessed assets. As of June 30, 2006, there were no nonperforming
      assets.




A
      potential problem loan is defined as a loan where information about possible
      credit problems of the borrower is known, causing management to have serious
      doubts as to the ability of the borrower to comply with the present loan payment
      terms and which may result in the inclusion of such loan in one of the
      nonperforming asset categories. An internally classified loan list is maintained
      that helps management assess the overall quality of the loan portfolio and
      the
      adequacy of the allowance for loan losses. Loans classified as “special mention”
are those that contain a weakness that, if left unattended, could develop into
      a
      problem affecting the ultimate collectibility of the loan. Loans classified
      as
“substandard” are those loans with clear and defined weaknesses, such as highly
      leveraged positions, unfavorable financial ratios, uncertain repayment resources
      or poor financial condition, which may jeopardize recoverability of the loan.
      Loans classified as “doubtful” are those loans that have characteristics similar
      to substandard loans, but also have an increased risk that loss may occur or
      at
      least a portion of the loan may require a charge-off if liquidated at present.
      Although loans classified as substandard do not duplicate loans classified
      as
      doubtful, both substandard and doubtful loans may include some loans that are
      past due at least 90 days, are on nonaccrual status or have been restructured.
      Loans classified as “loss” are those loans that are in the process of being
      charged-off. The Bank had no loans classified in these categories at June 30,
      2006.




17




***Allowance
      for Loan Losses***




Implicit
      in the Bank’s lending activities is the fact that loan losses will be
      experienced and that the risk of loss will vary with the type of loan being
      made
      and the creditworthiness of the borrower over the term of the loan. To reflect
      the currently perceived risk of loss associated with the loan portfolio,
      additions are made to the allowance for loan losses in the form of direct
      charges against income to ensure that the allowance is available to absorb
      possible loan losses. The factors that influence the amount include, among
      others, the remaining collateral and/or financial condition of the borrowers,
      historical loan loss, changes in the size and composition of the loan portfolio,
      and general economic conditions.




The
      amount of the allowance equals the cumulative total of the provisions made
      from
      time to time, reduced by loan charge-offs and increased by recoveries of loans
      previously charged-off. Beginning with the second quarter of 2006, the adequacy
      of the Bank’s allowance for loan losses has been determined through a comparison
      to the Bank’s peer group as defined by the OCC. The Bank will continue to
      maintain an equivalent allowance until management has adequate historical data
      upon which to base a different level. The peer group currently maintains an
      average allowance for loan losses of approximately 1.22% of the outstanding
      principal. The Bank’s allowance was $241 thousand, or 1.22% of outstanding
      principal as of June 30, 2006. The Bank has not incurred any loan losses as
      of
      June 30, 2006.




The
      following table sets forth information concerning the allocation of the
      allowance for loan losses, which is maintained on the Bank’s loan portfolio, by
      loan category at June 30, 2006.


Amount
              
              Percentage
                  of loans in
                each
                  category to total
                loans
              
              Percentage
                  of
                allowance
                  at
                June
                  30, 2006
              
              Percentage
                  of
                reserves
                  to net
                loans
                  by categoryReal
                  estate
              
              $
              95,095
              
              
              69.4
              %
              
              39.5
              %
              
              0.7
              %Commercial
              
              
              45,172
              
              
              30.2
              %
              
              18.7
              %
              
              0.8
              %Consumer
              
              
              2,023
              
              
              0.4
              %
              
              0.8
              %
              
              2.6
              %Unallocated
              
              
              98,720
              
              
              
              
              
              41.0
              %Total
                  Allowance for Loan Losses
              
              $
              241,010
              
              
              100.0
              %
              
              100.0
              %
              
              1.22
              %




In
        addition, a separate allowance for credit losses on off-balance sheet credit
        exposures is maintained for the undisbursed portion of approved loans. Although
        the loss exposure to the Bank is reduced because the funds have not been
        released to the borrower, under certain circumstances the Bank may be required
        to continue to disburse funds on a troubled credit. As of June 30, 2006,
        this
        allowance was $21 thousand.




Credit
      and loan decisions are made by management and the Board of Directors in
      conformity with loan policies established by the board of directors. The Bank’s
      practice is to charge-off any loan or portion of a loan when the loan is
      determined by management to be uncollectible due to the borrower’s failure to
      meet repayment terms, the borrower’s deteriorating or deteriorated financial
      condition, the depreciation of the underlying collateral, the loan’s
      classification as a loss by regulatory examiners, or other reasons. During
      the
      second quarter of 2006, there were no charge-offs.




***Nonearning
      Assets***




Premises,
      leasehold improvements and equipment totaled $1.2 million at June 30, 2006,
      net
      of accumulated depreciation of $307 thousand. There are no definitive agreements
      regarding acquisition or disposition of owned or leased facilities.




18




***Deposits***




Deposits
      are the Bank’s primary source of funds. The following table sets forth, for the
      period indicated, the distribution of the average deposit account balances
      and
      average cost of funds on each category of deposits:


**Three
                  Months Ended June 30, 2006****Average
                  Balance**
              
              **Percent
                  of**
                **Deposits**
              
              **Average
                  Rate****(Dollars
                  in thousands)**Noninterest-bearing
                  demand deposits
              
              $
              5,863
              
              
              29
              %
              
              0
              %Money
                  market deposits
              
              
              5,881
              
              
              29
              %
              
              2.79
              %NOW
                  deposits
              
              
              1,485
              
              
              7
              %
              
              1.29
              %Savings
                  deposits
              
              
              108
              
              
              1
              %
              
              1.14
              %Time
                  certificates of deposit in denominations of $100,000 or more
              
              
              4,460
              
              
              22
              %
              
              4.21
              %Other
                  time deposits
              
              
              2,378
              
              
              12
              %
              
              4.07
              %Total
                  deposits
              
              $
              20,175
              
              
              100
              %
              
              2.32
              %


The
      following table sets forth the amount and maturities of the time deposits as
      of
      June 30, 2006:


**At
                  June 30, 2006****Time
                  Deposits of**
                **$100,000
                  or more**
              
              **Other
                  Time**
                **Deposits**
              
              **Total
                  Time Deposits****(Dollars
                  in thousands)**Three
                  months or less
              
              $
              532
              
              
              915
              
              $
              1,447Over
                  three months through six months
              
              
              3,178
              
              
              781
              
              
              3,959Over
                  six months through 12 months
              
              
              1,535
              
              
              532
              
              
              2,067Over
                  12 months
              
              
              -
              
              
              30
              
              
              30Total
              
              $
              5,245
              
              $
              2,258
              
              $
              7,503





***Return
      on Equity and Assets***




The
      following table sets forth certain information regarding the Company’s return on
      equity and assets for the six months ended June 30, 2006:


Return
                  on average assets
              
              
              -9.03
              %Return
                  on average equity
              
              
              -17.83
              %Dividend
                  payout ratio
              
              
              0
              %Equity
                  to assets ratio
              
              
              41.1
              %




***Off-Balance
      Sheet Arrangements and Loan Commitments***




In
      the
      ordinary course of business, the Bank enters into various off-balance sheet
      commitments and other arrangements to extend credit that are not reflected
      in
      the consolidated balance sheets of the Company. The business purpose of these
      off-balance sheet commitments is the routine extension of credit. As of June
      30,
      2006, commitments to extend credit included approximately $10 thousand for
      letters of credit, $2.7 million for revolving lines of credit arrangements
      including $1.5 million in real-estate secured lines, and $2.9 million in unused
      commitments for commercial and real estate secured loans. The Bank faces the
      risk of deteriorating credit quality of borrowers to whom a commitment to extend
      credit has been made; however, no significant credit losses are expected from
      these commitments and arrangements.




***Borrowings***




The
      Company has access to a variety of borrowing sources including federal funds
      purchased. As of June 30, 2006, there were no borrowings
      outstanding.




19




***Capital
      Resources and Capital Adequacy Requirements***




Risk-based
      capital guidelines are designed to make regulatory capital requirements more
      sensitive to differences in risk profiles among banks, to account for
      off-balance sheet exposure, and to minimize disincentives for holding liquid
      assets. Under the regulations, assets and off-balance sheet items are assigned
      to broad risk categories, each with appropriate weights. The resulting capital
      ratios represent capital as a percentage of total risk weighted assets and
      off-balance sheet items. Under the prompt corrective action regulations, to
      be
      adequately capitalized a bank must maintain minimum ratios of total capital
      to
      risk-weighted assets of 8.00%, Tier 1 capital to risk-weighted assets of 4.00%,
      and Tier 1 capital to total assets of 4.00%. Failure to meet these capital
      requirements can initiate certain mandatory and possibly additional
      discretionary actions by regulators that, if undertaken, could have a direct
      material effect on the Company’s financial statements.




As
      of
      June 30, 2006, the Bank was categorized as well-capitalized. A well-capitalized
      institution must maintain a minimum ratio of total capital to risk-weighted
      assets of at least 10.00%, a minimum ratio of Tier 1 capital to risk weighted
      assets of at least 6.00%, and a minimum ratio of Tier 1 capital to total assets
      of at least 5.00% and must not be subject to any written order, agreement,
      or
      directive requiring it to meet or maintain a specific capital level.




The
      following table sets forth the Bank’s capital ratios as of the dates
      specified:


To
                  Be WellCapitalized
                  UnderFor
                  Capital
              
              Prompt
                  CorrectiveActual
              
              Adequacy
                  Purposes
              
              Action
                  ProvisionsAmount
              
              
              
              Amount
              
              
              
              Amount(Thousands)
              
              Ratio
              
              (Thousands)
              
              Ratio
              
              (Thousands)
              
              Ratio**As
                  of June 30, 2006:**Total
                  Capital (to Risk-Weighted Assets)
              
              $
              16,721
              
              
              81.6
              %
              $
              1,638
              
              
              8.0
              %
              $
              2,048
              
              
              10.0
              %Tier
                  1 Capital (to Risk-Weighted Assets)
              
              $
              16,459
              
              
              80.4
              %
              $
              819
              
              
              4.0
              %
              $
              1,229
              
              
              6.0
              %Tier
                  1 Capital (to Average Assets)
              
              $
              16,459
              
              
              43.2
              %
              $
              1,525
              
              
              4.0
              %
              $
              1,906
              
              
              5.0
              %**As
                  of December 31, 2005:**Total
                  Capital (to Risk-Weighted Assets)
              
              $
              17,841
              
              
              101.7
              %
              $
              1,403
              
              
              8.0
              %
              $
              1,754
              
              
              10.0
              %Tier
                  1 Capital (to Risk-Weighted Assets)
              
              $
              17,738
              
              
              101.2
              %
              $
              701
              
              
              4.0
              %
              $
              1,052
              
              
              6.0
              %Tier
                  1 Capital (to Average Assets)
              
              $
              17,738
              
              
              64.1
              %
              $
              1,108
              
              
              4.0
              %
              $
              1,385
              
              
              5.0
              %




***Liquidity
      Management***




At
      June
      30, 2006, the Company (excluding the Bank) had approximately $922 thousand
      in
      cash. These funds can be used for Company operations, investment and for later
      infusion into the Bank and other corporate activities. The primary source of
      liquidity for the Company will be dividends paid by the Bank. The Bank is
      currently restricted from paying dividends without regulatory approval that
      will
      not be granted until the accumulated deficit has been eliminated.




The
      Bank’s liquidity is monitored by its staff, the Investment/Asset-Liability
      Committee and the Board of Directors, who review historical funding
      requirements, current liquidity position, sources and stability of funding,
      marketability of assets, options for attracting additional funds, and
      anticipated future funding needs, including the level of unfunded commitments.




The
      Bank’s primary sources of funds is retail and commercial deposits, loan and
      securities repayments, other short-term borrowings, and other funds provided
      by
      operations. While scheduled loan repayments and maturing investments are
      relatively predictable, deposit flows and early loan prepayments are more
      influenced by interest rates, general economic conditions, and competition.
      The
      Bank maintains investments in liquid assets based upon management’s assessment
      of (1) the need for funds, (2) expected deposit flows, (3) yields available
      on
      short-term liquid assets, and (4) objectives of the asset/liability management
      program.




20




As
      loan
      demand increases, greater pressure will be exerted on the Bank’s liquidity.
      However, it is management’s intention to maintain a conservative loan to deposit
      ratio in the range of 80% - 85% over time. Given this goal, the Bank will not
      aggressively pursue lending opportunities if sufficient funding sources
      ( *i.e.* ,
      deposits, Fed Funds, etc.) are not available, nor will the Bank seek to attract
      transient volatile, non-local deposits with above market interest rates. As
      of
      June 30, 2006, the loan to deposit ratio was 77%.




The
      Bank
      had cash and cash equivalents of $13.5 million, or 31% of total Bank assets,
      at
      June 30, 2006. Management feels that the Bank has adequate liquidity to meet
      anticipated future funding needs.




The
      Bank
      is subject to various regulatory capital requirements administered by federal
      and state banking agencies, which could affect its ability to pay dividends
      to
      the Company. Failure to meet minimum capital requirements can initiate certain
      mandatory and discretionary actions by regulators that, if undertaken, could
      have a direct material adverse effect on our financial statements. The minimum
      ratios required for the Bank to be considered “well capitalized” for regulatory
      purposes, and therefore eligible to consider the payment of dividends to the
      Company, will be 10% total capital to risk weighted assets, 6% tier 1 capital
      to
      risk weighted assets and 5% tier 1 capital to average assets. At June 30, 2006,
      the Bank was considered “well capitalized” by regulatory standards.




***Quantitative
      and Qualitative Disclosure About Market Risks***




Interest
      rate risk is the most significant market risk affecting the Bank. Other types
      of
      market risk, such as foreign currency risk and commodity price risk, do not
      arise in the normal course of the Bank’s business activities. Interest rate risk
      can be defined as the exposure to a movement in interest rates that could have
      an adverse effect on the net interest income or the market value of the Bank’s
      financial instruments. The ongoing monitoring and management of this risk is
      an
      important component of the asset and liability management process, which is
      governed by policies established by the Company’s Board of Directors and carried
      out by the Bank’s Investment/Asset-liability Committee. The
      Investment/Asset-liability Committee’s objectives are to manage the exposure to
      interest rate risk over both the one year planning cycle and the longer term
      strategic horizon and, at the same time, to provide a stable and steadily
      increasing flow of net interest income.




The
      primary measurement of interest rate risk is earnings at risk, which is
      determined through computerized simulation modeling. The primary simulation
      model assumes a static balance sheet, using the balances, rates, maturities
      and
      repricing characteristics of all of the Bank’s existing assets and liabilities.
      Net interest income is computed by the model assuming market rates remaining
      unchanged and comparing those results to other interest rate scenarios with
      changes in the magnitude, timing and relationship between various interest
      rates. At June 30, 2006, an analysis was performed using the ALXpert model
      provided through ALX Consulting, Inc. and utilizing the Bank’s quarterly Call
      Report data. The table below shows the impact of rising and declining interest
      rate simulations in 100 basis point increments over a 12-month period. Changes
      in net interest income in the rising and declining rate scenarios are measured
      against the current net interest income. The changes in equity capital represent
      the changes in the present value of the balance sheet without regards to
      business continuity, otherwise known as “liquidation value”. Because the Bank is
      asset-sensitive, the net interest margin improves as rates rise and declines
      as
      rates decline.


Interest
                  Rate ShockShock
              
              
              -2
              %
              
              -1
              %
              
              Annualized*
              
              
              +1
              %
              
              +2
              %Fed
                  Funds Rate
              
              
              3.25
              %
              
              4.25
              %
              
              5.25
              %
              
              6.25
              %
              
              7.25
              %Net
                  Interest Income Change
              
              
              (252
              )
              
              (126
              )
              
              -
              
              
              126
              
              
              252%
                  Change
              
              
              -14.5
              %
              
              -7.3
              %
              
              -
              
              
              7.3
              %
              
              14.5
              %Equity
                  Capital Change %
              
              
              -19.1
              %
              
              
              
              
              -
              
              
              
              
              
              19.1
              %Net
                  Interest Margin
              
              
              4.2
              %
              
              4.6
              %
              
              4.9
              %
              
              5.3
              %
              
              5.7
              %




21




The
      following table sets forth, on a stand-alone basis, the Bank’s amounts of
      interest-earning assets and interest-bearing liabilities outstanding at June
      30,
      2006, which are anticipated, based upon certain assumptions, to reprice or
      mature in each of the future time periods shown. The projected repricing of
      assets and liabilities anticipates prepayments and scheduled rate adjustments,
      as well as contractual maturities under an interest rate unchanged scenario
      within the selected time intervals. While it is believed that such assumptions
      are reasonable, there can be no assurance that assumed repricing rates will
      approximate actual future deposit activity.




**As
                  of June 30, 2006****Volumes
                  Subject to Repricing Within****0-1
                  Days**
              
              **2-90
                  Days**
              
              **91-365**
                **Days**
              
              **1-3
                  Years**
              
              **Over
                  3**
                **Years**
              
              **Non**
                **Interest
                  Sensitive**
              
              **Total****Assets:**
              
              **(Dollars
                  in thousands)**Cash,
                  fed funds and other
              
              $
              12,085
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              1,392
              
              $
              13,477Investments
                  and FRB Stock (1)
              
              
              -
              
              
              4,000
              
              
              2,000
              
              
              1,998
              
              
              514
              
              
              -
              
              
              8,512Loans
                  (2)
              
              
              -
              
              
              5,172
              
              
              3,720
              
              
              2,368
              
              
              8,483
              
              
              -
              
              
              19,743Fixed
                  and other assets
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              1,095
              
              
              1,095Total
                  Assets
              
              $
              12,085
              
              $
              9,172
              
              $
              5,720
              
              $
              4,366
              
              $
              8,997
              
              $
              2,487
              
              $
              42,827**Liabilities
                  and Stockholders’ Equity:**Interest-bearing
                  checking, savings and money market accounts
              
              $
              10,102
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              7,611
              
              $
              17,713Certificates
                  of deposit
              
              
              -
              
              
              1,447
              
              
              6,026
              
              
              30
              
              
              -
              
              
              -
              
              
              7,503Borrowed
                  funds
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Other
                  liabilities
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              229
              
              
              229Stockholders’
                  equity
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              17,382
              
              
              17,382Total
                  liabilities and stockholders’ equity
              
              $
              10,102
              
              $
              1,447
              
              $
              6,026
              
              $
              30
              
              $
              -
              
              $
              25,222
              
              $
              42,827Interest
                  rate sensitivity gap
              
              $
              1,983
              
              $
              7,725
              
              $
              (306
              )
              $
              4,336
              
              $
              8,997Cumulative
                  interest rate sensitivity gap
              
              $
              1,983
              
              $
              9,708
              
              $
              9,402
              
              $
              13,738
              
              $
              22,735Cumulative
                  gap to total assets
              
              
              4.6
              %
              
              22.7
              %
              
              22.0
              %
              
              32.1
              %
              
              53.1
              %Cumulative
                  interest-earning assets to cumulative interest-bearing liabilities
              
              
              119.6
              %
              
              184.1
              %
              
              153.5
              %
              
              178.0
              %
              
              229.1
              %(1)
                  Excludes investments' mark-to-market adjustments(2)
                  Excludes deferred fees and allowance for loan losses




Certain
      shortcomings are inherent in the method of analysis presented in the gap table.
      For example, although certain assets and liabilities may have similar maturities
      or periods of repricing, they may react in different degrees to changes in
      market interest rates. Additionally, certain assets, such as adjustable-rate
      loans, have features that restrict changes in interest rates, both on a
      short-term basis and over the life of the asset. More importantly, changes
      in
      interest rates, prepayments and early withdrawal levels may deviate
      significantly from those assumed in the calculations in the table. As a result
      of these shortcomings, the Bank will focus more on earnings at risk simulation
      modeling than on gap analysis. Even though the gap analysis reflects a ratio
      of
      cumulative gap to total assets within acceptable limits, the earnings at risk
      simulation modeling is considered by management to be more informative in
      forecasting future income at risk.






22




**Item
        3.**  **Controls
        and Procedures**
  **Evaluation
        of Disclosure Controls and Procedures**
  The
        Company maintains disclosure controls and procedures that are designed to
        ensure
        that information required to be disclosed in the reports it files under the
        Securities and Exchange Act of 1934, as amended, is recorded, processed,
        summarized and reported within the time periods specified in the Commission’s
        rules and forms. Such controls include those designed to ensure that information
        for disclosure is communicated to management, including the Chief Executive
        Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow
        timely decisions regarding required disclosure.
  In
        connection with the restatement of the Company’s consolidated financial
        statements, and as a result of the material weakness described below, they
        have
        concluded that the Company’s disclosure controls and procedures are not
        effective as of June 30, 2006.
  **Material
        Weakness In Internal Control Over Financial Reporting**
  A
        material weakness is a control deficiency or a combination of control
        deficiencies that result in a more than remote likelihood that a material
        misstatement of the annual or interim consolidated financial statements will
        not
        be prevented or detected.
  In
        connection with the Company's investigation of the circumstances giving rise
        to
        the restatement, the Company determined that the error resulted from an
        incorrect interpretation of Statement
        of Financial Accounting Standards No. 123 (revised), *“Share-Based
        Payments”* .
        In
        light of the restatement of the Company's consolidated financial statements,
        the
        Company has concluded that as of June 30, 2006 effective disclosure controls
        and
        procedures were not maintained over the amounts to be expensed attributable
        to
        employee stock options in its consolidated statements of operations.
        Accordingly, management determined that this control deficiency constitutes
        a
        material weakness. A material weakness is a control deficiency, or a combination
        of control deficiencies, that result in more than a remote likelihood that
        a
        material misstatement of the annual or interim financial statements will
        not be
        prevented or detected.
  As
        of the
        current date of this filing, the company has fully remediated this material
        weakness. The Company will monitor all new accounting pronouncements and
        make a
        determination whether sufficient expertise exists within the Company to evaluate
        and apply the standards set forth in such new accounting pronouncements.
        In the
        event that management determines that additional resources are necessary
        to
        evaluate the impact of the new accounting pronouncements on the Company's
        financial statements, management will engage a qualified accounting firm
        to
        assist management in the implementation of the new accounting
        pronouncements.
  **Internal
        Control Over Financial Reporting**
  There
        were no changes made in the Company’s internal control over financial reporting
        during the three and six months ended June 30, 2006, that have materially
        affected, or are reasonably likely to materially affect, the Company’s internal
        controls over financial reporting.
  **Limitations
        Inherent in all Controls**
  The
        Company’s management, including the CEO and CFO, recognize that the disclosure
        controls and internal controls (discussed above) cannot prevent all errors
        or
        all attempts at fraud. Any controls system, no matter how well crafted and
        operated, can only provide reasonable, and not absolute, assurance of achieving
        the desired control objectives, and management was required to apply its
        judgment in evaluating the cost-benefit relationship of possible controls
        and
        procedures. Because of the inherent limitations in any control system, no
        evaluation or implementation of a control system can provide complete assurance
        that all control issues and all possible instances of fraud have been or
        will be
        detected.


23






**PART
      II -** **OTHER
      INFORMATION**




**ITEM
      1.** **Legal
      Proceedings**




There
      are
      no material pending legal proceedings to which the Company or the Bank is a
      party or to which any of their respective properties are subject; nor are there
      material proceedings known to the Company, in which any director, officer or
      affiliate or any principal shareholder is a party or has an interest adverse
      to
      the Company or the Bank.




**ITEM
      2.** **Changes
      in Securities and Use of Proceeds**




None.




**ITEM
      3.** **Defaults
      Upon Senior Securities**




None.




**ITEM
      4.** **Submission
      of Matters to a Vote of Security Holders**




None.




**ITEM
      5.** **Other
      Information**




Not
      applicable.




**ITEM
      6.** **Exhibits
      and Reports on Form 8-K**




(a)  Exhibits




**Exhibit
                Number**
            
            **Description
                of Exhibit**31.1
            
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2
            
            Certification
                of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.





SIGNATURES




Pursuant
      to the requirements of the Securities Act of 1934, the registrant has duly
      caused this Report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.




PACIFIC
              COAST
              NATIONAL BANCORPDate:
              October 30, 2006
            By:
            /s/ Michael
              S. HahnMichael
                S. Hahn
              President
                & Chief Operating Officer


Date:
              October 30, 2006
            By:
            /s/ Terry
              StalkTerry
              Stalk
              Chief
                Financial Officer




24