**UNITED
STATES**


**SECURITIES
AND EXCHANGE COMMISSION**


**Washington,
DC 20549**





**FORM
10-Q**





x
    **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934.**





**For
the quarterly period ended** **March 31, 2005**





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





**For
the transition period from ________ to ________**





**Commission
File Number: 333-118859** ****





**PACIFIC
COAST NATIONAL BANCORP**


**(** **Exact
name of registrant as specified in its charter** **)**





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




**905
Calle Amanecer, Suite 100, San Clemente, California
92673**


**(** **Address
of Principal Executive Office** **)**





**949-361-4300**


**(** **Registrant's
telephone number, including area code** **)**





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




YES x NO 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





**Indicate
the number of shares outstanding of each of the issuer's classes of common stock
as of May 3, 2005. No shares of common stock have been
issued.**













**FORM
10-Q**


**PACIFIC
COAST NATIONAL BANCORP**





**INDEX**


PagePART
      I.
    FINANCIAL
      INFORMATIONItem
      1.Financial
      StatementsBalance
      Sheets as of March 31, 2005 (unaudited) andDecember
      31, 2004
    3Statements
      of Operations for the Three Months Ended March 31, 2005, and From
      Inception Through March 31, 2005 (unaudited)
    4Statements
      of Cash Flows for the Three Months Ended March 31, 2005, and From
      Inception Through March 31, 2005 (unaudited)
    5Condensed
      Notes to Financial Statements
    6Item
      2.Management’s
      Discussion and Analysis of FinancialCondition
      and Results of Operations
    6Item
      3.Controls
      and Procedures
    11Item
      4.Exhibits
      and Reports on Form 8-K
    12Signatures
    13







2





**PART
I - FINANCIAL STATEMENTS**





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




**PACIFIC
COAST NATIONAL BANCORP**


**BALANCE
SHEET** **S**





**ASSETS**


March
      31
    
    December
      312005
    
    2004(Unaudited)Current
      Assets:Cash
      and cash equivalents
    
    $
    29,837
    
    $
    57,270Prepaid
      expenses
    
    
    --
    
    
    --Total
      Current Assets
    
    
    29,837
    
    
    57,270Property
      and Equipment, net
    
    
    520,638
    
    
    80,360Rent
      Deposits
    
    
    63,112
    
    
    63,112$
    613,587
    
    $
    200,742





**LIABILITIES
AND STOCKHOLDERS’ DEFICIT**


Current
      Liabilities:Accounts
      payable and accrued expenses
    
    $
    410,133
    
    $
    236,623Notes
      payable
    
    
    1,500,000
    
    
    825,000Due
      to organizers
    
    
    735,000
    
    
    735,000Total
      Current Liabilities
    
    
    2,645,133
    
    
    1,796,623Stockholders’
      Deficit:Common
      stock, par value $.01 per share;authorized
      10,000,000 shares; none issued andoutstanding
    
    
    --
    
    
    --Deficit
      accumulated during the organizational period
    
    
    (2,031,546
    )
    
    (1,595,881
    )Total
      Stockholders’ Deficit
    
    
    (2,031,546
    )
    
    (1,595,881
    )$
    613,587
    
    $
    200,742








See
accompanying condensed notes to financial statements.





3





**PACIFIC
COAST NATIONAL BANCORP**


**STATEMENTS
OF OPERATIONS**




DeficitAccumulatedFor
      The PeriodFrom
      July 2, 2003
    
    Three Months(Inception)
      to
      March
      31, 2005
    
    Ended
      March
      31, 2005(Unaudited)
    
    (Unaudited)Expenses:Consulting
      Fees
    
    $
    686,221
    
    $
    135,201Rent
      and Other Occupancy Expense
    
    
    107,973
    
    
    30,840Legal
      and Professional
    
    
    1,076,728
    
    
    219,973Application
      Fee
    
    
    25,000
    
    
    --Other
      Expenses
    
    
    135,624
    
    
    49,651Total
      Expenses
    
    
    2,031,546
    
    
    435,665NET
      LOSS
    
    
    ($2,031,546
    )
    
    ($435,665
    )





See
accompanying condensed notes to financial statements.








4





**PACIFIC
COAST NATIONAL BANCORP**


**STATEMENTS
OF CASH FLOWS**





Period
      FromJuly
      2, 3003 (Inception) to
    
    Three
      Months Ended March 31, 2005March
      31, 2005(Unaudited)
    
    (Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
    
    
    ($2,031,546
    )
    
    ($435,665
    )Adjustments
      to reconcile net loss to net cash usedin operating
      activities:Increase
      in Rent Deposits
    
    
    (63,112
    )
    
    --Increase
      in Accounts Payable and Accrued Expenses
    
    
    410,133
    
    
    173,510Net
      cash used by operating activities
    
    
    (1,684,525
    )
    
    (262,155
    )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of property and equipment
    
    
    (
      520,638
    )
    
    (440,278
    )Net
      cash used by investing activities
    
    
    (520,638
    )
    
    (440,278
    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable
    
    
    1,500,000
    
    
    675,000Advances
      from organizers
    
    
    735,000
    
    
    --Net
      cash provided by financing activities
    
    
    2,235,000
    
    
    675,000Increase
      (Decrease) in cash and cash equivalents
    
    
    29,837
    
    
    (27,433
    )Cash
      and cash equivalents, beginning of period
    
    
    --
    
    
    57,270Cash
      and cash equivalents, end of period
    
    $
    29,837
    
    $
    29,837





See
accompanying condensed notes to financial statements





5





**PACIFIC
COAST NATIONAL BANCORP**


**CONDENSED
NOTES TO FINANCIAL STATEMENTS**





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




The
accompanying unaudited financial statements contain all adjustments (consisting
only of normal recurring adjustments) which, in the opinion of management, are
necessary to present fairly the financial position of Pacific Coast National
Bancorp (the “Company”) as of March 31, 2005, and the results of its operations
for the three months ended March 31, 2005, and for the period from July 2, 2003
(inception) to March 31, 2005 and its cash flows for the three months ended
March 31, 2005, and for the period from July 2, 2003 (inception) to March 31,
2005.




Certain
information and note disclosures normally included in the financial statements
prepared in accordance with generally accepted accounting principles in the
United States of America have been condensed or omitted from these statements
pursuant to rules and regulations of the Securities and Exchange Commission. The
Company believes that the disclosures in the financial statements are adequate
to make the information presented not misleading. However, these
financial statements should be read in conjunction with the audited financial
statements of the Company for the year ended December 31, 2004 on Form
10-KSB published on April 15, 2005. The
results of operations for the quarter and three month period ended March 31,
2005 are not necessarily indicative of the results to be expected for the full
year.




**2.**
    **RELATED
      PARTY TRANSACTIONS**




The
Company has entered into business transactions with a director and an organizer.
A director, who is actively engaged in the business of real estate investment
and consulting, has served as the Company’s leasing agent in connection with the
lease on the proposed San Clemente location. The director is expected to receive
a commission from the lessor in the approximated amount of $55,949. The Company
entered into a month-to-month lease agreement with an organizer for temporary
offices during the organizational period. The lease arrangement provides for
payments of $1,750 per month starting April 1, 2004, increasing to $3,000 per
month starting September 1, 2004. The lease terminated on March 15, 2005. The
total payments since inception and for the three months ending March 31, 2005
are $25,500 and $4,500 respectively.




**ITEM
2.** **MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.**




The
following discussion and analysis presents our financial condition and results
of operations for the three months ended March 31, 2005. The discussion should
be read in conjunction with our financial statements and the notes related
thereto which appear elsewhere in this Quarterly Report on
Form 10-QSB.




Statements
contained in this report that are not purely historical are forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, including our expectations, intentions, beliefs, or strategies
regarding the future. Any statements in this document about expectations,
beliefs, plans, objectives, assumptions or future events or performance are not
historical facts and are 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 similar expressions. Accordingly, these
statements involve estimates, assumptions and uncertainties, which could cause
actual results to differ materially from those expressed in them. Any
forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this document. All forward-looking statements
concerning economic





6





conditions,
rates of growth, rates of income or values as may be included in this document
are based on information available to us on the dates noted, and we assume no
obligation to update any such forward-looking statements. It is important to
note that our actual results may differ materially from those in such
forward-looking statements due to fluctuations in interest rates, inflation,
government regulations, economic conditions, customer disintermediation and
competitive product and pricing pressures in the geographic and business areas
in which we conduct operations, including our plans, objectives, expectations
and intentions and other factors discussed under the section entitled “Risk
Factors,” in the Company’s Annual Report on Form 10-KSB for the year ended
December 31, 2004, and the Company’s Prospectus contained in its Registration
Statement on Form SB-2, which was declared effective on November 10, 2004,
including the following:




·
    the
      Company and Bank must receive regulatory approvals before they may open
      for business;




·
    the
      Bank must satisfy certain conditions following regulatory approval before
      it may open for business;




·
    any
      delay in beginning banking operations will result in additional
      losses;




·
    the
      Company has no operating history upon which to base an estimate of its
      future financial performance;




·
    the
      Company expects to incur losses during its initial years of
      operations;




·
    failure
      of the Company or the Bank to implement its business strategies may
      adversely affect its financial performance;




·
    the
      Company’s profitability will be affected by the ability of Bank management
      to measure and limit credit risk associated with the Bank’s loan
      portfolio;




·
    the
      Bank’s emphasis on commercial business and commercial real estate lending
      may result in greater credit risk;




·
    departures
      of key personnel or directors
      may impair the Bank’s operations;




·
    the
      Bank will face intense competitionfrom a variety of competitors;




·
    the
      Bank’s legal lending limits may impair its ability to attract
      borrowers;




·
    an
      economic downturn, especially one affecting the Bank’s primary service
      areas, may have an adverse effect on its financial
      performance;




·
    monetary
      policy and other economic factors could adversely affect the Bank’s
      profitability;




·
    the
      Bank could be negatively affected by changes in interest rates;




·
    the
      determination of the offering price was arbitrary, and you may be unable
      to resell your shares at or above the offering
price;




·
    the
      Company’s ability
      to pay dividends is limited;




·
    the
      Company and Bank are subject to extensive regulatory oversight,
      which could restrain growth and profitability;
and




·
    the
      Company may not be able to raise additional capital on terms favorable to
      it.




7




These
factors and the risk factors referred to in the Company’s Annual Report on Form
10-KSB and its Prospectus, dated November 22, 2004, 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 does not undertake any 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 the Company to predict which will arise. In addition, the
Company cannot assess the impact of each factor on the 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.




**BACKGROUND**




Pacific
Coast National Bancorp is a California corporation that was incorporated on July
2, 2003 to organize and serve as the holding company for Pacific Coast National
Bank, a national bank in organization (the “Bank”). The Bank will be a
full-service commercial bank headquartered in San Clemente, California, with a
full-service banking office in Encinitas, California. The Bank will initially
serve San Clemente, Encinitas and its neighboring communities with a broad range
of commercial and consumer banking services to small and medium-sized
businesses, professionals and individuals who it believes will be particularly
responsive to the style of service which the Bank intends to provide. It is
assumed that local ownership and control will allow the Bank to serve customers
more efficiently and effectively and will aid in the Bank’s growth and success.
The Bank intends to compete on the basis of providing a unique and personalized
banking experience combined with a full range of services, customized and
tailored to fit the needs of the client.




On June
2, 2004, an application was filed with the Office of the Comptroller of the
Currency (Comptroller) to organize a new national bank in San Clemente,
California and with the Federal Deposit Insurance Corporation (FDIC) for federal
deposit insurance. Preliminary approval was received from both regulatory
agencies to organize a new national bank. Final approval has been received and
the Bank anticipates opening on or before May 18, 2005.




The
Company commenced their initial public offering on November 22, 2004 to raise
the capital required to capitalize its proposed wholly-owned banking subsidiary.
The Company expects to use at least $14.5 million of the proceeds of its initial
public offering to capitalize the Bank if it sells 1,700,000 shares and at least
$16.5 million to capitalize the Bank if is sells 1,900,000 shares. As of March
31, 2005, the Company held in escrow $22.3 million.




During
the period between preliminary regulatory approval and the commencement of
banking operations, the holding company is engaged in raising the capital
necessary to open the Bank. In addition, the holding company will be engaged in
such activities as the build-out of the banking offices, the recruitment and
training of staff, preliminary marketing, and the installation of the computer
system and operating system.




The
Company’s financial statements and related notes, which are included here,
provide additional information relating to the following discussion of its
financial condition. In addition, the financial statements included herein
should be read in conjunction with the financial statements and notes thereto
included in the audited
financial statements of the Company for the year ended December 31,
2004. The
Company was incorporated to serve as a holding company for the Bank. From the
date of inception, the main activities have been:




·
    Seeking,
      interviewing and selecting our organizers, directors and
      officers;




·
    Preparing
      the business plan;




8




·
    Applying
      for a national bank charter;




·
    Applying
      for FDIC deposit insurance;




·
    Preparing
      an application to become a bank holding company;
and




·
    Raising
      equity capital through a public offering.




From
t he date
of incorporation, July 2, 2003 through March 31, 2005, the Company’s operations
have been funded, and will continue to be funded, from advances made to the
Company by the organizers and from draws under a line of credit extended by TIB
- The Independent BankersBank. These advances will be repaid from the proceeds
of the offering unless the Company is unable to sell at least 1,700,000 shares
of common stock, in which case the organizers will bear the risk of loss with
respect to the direct cash advances and may be pursued by TIB with respect to
any funds advanced under the per-opening line of credit.




Bankmark
& Financial Marketing Services was engaged to assist the Company during the
organizational process, including providing guidance with respect to the
capitalization strategy, public relations, event planning, director/senior
management training, proposed shareholder database management and marketing
consulting. Bankmark is also providing computer network systems for use during
the organizational process as well as part-time support staff. The agreement
with Bankmark expired 150 calendar days from the date of the final prospectus,
and the Company did not extend the agreement. In consideration for the
consulting services provided under the Bankmark agreement, the Company will pay
Bankmark a total of $450,000. Under the agreement, the Company is also
responsible for certain expenses incurred in connection with the Bankmark
agreement, such as payment for the use of computer network systems and part-time
support staff, printing costs, event costs and graphic program development.
These expenses are expected to run, in the aggregate, approximately $250,000.




Bankmark
was also engaged to assist the Company in the preparation of the regulatory
applications, including preparing an economic assessment of the market area,
working with the management team to develop a business plan and proforma
financial information for the applications, meeting with the organizers and
proposed directors to discuss their respective roles and assisting them in
completing their portions of the application, preparing materials for the
pre-filing meetings with the regulatory agencies and preparing the complete
Interagency Charter and Federal Deposit Insurance Application that was filed
with the regulatory agencies. Following the filing of the applications, Bankmark
has assisted the Company in providing responses to matters related to the
applications raised by, and requests for additional information made by, the
regulatory agencies. Under the agreement with Bankmark, a consulting fee of
$85,000 has been paid for these services. The services provided in connection
with the regulatory applications, and the fees associated with these services,
are in addition to the consulting services described in the preceding paragraph.
Together with the consulting services provided in connection with the marketing
and capital acquisition campaign described above, the Company expects to pay
Bankmark a total of $595,000.




9





**PLAN
OF OPERATION**




The
Company intends to open for business from two locations. The main office will be
located at 905 Calle Amanecer, Suite 100, San Clemente, California 92673,
occupying 7,285 square feet of the main lobby-accessed ground floor of a 45,000
square foot, freestanding, three-story office building. In addition, the Company
will have the right of first refusal on the remaining 2,845 square feet on the
ground floor. The Company will also have outside signage that is clearly visible
from the east and north sides of the building. The Company will also operate
from a branch location to be located at the intersection of North El Camino Real
and Garden View in Encinitas, California, which is approximately 37 miles south
of the main office. The branch office will occupy 4,284 square feet in a
commercial building in a developed commercial center. Lease agreements have been
entered into with respect to each of the proposed banking locations. At this
time, the Company does not intend to own any of the properties from which
banking operations will be conducted. The Company expects to use approximately
$650,000 of the proceeds of the offering to purchase furniture, fixtures and
equipment and make leasehold improvements at the two locations. Management
believes that these facilities will be adequate to meet the Company’s initial
needs. The Company expects to hire up to 20 full-time equivalent employees to
staff the banking offices and does not expect that Pacific Coast National
Bancorp will have any employees who are not also employees of the
Bank.




The Bank
will use the remainder of its capital, net of pre-opening costs, for customer
loans, investments and other general banking purposes. Management believes that
the minimum initial offering proceeds will enable the Bank to maintain a
leverage capital ratio, which is a measure of core capital to average total
assets, in excess of 8% for the first three years of operations as required by
the FDIC. Accordingly, there is no anticipation of raising additional capital
during the 12-month period following the offering. However, no assurance can be
given that the Company will not need to raise additional capital within the next
three years or over the next 12-month period.




The Bank
will focus on community involvement and personal service while providing
customers with financial sophistication and products traditionally offered by
larger banks. Lending services will include consumer loans and commercial loans
to small to medium-sized businesses and professional concerns. The Bank will
offer a broad array of deposit services including demand deposits, regular
savings accounts, money market accounts, certificates of deposit and individual
retirement accounts. For the convenience of its customers, the Bank will also
offer credit and debit cards, automatic transfers, travelers’ checks, domestic
and foreign wire transfers, cashier’s checks and personalized checks. These
services are expected to be provided through a variety of delivery systems
including full-service banking offices, night depositories, automated teller
machines, private banking, telephone banking and Internet banking (within the
first 12-15 months).




**RESULTS
OF OPERATIONS**




**Three
months ended March 31, 2005**




Expenses
for the three months ended March 31, 2005 were $435,664.




Legal and
professional fees amounted to $219,973. Of this amount, $67,900 was paid in
salary and benefits costs to personnel supporting the capital campaign and/or
establishing written policies and procedures for the Bank, $47,000 was paid for
costs related to the stock sale presentations, $37,500 was paid in legal fees,
$32,700 was paid to Bankmark in conjunction with the capital raising, $20,400
was paid in marketing expenses, with the remainder paid for accounting services,
systems design, and expenses related to organizational costs.




10




Consulting
fees in the amount of $135,201 were paid as part of consulting agreements with
Michael Hahn, Colin Forkner, Terry Stalk, and GRCAC, LLC, each of whom is
actively involved in directing the organizational and pre-opening activities of
the Bank. Messrs. Hahn and Forkner, and Ms. Stalk, are each organizers or
executive officers of the Company and the Bank, and GRCAC, LLC, is owned and
operated by Richard Grinyer, who is an organizer and executive officer of the
Company and the Bank. The amounts paid to Messrs. Hahn and Forkner, and Ms.
Stalk, were $23,551, $23,550, and $19,050 respectively. GRCAC, LLC received
payments of $20,550. In addition, the consulting agreements provided for
deferred compensation of $11,500, $15,200, and $9,800 respectively for Messrs.
Hahn and Forkner, and Ms. Stalk, and $12,000 for GRCAC, LLC.




Occupancy
expense amounted to $30,840. Rent expense for the three month period for the
Encinitas office was paid in the amount of $22,200. $4,500 was paid in rent for
the organizational office. Utility expense and telephone expense accounted for
the remaining expenses.




Other
expense of $49,651 was made up of $17,981 in accrued interest owed on the line
of credit, $7,800 in medical insurance costs for the staff, $14,800 in office
supplies and postage, $7,000 in training and training-related travel costs, with
the remainder in dues, subscriptions, recruiting costs, and auto mileage
reimbursement costs.




**LIQUIDITY
AND CAPITAL RESOURCES**




Since
November 22, 2004, the Company has offered for sale its common stock for the
purpose of providing the initial capitalization of the Company and the Bank. The
Company initially offered a minimum of 1,700,000 shares and a maximum of
1,900,000 shares of common stock at a price of $10.00 per share, for an
aggregate minimum price of $17,000,000 and an aggregate maximum price of
$19,000,000. As of May 11, 2005, the Company filed a post-effective amendment to
its Registration Statement to increase the maximum offering size to $22.8
million. As of April 30, 2005, the Company had received subscriptions in excess
of $24 million. The Company is in the process of considering the subscriptions
tendered in connection with the offering and intends to accept subscriptions
equal to the maximum offering amount.




During
the organizational stage, the primary sources of liquidity to meet current
obligations have been direct cash advances from the organizers and draws under a
line of credit extended to the Company by TIB, which is being guaranteed by the
organizers. In addition, specific vendors have agreed to delay payment of
certain invoices pending the opening of the Bank. As of March 31, 2005, the
Company had borrowing capacity of approximately $200,000 remaining under the
pre-opening line of credit. Management believes that the liquidity sources will
be adequate to meet the obligations that have been incurred, or are expected to
be incurred, prior to the time that the Bank opens for business.




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




Cash used
in operating activities during the three months ended March 31, 2005, was
$262,155. Operating activities consisted primarily of professional, legal, and
consulting fees in raising capital, hiring staff, and selecting systems for the
Bank.




Cash used
by investing activities during the three months ended March 31, 2005 was
$440,278. Investing activities consisted of purchases of computers and software,
furniture and equipment, signage, and tenant improvements on the two banking
offices.




Advances
on the line of credit amounted to $675,000.




**ITEM
3.** **CONTROLS
AND PROCEDURES.**




Management
is responsible for maintaining effective disclosure controls and procedures. As
of the end of the period covered by this report, we evaluated the effectiveness
and operation of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures are effective and provide for timely collection and
evaluation of information that may need to be disclosed to investors. There have
been no significant changes in internal controls or other factors that could
significantly affect internal controls subsequent to the date of our evaluation.
Accordingly, no corrective actions with regard to significant deficiencies and
material weaknesses were required or undertaken.







11





**PART
II - OTHER INFORMATION**





**ITEM
4.** **EXHIBITS
AND REPORTS ON FORM 8-K.**




(a)
    Exhibits:




10.1
    Office
      Building Lease, between Olen Commercial Realty Corp. and Pacific Coast
      National Bancorp, dated July 15, 2004




10.2
    Office
      Lease, between Garden View Professional Center, LLC and Western Pacific
      Bancorp, Inc., dated December 6, 2003




31.1
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.




31.2
    Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.




32.1
    Certification
      Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.




(b)
    Reports
      on Form 8-K:




None.







12





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




**PACIFIC COAST
      NATIONAL BANCORP**May 13, 2005
    By:
    /s/ Colin M.
  ForknerColin M. Forkner
      Chief Executive Officer


May 13, 2005
    By:
    /s/ Terry A. StalkTerry A. Stalk
      Chief Financial Officer
      (Chief Accounting
Officer)






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