**UNITEDSTATES****SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20006**

**FORM 10-K/A**

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year endedDecember 31, 2006**

**Commission File Number 0-51678**

**COMMUNITYVALLEY BANCORP**

(Exact name of registrant as specified in itscharter)

| **California**                             |   | **68-0479553**                         |
|--------------------------------------------|--------|----------------------------------------|
| State of  incorporation                    |   | I.R.S. Employer  Identification Number |
|                                       |   |                                   |
| **2041  Forest Avenue  Chico, California** |   | **95928**                              |
| Address of  principal executive offices    |   | Zip Code                               |

 

**(530) 899-2344**

Registrant’s telephone number, including areacode

Securities registered pursuant to Section 12(b) ofthe Act: **Common Stock, No Par Value**

Securities registered pursuant to Section 12(g) ofthe Act: **None**

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Indicate by check mark if theregistrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes  o    No  x

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Exchange Act.

Yes  o    No  x

Indicate by check mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

Yes  x    No  o

Check if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis form 10-K. o

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act)
| Large  accelerated filer  o |   | Accelerated  filer  x |   | Non-accelerated  filer  o |
|---------------------------------------|--------|---------------------------------|--------|-------------------------------------|

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes  o    No  x

As of June 30, 2006, the aggregate market value of the voting stock heldby non-affiliates of the Registrant was approximately $82.4 million, based onthe sales price reported to the Registrant on that date of $17.00 per share.

Shares of Common Stock held by each officer and director and each personowning more than five percent of the outstanding Common Stock have beenexcluded in that such persons may be deemed to be affiliates. Thisdetermination of the affiliate status is not necessarily a conclusivedetermination for other purposes.

The number of shares of Common Stock of the registrant outstanding as ofFebruary 28, 2007 was 7,476,133.

**DOCUMENTS INCORPORATED BYREFERENCE**

Portions of the Proxy Statement relating to the Annual Meeting ofShareholders to be held on June 6, 2007, are incorporated by reference intoPart III of this Report.

 

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**ExplanatoryNotes**

Subsequent to the filingof the December 31, 2006 10-K the Company became aware of an inadvertentomission in the certifications of the CEO and CFO in exhibits 31.1 and 31.2.Specifically, the reference to internal control in item 4 and subparagraph4.(b) were not included in the original filing.

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**PART IV**

**Item 15. Exhibits**
| Exhibit Number | ** ** | ** **                                                                                           |
|----------------|------------|------------------------------------------------------------------------------------------------------|
|           |       |                                                                                                 |
| (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. |

 

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**SIGNATURES**

Pursuantto the requirements of Section 13 or 15(d) of the Securities and Exchange Actof 1934, the Registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized.
| Dated: May 17, 2007 | ** ** | **COMMUNITY VALLEY BANCORP** |
|---------------------|------------|------------------------------|
|                |       | a California corporation     |
|                |       |                         |
|                |       | By                           | */s/ Keith C. Robbins* | * * |
|                |       |                         | Keith C. Robbins |
|                |       |                         | President and Chief Executive Officer |
|                |       |                         |
|                |       | By                           | */s/ John F. Coger* | * * |
|                |       |                         |   | John F. Coger |
|                |       |                         |   | Executive Vice President   Chief Financial Officer and   Chief Operating Officer |
|                     |            |                              |  |  |  |  |  |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the registrant and inthe capacities and on the dates indicated.
| Signature               | ** ** | **Title** | ** **                        | **Date** |
|-------------------------|------------|-----------|-----------------------------------|----------|
|                    |       |      |                              |     |
| */s/ M. Robert Ching*   | * *   |      | Director                          |     | May 17, 2007 |
| M. Robert Ching         |       |      |                              |     |   |
|                    |       |      |                              |     |   |
| */s/ John F. Coger*     | * *   | * *  | Executive Vice President, CFO/COO |     | May 17, 2007 |
| John F. Coger           |       |      | and Director                      |     |   |
|                    |       |      |                              |     |   |
| */s/Eugene B. Even*     | * *   |      | Director                          |     | May 17, 2007 |
| Eugene B. Even          |       |      |                              |     |   |
|                    |       |      |                              |     |   |
| */s/ John D. Lanam*     | * *   |      | Director                          |     | May 17, 2007 |
| John D. Lanam           |       |      |                              |     |   |
|                    |       |      |                              |     |   |
| */s/ Donald W. Leforce* | * *   |      | Chairman of the Board             |     | May 17, 2007 |
| Donald W. Leforce       |       |      |                              |     |   |
|                    |       |      |                              |     |   |
| */s/ Charles Mathews*   | * *   |      | Director                          |     | May 17, 2007 |
| Charles Mathews         |       |      |                              |     |   |
|                    |       |      |                              |     |   |
| */s/ Ellis L. Matthews* | * *   |      | Director                          |     | May 17, 2007 |
| Ellis L. Matthews       |       |      |                              |     |   |
|                    |       |      |                              |     |   |
| */s/ Luther McLaughlin* | * *   |      | Director                          |     | May 17, 2007 |
| Luther McLaughlin       |       |      |                              |     |   |
|                    |       |      |                              |     |   |
| */s/ Robert L. Morgan*  | * *   |      | Director                          |     | May 17, 2007 |
| Robert L. Morgan        |       |      |                              |     |   |
|                    |       |      |                              |     |   |
| */s/ Keith C. Robbins*  | * *   | * *  | President, Chief Executive        |     | May 17, 2007 |
| Keith C. Robbins        |       |      | Officer and Director              |     |   |
|                    |       |      |                              |     |   |
| */s/ James S. Rickards* | * *   |      | Director and                      |     | May 17, 2007 |
| James S. Rickards       |       |      | Corporate Secretary               |     |   |
|                    |       |      |                              |     |   |
| */s/ Gary B. Strauss*   | * *   |      | Director                          |     | May 17, 2007 |
| Gary B. Strauss         |       |      | Vice Chairman                     |     |   |
|                    |       |      |                              |     |   |
|                    |       |      |                              |     |   |
| */s/ Hubert Townshend*  | * *   | * *  | Director                          |     | May 17, 2007 |
| Hubert Townshend        |       |      |                              |     |   |

 

 

 

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