UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~May 217, 2010

1st Pacific Bancorp

(Exact name of registrant as specified in its charter)

California	001-33890	20-5738252
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

9333 Genesee, Suite 300

San Diego, California 92121

(Address of principal executive offices, Zip Code)

(858) 875-2000

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.0203 ~~Results~~– ofBankruptcy ~~Operations~~or ~~and Financial Condition~~Receivership.

On ~~January~~May 277, 2010, 1st Pacific ~~Bancorp~~Bank of California (the “~~Company~~Bank”), ~~“we”,~~the ~~“our”~~principal oroperating subsidiary of 1st Pacific Bancorp (the “usCompany”), ~~announced~~was ~~selected~~closed ~~financial~~by the ~~results~~California asDepartment of ~~and~~Financial ~~for~~Institutions, ~~the quarter~~ and ~~year~~the ~~ended~~Federal ~~December 31, 2009. A~~Deposit ~~copy~~Insurance ofCorporation ~~the~~(“FDIC”) ~~related~~was ~~press~~appointed ~~release~~as isreceiver ~~attached~~of ~~hereto~~the ~~as Exhibit 99~~Bank.1.

~~Further~~As ~~information~~indicated ~~required~~in bythe ~~this~~FDIC ~~item~~press isrelease ~~disclosed~~dated ~~under~~May 7, ~~Item~~2010, ~~4.02~~subsequent ~~below~~to the closure, City National Bank, Los Angeles, CA assumed all of the deposits of the Bank, and ~~incorporated~~purchased essentially all of the Bank’s assets in a transaction facilitated by ~~reference~~the FDIC.

~~Item~~On ~~3.01~~May 10, ~~Notice~~2010, the six branch offices of ~~Delisting~~the orBank ~~Failure~~reopened as tobranches ~~Satisfy~~of aCity ~~Continued~~National ~~Listing~~Bank. Customers who ~~Rule~~have questions about the foregoing matters, or ~~Standard;~~who ~~Transfer~~would like more information about the closure of ~~Listing~~the Bank, can visit the FDIC’s Internet website located at http://www.fdic.gov/bank/individual/failed/1stpacific.html or call the FDIC toll-free at 1-866-674-8944.

WeAs ~~notified~~a ~~the~~result ~~Nasdaq~~of ~~Stock~~the ~~Market~~FDIC ~~LLC~~being ~~(“Nasdaq”)~~appointed onreceiver ~~January 27, 2010,~~ of ~~our intent to file a Form 25 with~~ the ~~Securities~~Bank, ~~and Exchange~~the ~~Commission~~Company onhas ~~February 8,~~ceased ~~2010,~~virtually toall ~~delist~~business ~~our~~activity ~~Common~~and ~~Stock,~~operations ~~no par value~~ (~~“Common~~since the ~~Stock”),~~Bank ~~from~~was ~~Nasdaq~~the ~~effective~~Company’s 10only ~~days~~source ~~after~~of ~~the~~revenue) ~~filing~~and of the ~~Form 25. We~~Company ~~have~~will ~~decided to voluntarily delist from~~be ~~Nasdaq~~considering aswhether ~~part~~to offile ~~our~~a ~~overall~~petition ~~strategy~~in ofBankruptcy ~~conserving resources and improving cost effectiveness~~Court.

AsItem ~~previously~~2.04 ~~disclosed~~- onTriggering ~~December 11,~~Events ~~2009, we received two letters from Nasdaq notifying us~~ that weAccelerate ~~are~~or ~~failing~~Increase toa ~~meet~~Direct ~~the~~Financial ~~minimum~~Obligation ~~bid price~~or ~~requirement~~an ofObligation $1under ~~per~~an ~~share~~Off-Balance ~~for~~Sheet ~~continued listing, and the minimum market value of publicly held shares requirement of at least Five Million Dollars ($5,000,000)~~Arrangement.

~~Pursuant~~In ~~to the Form~~March 252009, ~~our~~the ~~Common~~Company ~~Stock~~exercised ~~will~~its noright ~~longer~~to bedefer ~~traded~~interest onpayments ~~Nasdaq~~under ascertain ofjunior subordinated debentures (the ~~tenth~~“Debentures”) with ~~day~~a ~~after~~total ~~the~~principal ~~Form 25~~balance isof ~~filed~~$5 million, which ~~we expect~~it tomay bedo ~~February 18,~~for ~~2010~~up to 20 consecutive quarters. ~~We are~~However, ~~working~~as ~~with~~ a result ~~market~~of ~~maker~~the toappointment ~~have~~of ~~our~~the ~~Common~~FDIC ~~Stock~~as ~~quoted~~receiver onfor the ~~OTC Bulletin~~Bank, ~~Board. We~~an ~~will~~event ~~continue to file~~of ~~periodic~~default ~~reports~~has ~~with~~occurred under the ~~Securities~~Debentures, and ~~Exchange~~the ~~Commission~~entire ~~pursuant~~outstanding ~~to the~~balance ~~requirements~~plus ofaccrued ~~Section 12(g) of~~interest ~~the~~has ~~Securities~~become ~~Exchange~~ipso ~~Act~~facto ofimmediately ~~1934, as~~due ~~amended~~and payable.

~~Also~~Item ~~on January 27, 2010, we issued a press release announcing that we sent the aforementioned notice to Nasdaq~~8.01 ~~The~~– ~~full~~Other ~~text of the press release issued in connection with the announcement is furnished as Exhibit 99~~Events.~~1 and is incorporated herein by reference.~~

~~Item~~As 4of May 10, 2010: (i) the Company’s primary assets, excluding its investment in the Bank and its investment in FPBN Trust 1, which investments are expected to be written off completely, consisted primarily of cash and cash equivalents of approximately $50,000; and (ii) the Company’s principal liabilities are $5.~~02.~~3 ~~Non-Reliance~~million of principal and accrued interest on ~~Previously~~the Debentures ~~Issued~~issued ~~Financial~~to ~~Statements~~the orTrust. As anoted in ~~Related~~Item ~~Audit~~1.03 ~~Report~~– orBankruptcy ~~Completed~~and ~~Interim~~Receivership, ~~Review~~which is incorporated herein, the Company has ceased operations and will be considering whether to file a petition in Bankruptcy Court.

On January 21, 2010, our board of directors (the “Board”), in consultation with our management, and after working closely with our regulators, the Federal Reserve Bank of San Francisco and the California Department of Financial Institutions, determined that the previously issued consolidated financial statements for the quarter ended September 30, 2009, contained in our Quarterly Report on Form 10-Q filed November 16, 2009, should be restated, primarily to reflect an additional provision to our allowance for loan losses of $8.8 million and to increase the valuation allowance for deferred tax assets by $5.3 million. Accordingly, the previously issued consolidated financial statements for such period should not be relied upon.2

~~The~~CAUTION ~~increase in the provision for loan~~REGARDING ~~losses~~FORWARD-LOOKING ~~for the quarter ended September 30, 2009, resulting from this restatement, amounts to approximately $8.8 million and is the consequence of two significant factors:~~STATEMENTS

2This Current Report on Form 8-K, including the exhibits hereto, may contain forward-looking statements that are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this Current Report on Form 8-K are not historical facts, do not constitute guarantees of future performance and are based on numerous assumptions which, while believed to be reasonable, may not prove to be accurate. These forward-looking statements include, but are not limited to, the effect of interest rate and currency exchange fluctuations; competition in the financial services market for both deposits and loans; the effect of regulatory and legislative action; regional and general economic conditions; and certain assumptions upon which such forward-looking statements are based. The forward-looking statements in this Current Report on Form 8-K do not constitute guarantees of future performance and involve a number of factors that could cause actual results to differ materially, including risks more fully described in 1st Pacific Bancorp’s previous SEC filings. 1st Pacific Bancorp assumes no obligation to update any forward-looking information contained in this Current Report or with respect to the announcements described herein.

· to enhance the Bank’s process for determining, documenting and recording an adequate allowance for loan losses (the “ALLL”), the Bank adopted a new model and, working closely with the Bank’s regulators, determined that the new methodology should be adopted and reflected in the quarterly results for September 30, 2009, resulting in an increase of approximately $3.4 million to the ALLL, andSIGNATURES

~~· as~~Pursuant ato ~~result of~~ the ~~determination~~requirements toof ~~restate~~ the ~~September results,~~ inSecurities ~~accordance~~Exchange ~~with~~Act ~~Financial~~of ~~Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 855~~1934, ~~“Subsequent Events,”~~ the ~~Bank~~registrant ~~reassessed~~has ~~its~~duly ~~evaluation~~caused ofthis ~~potential~~report ~~impairment losses required by~~to ~~ASC~~be ~~Topic~~signed ~~310, “Receivables,”~~ on ~~two~~its ~~specific loans~~behalf ~~and~~by ~~determined that an additional impairment allocation of approximately $5.3 million was necessary due to current information obtained regarding~~ the ~~valuation~~ ofundersigned ~~the~~hereunto ~~underlying~~duly ~~loan collateral~~authorized.

Furthermore, as a result of the increase in the Company’s reported losses, we increased the valuation allowance on deferred tax assets, which resulted in an increase in deferred tax expense of approximately $5.3 million.

	1st Pacific Bancorp


Date: May 12, 2010	By:	/s/ James H. Burgess
		James H. Burgess
		Principal Accounting Officer

Finally, in regards to the two impaired loans mentioned above, the Company increased reported impairment write downs, or charge-offs, by approximately $6.9 million for the quarter ended September 30, 2009, approximately $1.6 million of which had been previously recognized as impairment reserves in the allowance for credit losses at September 30, 2009.3

The changes noted above will be reflected in a Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2009, which we intend to file with the Securities and Exchange Commission as soon as practicable. In that report, we expect to report a net loss of approximately $15.9 million (or $3.19 diluted loss per share) for the quarter ended September 30, 2009 rather than the previously reported net loss of $1.9 million (or $0.37 diluted loss per share), and a net loss for the first nine months of 2009 of approximately $17.2 million (or $3.45 diluted loss per share) rather than the previously reported net loss of $3.1 million (or $0.63 diluted loss per share).

The Board, through its audit committee, has discussed with Vavrinek, Trine, Day & Co., LLP, who serves as our current independent registered public accounting firm, the matters disclosed in this report on Form 8-K.

Item 8.01 Other Events.

On January 21 2010, Paula Berggren, age 52, was appointed as our new Executive Vice President and Chief Credit Officer. Ms. Berggren is expected to serve on the Bank’s Loan Committee. Ms. Berggren brings vast experience in community bank credit administration, including banks challenged by adverse economic conditions. Most recently, from 2006 to 2009, Ms. Berggren served as executive vice president and chief credit officer of First Business Bank, which previously operated under a consent order. Prior to First Business Bank, Mr. Berggren served as managing director of business banking for First Republic Bank of San Francisco from 2001 to 2006. From 1992 until 2001, she served as senior vice president of credit administration for the Bank of San Francisco where she helped guide the bank back to profitability after it had received a regulatory order. Before that, she was head of real estate group at the Chicago office of the Resolution Trust Corp., in charge of the disposition of distressed real estate assets.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by 1st Pacific Bancorp on January 27, 2010

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the exhibits hereto, may contain forward-looking statements that are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this Current Report on Form 8-K are not historical facts, do not constitute guarantees of future performance and are based on numerous assumptions which, while believed to be reasonable, may not prove to be accurate. These forward-looking statements include, but are not limited to, the effect of interest rate and currency exchange fluctuations; competition in the financial services market for both deposits and loans; the effect of regulatory and legislative action; regional and general economic conditions; and certain assumptions upon which such forward-looking statements are based. The forward-looking statements in this Current Report on Form 8-K do not constitute guarantees of future performance and involve a number of factors that could cause actual results to differ materially, including risks more fully described in 1st Pacific Bancorp’s most recently filed Quarterly Report on Form 10-Q and Annual Report on Form 10-K. 1st Pacific Bancorp assumes no obligation to update any forward-looking information contained in this Current Report or with respect to the announcements described herein.

SIGNATURES

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

	1st Pacific Bancorp
Date: January 27, 2010	By:	/s/ James H. Burgess
		James H. Burgess
		Executive Vice President
		Chief Financial Officer
		Principal Accounting Officer

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