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

~~November~~July 115, ~~2010~~2011

Date of Report (Date of earliest event reported)

Northern California Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

California

(State or Other Jurisdiction of Incorporation)

000-27666		77-0421107
(Commission File Number)		(IRS Employer Identification No.)
601 Munras Avenue		93940
(Address of Principal Executive Office)		(Zip Code)

601 Munras Avenue		93940
(Address of Principal Executive Office)		(Zip Code)

831-649-4600

(Registrant’s Telephone Number, Including Area Code)

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:

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 1.01 Entry into a Material Definitive Agreement.

Northern California Bancorp (the “Company”) files this Current Report on Form 8-K to report that ~~the Company and~~ its wholly -owned subsidiary, Monterey County Bank (the “Bank”), ~~have~~ entered into ~~and closed~~ an agreement (the “Agreement”) ~~to sell~~with ~~certain~~First ofFoundation ~~its~~Bank ~~merchant~~(“First”) ~~credit~~to ~~card~~settle ~~processing~~litigation ~~accounts~~related to ~~Elavon, Inc. (“Elavon”)~~two ~~for~~loan $1participations purchased by First. The Agreement,~~850,000,~~ ~~effective~~which aswas offiled ~~November~~with and approved by the court on July 115, ~~2010. The~~2011, ~~Agreement~~ calls for the Bank to ~~receive an~~pay ~~initial~~First ~~payment of~~ $14,~~000~~183,~~000~~407.66 atfor ~~closing,~~its ~~with~~interest ~~$800,000~~in ~~due~~the ~~within~~properties ~~thirty (30)~~securing ~~days~~the ofloan ~~the~~participations, ~~Bank~~interest, ~~attaining~~cost, aand ~~Leverage~~legal ~~Capital~~fees. The ~~Ratio~~Bank ofwill ~~9%,~~receive aproperties ~~payment $50,000~~with ~~due~~current ~~upon~~market ~~the~~value ~~completion~~totaling of$1,816,696.47, ~~the~~an ~~transition~~assignment of ~~the~~a ~~merchant~~judgment ~~accounts purchased~~in tothe ~~Elavon’s~~amount ~~processing~~of ~~system~~$4,180,196.62 and ~~the~~recorded ~~Bank~~a ~~will~~charge ~~share~~to inearnings ~~the~~of ~~monthly net~~$2,366,711.19 ~~income~~in of the ~~accounts~~second ~~sold~~quarter.

~~Item 2.01 Completion of Acquisition or Disposition of Assets.~~SIGNATURE

~~The discussion~~Pursuant ~~under~~to ~~Item~~the ~~1.01~~requirements ~~set~~of ~~forth~~the ~~above~~Securities isExchange ~~hereby~~Act ~~incorporated~~of by1934, the registrant has duly caused this ~~reference~~ asreport ifto ~~fully~~be ~~set~~signed ~~forth~~on ~~hereat~~its behalf by the undersigned hereunto duly authorized.

SIGNATURE

Dated: July 22, 2011	NORTHERN CALIFORNIA BANCORP


		By:	/s/ Charles T. Chrietzberg, Jr.
			Chief Executive Officer and President

~~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.~~2

Dated: November 8, 2010	NORTHERN CALIFORNIA BANCORP
	By:	/s/ Charles T. Chrietzberg, Jr.
		Charles T. Chrietzberg, Jr.
		Chief Executive Officer and President

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