UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2004 [ ] 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: 000-49892 PACIFIC STATE BANCORP --------------------- (Exact name of Registrant as specified in its charter) California 61-1407606 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1889 W. March Lane Stockton, CA 95207 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (209) 870-3213 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value per share As of June 30, 2005, there were 3,481,552 shares of the Registrant's Common Stock outstanding. 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 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference to Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 126-2 of the Exchange Act. Yes [ ] No [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $25,174,232 as of June 30, 2005 which was calculated based on the last reported sale of the Company's Common Stock prior to June 30, 2005. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose. 1 EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K of Pacific State Bancorp for the year ended December 31, 2004 is being filed solely for the purpose of filing a signed copy of the report of the Company's independent registered public accounting firm included in Exhibit 13. An unsigned copy was filed inadvertently with the Company's original Form 10-K filing on March 31, 2005. 2 SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: September 16, 2005 PACIFIC STATE BANCORP By: /s/ STEVEN A. ROSSO ----------------------------------- Steven A. Rosso President/Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: September 16, 2005 By: /s/ STEVEN A. ROSSO ----------------------------------- Steven A. Rosso President and Chief Executive Officer Director Date: September 16, 2005 By: /s/ JOANNE ROBERTS ----------------------------------- JoAnne Roberts Vice President/CFO (Principal Financial Officer) (Principal Accounting Officer) Date: September 16, 2005 By: ----------------------------------- Michael L. Dalton Director and Vice Chairman Chairman of the Audit Committee Date: September 16, 2005 By: /s/ HAROLD HAND ----------------------------------- Harold Hand Director and Chairman of the Board Date: September 16, 2005 By: /s/ PATRICIA A. HATTON ----------------------------------- Patricia A. Hatton Director and Chairperson of the Director Loan Committee Date: September 16, 2005 By: /s/ STEVEN J. KIKUCHI ----------------------------------- Steven J. Kikuchi Director and Secretary of the Board Date: September 16, 2005 By: ----------------------------------- Maxwell Freeman Director Date: September 16, 2005 By: ----------------------------------- Yoshikazu Mataga Director 3 Date: September 16, 2005 By: /s/ GARY A. STEWART ----------------------------------- Gary A. Stewart Executive Vice President/CLO Director Date: September 16, 2005 By: /s/ KATHLEEN VERNER ----------------------------------- Kathleen Verner Director Date: September 16, 2005 By: ----------------------------------- Philip B. Wallace Director 4