10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

Amendment No. 1

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended September 30, 2007

or

¨ 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: 0-27384

CAPITAL CORP OF THE WEST

(Exact name of registrant as specified in its charter)

California	77-0405791
(State or other jurisdiction of incorporation or organization)	IRS Employer ID Number

550 West Main, Merced, CA  95340

(Address of principal executive offices)

Registrant’s telephone number, including area code: (209) 725-2200

Former name, former address and former fiscal year, if changed since last report:   Not applicable

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 þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.  Large accelerated filer   ¨   Accelerated filer þ   Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The number of shares outstanding of the registrant’s common stock, no par value, as of November 6, 2007 was 10,789,944.  No shares of preferred stock, no par value, were outstanding at November 6, 2007.

Explanatory Note.

Capital Corp of the West is filing this amendment to its Form 10-Q for the period ended September 30, 2007, filed on November 9, 2007 (the “Report”), as an exhibit-only filing.  Included as an exhibit in this filing is Amendment No. 1 to Stock Purchase Agreement dated October 5, 2007, between Capital Corp of the West and Bay View Funding.  This document amended the Stock Purchase Agreement dated October 5, 2007, between Capital Corp of the West and Bay View Funding.  The Stock Purchase Agreement was filed as an exhibit in the Report filed on November 9, 2007.  The Company has determined that it should file the amendment.  This filing also includes new certifications as Exhibits 31.1, 31.2, 32.1 and 32.2.

This amendment to the Report does not alter any part of the content of the Report, except as provided herein. This amendment continues to speak as of the date of the Report. We have not updated the disclosures contained in the Report to reflect any events that occurred at a date subsequent to the filing of the Report.

Item 6. Exhibits

See Exhibit Index

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, thereunto duly authorized.

CAPITAL CORP OF THE WEST

(Registrant)

Date: February 4, 2008	By:  /s/  Thomas T. Hawker
	Thomas T. Hawker
	President and
	Chief Executive Officer

Date: February 4, 2008	By:  /s/  David A. Heaberlin
	David A. Heaberlin
	Chief Financial Officer/Treasurer

Exhibit Index

Exhibit	Description
2.1	Purchase and Assumption Agreement by and between National Bank of Arizona and County Bank dated June 11, 2007 (incorporated by reference to Exhibit 2.1 to report on Form 8-K of the registrant filed November 8, 2007).
2.2	Stock Purchase Agreement between Capital Corp of the West and Bay View Funding (incorporated by reference to Exhibit 2.2 of the report on Form 10-Q filed November 9, 2007.
2.3	Amendment No. 1 to Stock Purchase Agreement between Capital Corp of the West and Bay View Funding dated October 5, 2007
31.1	Certification of Registrant's Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Registrant's Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Registrant’s Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2	Certification of Registrant’s Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

EX-2.3

   Exhibit 2.3

AMENDMENT NO. 1 TO

STOCK PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (“AMENDMENT”) is made and entered into this October 5, 2007, by and among Capital Corp of the West, a California bank holding company (“Buyer”), Bay View Funding, a California corporation, and Vince Narez.

In accordance with Section 11.1 of the Stock Purchase Agreement by and among the parties dated July 20, 2007:

1.Section 3.1 of such Stock Purchase Agreement is hereby amended to read in its entirety as follows:

3.1Closing Date.  The closing date with respect to the transactions provided for in this Agreement shall be October 1, 2007 (the “Closing Date”).

2.Paragraph 1 of Exhibit 2.2 of such Stock Purchase Agreement is hereby amended to read in its entirety as follows:

1.There will be a payment at Closing (the “Closing Payment”) in an amount equal to 85% of 3.25 times the trailing twelve months earnings of Company before interest, taxes, depreciation and amortization (the “EBITDA”) as calculated as of April 30, 2007 at $4,225,044.54.  Such Closing Payment shall be payable in the form of cash and promissory notes as follows:

(a)   Shareholder Vince Narez shall receive a promissory note from Buyer in the amount of three million two hundred fifty thousand dollars ($3,250,000.00);

(b)   Shareholder Edward H. Sondker, Trustee under the Edward H. Sondker Revocable Trust, shall receive a promissory note from Buyer in the amount of two-hundred fifty thousand dollars ($250,000);

(c)   Shareholder Matthew Carpenter shall receive a promissory note from Buyer in the amount of two- hundred fifty thousand dollars ($250,000.00);

(d)   Shareholder Howard Koenig shall receive a promissory note from Buyer in the amount of two-hundred fifty thousand dollars ($250,000.00).

(e)   The remainder of the Closing Payment shall be paid by Buyer in cash pursuant to Exhibit X to this Amendment.

Said EBITDA could be subjected to certain adjustments for non-recurring items, extraordinary revenue and expenses, and known material changes each as identified during the due diligence process and mutually agreed to by the parties in writing prior to the Closing.  The parties expressly agree that no allocation of expenses or overhead from Buyer will be included unless mutually agreed in writing by both parties prior to the Closing.  For purposes of the computations detailed in sections 3 and 4 below, the Earn Out calculations begin the day following the Closing Date.  Set forth in Attachment 2.2 are examples of the calculation of EBITDA for illustrative purposes.

3.No other changes are intended with respect to the Stock Purchase Agreement or any Exhibits thereto.

The undersigned, intending to be legally bound hereby, have duly executed and delivered this Amendment as of the date first above written.

CAPITAL CORP OF THE WEST

BY:  /s/   Thomas T. Hawker                                                                

Thomas T. Hawker

President & Chief Executive Officer

BAY VIEW FUNDING

BY:  /s/    Vince Narez                                                                

Vince Narez

President & Chief Executive Officer

SHAREHOLDER REPRESENTATIVE:BY:  /s/    Vince Narez

Vince Narez

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Thomas T. Hawker, certify that:

1.   I have reviewed this report on Form 10-Q/A of Capital Corp of the West (“Registrant”) for the third quarter of 2007;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Omitted because this report contains no financial statements or financial information.

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.		Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the third quarter of 2007 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 4, 2008	By:  /s/  Thomas T. Hawker
	Thomas T. Hawker
	President and
	Chief Executive Officer

EX-31.2

 Exhibit  31.2

CERTIFICATIONS

I, David A. Heaberlin, certify that:

1.   I have reviewed this report on Form 10-Q/A of Capital Corp of the West (“Registrant”) for the third quarter of 2007;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Omitted because this report contains no financial statements or financial information

4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,  to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the third quarter of 2007 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 4, 2008	By:  /s/  David A. Heaberlin
	David A. Heaberlin
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Capital Corp of the West (the "Company") on Form 10-Q/A for the quarter ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas T. Hawker, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           The Report fully complies with the requirements of Section 13(a) or15(d) of the Securities Exchange Act of 1934; and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  February 4, 2008	By:  /s/  Thomas T. Hawker
	Thomas T. Hawker
	President and
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Report of Capital Corp of the West (the "Company") on Form 10-Q/A for the quarter ended September 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David A. Heaberlin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 4, 2008	By:  /s/  David A. Heaberlin
	David A. Heaberlin
	Chief Financial Officer