As filed with the Securities and Exchange Commission on August 14, 2006
                                                 Registration No. ____- ________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8
             Registration Statement Under The Securities Act of 1933

                               SAN JOAQUIN BANCORP
             (Exact name of Registrant as specified in its charter)

               California                         20-5002515
          --------------------               --------------------
     (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)           Identification No.)

                               1000 Truxtun Avenue
                              Bakersfield, CA 93301
                    (Address of principal executive offices)

                                 (661) 281-0360
              (Registrant's telephone number, including area code)

                            -------------------------

                      San Joaquin Bancorp Stock Option Plan
                  San Joaquin Bancorp 1999 Stock Incentive Plan
                            (Full Title of the Plans)

                            -------------------------

                                Stephen M. Annis
                               Corporate Secretary
                               1000 Truxtun Avenue
                              Bakersfield, CA 93301
                                 (661) 281-0360
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                   COPIES TO:
                             Timothy S. McCann, Esq.
                              John O. Sutton, Esq.
                   Kirkpatrick & Lockhart Nicholson Graham LLP
                      Four Embarcadero Center., 10th Floor
                             San Francisco, CA 94111
                            Telephone: (415) 249-1000
                            Facsimile: (415) 249-1001

                            -------------------------
<TABLE>
                                               CALCULATION OF REGISTRATION FEE
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Title of Securities to be      Amount to be           Proposed Maximum             Proposed Maximum            Amount of
       Registered             Registered(1)       Offering Price per Share     Aggregate Offering Price     Registration Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                         <C>                      <C>                          <C>
Common Stock, no par
value per share               689,150 Shares              $23.52 (2)               $16,205,397.65 (2)           $1,733.98
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This registration statement covers 89,100 shares of Common Stock that may
     be issued under the San Joaquin Bancorp Stock Option Plan and 357,415
     shares of Common Stock that may be issued under the San Joaquin Bancorp
     1999 Stock Incentive Plan. This registration statement also covers an
     indeterminate number of shares of Common Stock which may be issuable by
     reason of stock splits, stock dividends or similar transactions pursuant to
     Rule 416 of the Securities Act of 1933, as amended (the "Securities Act").

(2)  Approximately $23.515, calculated in accordance with Rule 457 (c) and (h)
     under the Securities Act, solely for the purpose of calculating the amount
     of registration fee. Computation based upon shares underlying awards to be
     made under: (a) the San Joaquin Bancorp Stock Option Plan as follows:

                            Offering Price      Aggregate
           No. of Shares       per Share      Offering Price       Fee

                6,000.00          $8.25         $49,500.00         $5.30
               14,520.00          $8.08        $117,321.60        $12.55
                4,500.00          $8.08         $36,360.00         $3.89
               12,780.00         $10.00        $127,800.00        $13.67

<PAGE>

               26,000.00         $15.00        $390,000.00        $41.73
                3,000.00         $15.00         $45,000.00         $4.82
               20,850.00         $12.00        $250,200.00        $26.77
                1,500.00         $12.00         $18,000.00         $1.93

               89,150.00                     $1,034,181.60       $110.66

     (b)  the San Joaquin Bancorp 1999 Stock Incentive Plan

                            Offering Price      Aggregate
           No. of Shares       per Share      Offering Price       Fee

               20,850.00         $10.65        $222,052.50        $23.76
                3,000.00         $10.65         $31,950.00         $3.42
                2,000.00         $12.00         $24,000.00         $2.57
                2,500.00         $11.00         $27,500.00         $2.94
               23,600.00         $10.00        $236,000.00        $25.25
                2,000.00         $10.25         $20,500.00         $2.19
                3,200.00         $10.00         $32,000.00         $3.42
               37,550.00          $8.25        $309,787.50        $33.15
                4,400.00          $8.25         $36,300.00         $3.88
                    0.00          $9.00              $0.00         $0.00
                    0.00          $9.00              $0.00         $0.00
               25,100.00          $9.50        $238,450.00        $25.51
                7,000.00         $10.45         $73,150.00         $7.83
                5,600.00          $9.50         $53,200.00         $5.69
                    0.00         $11.20              $0.00         $0.00
               30,100.00         $12.00        $361,200.00        $38.65
               10,000.00         $13.20        $132,000.00        $14.12
                    0.00         $13.00              $0.00         $0.00
                5,800.00         $15.50         $89,900.00         $9.62
               33,700.00         $21.50        $724,550.00        $77.53
               10,000.00         $23.65        $236,500.00        $25.31
                2,000.00         $21.63         $43,260.00         $4.63
                1,000.00         $22.25         $22,250.00         $2.38
                1,000.00         $21.00         $21,000.00         $2.25
                6,000.00         $21.00        $126,000.00        $13.48
                5,000.00         $26.00        $130,000.00        $13.91
               31,777.00         $26.25        $834,146.25        $89.25
                3,809.00         $28.87        $109,965.83        $11.77
                6,573.00         $26.25        $172,541.25        $18.46
                6,191.00         $28.87        $178,734.17        $19.12
                7,000.00         $27.00        $189,000.00        $20.22
                4,000.00         $31.00        $124,000.00        $13.27
               34,715.00         $34.00      $1,180,310.00       $126.29
                9,000.00         $37.40        $336,600.00        $36.02
                1,650.00         $35.00         $57,750.00         $6.18
                3,300.00         $35.00        $115,500.00        $12.36
                8,000.00         $35.05        $280,400.00        $30.00
              242,585.00         $34.63*     $8,400,718.55       $898.88

              600,000.00                    $15,171,216.05     $1,623.32

*    Pursuant to Rule 457(c), the average of the high (34.75) and low ($34.50)
     prices of the Registrant's Common Stock as reported on the OTC Bulletin
     Board on August 10, 2006

TOTAL (a) AND (b):

              689,150.00        $23.515     $16,205,397.65     $1,733.98

<PAGE>

                                EXPLANATORY NOTE

This Registration Statement on Form S-8 relates to 689,150 shares of the
Registrant's common stock without par value ("Common Stock"). 89,150 of the
shares of Common Stock are issuable pursuant to options issued or to be issued
under the San Joaquin Bancorp Stock Option Plan and 600,000 of the shares of
Common Stock are issuable pursuant to options issued or to be issued under the
1999 Stock Incentive Plan (collectively, the "Plans"). The Plans were assumed by
the Registrant pursuant to that certain Agreement and Plan of Reorganization by
and among San Joaquin Bank, San Joaquin Reorganization Corp. and the Registrant,
which assumption of the Plans became effective upon the consummation of the
reorganization on July 31, 2006.

On August 4, 2006 the Registrant filed a Form 8-K with the Securities and
Exchange Commission as notice that the Registrant is the successor issuer to San
Joaquin Bank pursuant to Rule 12g-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). As a result, the Registrant's
Common Stock is deemed to be registered under Section 12(g) of the Exchange Act,
and the Registrant will file reports, proxy statements and other information
with the Securities and Exchange Commission. Prior to the filing of the Form 8-K
(12g-3) on August 4, 2006, San Joaquin Bank filed reports pursuant to the
Exchange Act with the Federal Deposit Insurance Corporation.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

Information required by Part 1, Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
introductory Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Information required by Part I, Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
introductory Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant is subject to the informational and reporting requirements of
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents filed with the Commission by the
Registrant (Exchange Act File No. 000-52165) are incorporated in this
registration statement by reference:

     o    The Registrant's Current Report on Form 8-K, filed with the Commission
          pursuant to Rule 12(g)-3(a) dated August 3, 2006.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of the filing of such documents. Notwithstanding the foregoing, we
are not incorporating any document or information deemed to be furnished and not
filed in accordance with Commission rules. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

The company's authorized capital stock consists of 20,000,000 shares of Common
Stock and 5,000,000 shares of preferred stock, no par value per share
("Preferred Stock"). As of July 31, 2006, 3,477,722 shares of Common Stock were
issued and outstanding and no shares of Preferred Stock were designated or
outstanding.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders, except for the
election of directors where shareholders are entitled to vote cumulatively if a
shareholder gives notice of an intention to cumulate votes prior to the voting.
A shareholder voting cumulatively may cast votes equal to the number of shares
he, she or it owns times the number of directors to be elected in favor of one
nominee or allocate such votes among the nominees as he, she or it determines.
Subject to preferences that may be applicable to any outstanding shares of
Preferred Stock, the holders of Common Stock are entitled to receive ratably
such dividends as may be declared by the board of directors out of funds legally
available for distribution. In the event of a liquidation, dissolution or
winding up of the company, holders of the Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities and the liquidation
preferences, if any, of any outstanding shares of Preferred Stock. Holders of
Common Stock have no preemptive rights and no right to convert their Common
Stock into any other securities. There are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are fully paid and nonassessable.

PREFERRED STOCK

Pursuant to the company's Articles of Incorporation, the board of directors has
the authority, without further action by the shareholders, to issue up to
5,000,000 shares of Preferred Stock in one or more series and to fix the
designations, rights, preferences, privileges and restrictions granted to or
imposed on any unissued shares of Preferred Stock, including, dividend rights,
conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights of the Common
Stock. Depending upon the terms of Preferred Stock established by the board of
directors, any or all series of Preferred Stock may have preference over the
Common Stock with respect to dividends and other distributions and upon our
liquidation. Such provisions may also include restrictions on the ability of the
company to purchase shares of Common Stock or to purchase or redeem shares of a
particular series of authorized Preferred Stock. If any shares of Preferred
Stock are issued with voting powers, the voting power of the outstanding Common
Stock would be diluted.

ANTI-TAKEOVER PROVISIONS

The company's Articles of Incorporation and Bylaws include a number of
provisions that may have the effect of deterring hostile takeovers or delaying
or preventing changes in control or management of the company. For instance, the
company's Articles of Incorporation provides that all shareholder actions must
be effected at a duly called meeting of stockholders and not by a consent in
writing. In addition, the company's Bylaws limit who may call special meetings
of shareholders. The company's Bylaws also establish procedures, including
advance notice procedures, with regard to the nomination of candidates for
election of directors and shareholder proposals. Finally, the ability of the
board of directors to issue Preferred Stock from time to time as described above
has an anti-takeover effect because the board of directors' authority to act is
not conditioned on approval by the shareholders.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Articles of Incorporation and Bylaws provide for
indemnification of its officers and directors to the fullest extent permitted by
California law. Section 317 of the California Corporations Code governs
indemnification of the directors and officers of the Registrant, generally. The
Articles of Incorporation of the Registrant permit indemnification of officers
and directors in excess of the indemnification otherwise provided by Section
317, subject to the limits on such excess indemnification set forth in Section
204 of the California Corporations Code.

     Under this Section 317, officers and directors may be indemnified against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with proceedings other than derivative suits,
in which such persons were parties or threatened to be made parties. In order
for the corporation to make indemnification, there must be a determination by

<PAGE>

(a) a majority vote of a quorum of the Board of Directors, consisting of
directors who are not parties to such proceeding, (b) if such quorum of
directors is not obtainable, by independent legal counsel in a written opinion,
(c) approval of the shareholders pursuant to Section 153 of the California
Corporations Code, with the shares owned by the person to be indemnified not
being entitled to vote thereon, or (d) an order of the court in which such
proceeding is or was pending that the officer or director acted in good faith in
a manner such person reasonably believed to be in the best interests of the
corporation, and in the case of a criminal proceeding, such person had no
reasonable cause to believe the conduct of such person was unlawful. Section 317
further provides that indemnification may be paid in connection with derivative
suits, in the same manner as described above, except that, with respect to
derivative suits, the authority authorizing the indemnification must find that
such person acted in good faith, in a manner such person believed to be in the
best interests of the corporation and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position would use under the
circumstances. Court approval is required for indemnification of expenses or
amounts incurred in respect of any claim or matter in which a director or
officer has been adjudged to be liable to the corporation in the performance of
such person's duty to the corporation. No indemnification of expenses can be
made under Section 317 in settling or otherwise disposing of a threatened or
pending action, with or without action which is settled or otherwise disposed of
without court approval.

     The Registrant's Articles of Incorporation and Bylaws provide, among other
things, for the indemnification of the Registrant's directors, officers and
agents, and authorize the Board to pay expenses incurred by, or to satisfy a
judgment or fine rendered or levied against, such agents in connection with any
personal legal liability incurred by that individual while acting for the
corporation within the scope of his or her employment. Such provisions of the
Registrant's Articles of Incorporation and Bylaws are subject to certain
limitations imposed under state and federal law. It is the policy of the Board
of Directors that the Registrant's executive officers and directors shall be
indemnified to the maximum extent permitted under applicable law and the
Registrant's Articles of Incorporation and Bylaws. In addition, the Registrant
is authorized to purchase and maintain insurance on behalf of its directors and
officers against any liability asserted against them or incurred by them in such
capacity. The Registrant maintains a directors and officers liability insurance
policy that insures its directors and officers against certain liabilities.

     The Registrant's Articles of Incorporation also provide for the limitation
or elimination of personal liability of the corporation's directors to the
corporation or its shareholders for monetary damages, to the extent permitted by
California law. However, under federal law, the federal bank regulators may seek
monetary damages from bank or bank holding company directors in cases involving
gross negligence or any greater disregard of the duty of care, notwithstanding
any provisions of state law which may permit limitations on director liability
in such circumstances. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or persons
controlling the Registrant under the provisions in the Registrant's Articles of
Incorporation and Bylaws, the Registrant has been informed that, in the opinion
of the SEC, this kind of indemnification is against public policy as expressed
in the securities Act, and is therefore unenforceable. Reference is made to
"Undertakings" below with respect to the Registrant's undertaking concerning
indemnification for liabilities arising under the Securities Act.

ITEM 7.  EXEMPTION FORM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.  EXHIBITS.

The Exhibit Index immediately preceding the exhibits filed herewith is
incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

     2.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     4.   That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bakersfield, State of California, on this 14th day of
August, 2006.

                                       SAN JOAQUIN BANCORP



                                       By:           /s/ Bruce Maclin
                                           -------------------------------------
                                           Bruce Maclin, Chief Executive Officer
                                           (Principal Executive Officer)


                               POWER OF ATTORNEY

We, the undersigned officers and directors of San Joaquin Bancorp, do hereby
constitute and appoint Bart Hill or Stephen Annis, and each of them, as his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution for him or her in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
     Names                                         Title                              Date
     -----                                         -----                              ----
<S>                             <C>                                              <C>
                                  Chief Executive Officer, Chairman of the
/s/ Bruce Maclin                             Board and Director
---------------------------             (Principal Executive Officer)            August 14, 2006
Bruce Maclin


/s/ Bart Hill
---------------------------                President and Director                August 14, 2006
Bart Hill

                                     Executive Vice President, Corporate
/s/ Stephen Annis                   Secretary and Chief Financial Officer
---------------------------     (Principal Financial and Accounting Officer)     August 14, 2006
Stephen Annis


/s/ Donald S. Andrews
---------------------------                       Director                       August 14, 2006
Donald S. Andrews


/s/ Melvin D. Atkinson
---------------------------                       Director                       August 14, 2006
Melvin D. Atkinson


/s/ Louis J. Barbich
---------------------------                       Director                       August 14, 2006
Louis J. Barbich


/s/ Elvin G. Berchtold
---------------------------                       Director                       August 14, 2006
Elvin G. Berchtold

<PAGE>

/s/ Rogers Brandon
---------------------------                       Director                       August 14, 2006
Rogers Brandon


/s/ Jerry Chicca
---------------------------                       Director                       August 14, 2006
Jerry Chicca


/s/ Robert Montgomery
---------------------------                       Director                       August 14, 2006
Robert Montgomery


/s/ Virginia Moorhouse
---------------------------                       Director                       August 14, 2006
Virgina Moorhouse
</TABLE>
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                Description
------                -----------

4.1       San Joaquin Bancorp Stock Option Plan

4.2       San Joaquin Bancorp 1999 Stock Incentive Plan

5.1       Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP with respect to
          the legality of the shares being registered

23.1      Consent of Brown Armstrong Paulden McCown Starbuck & Keeter
          Accountancy Corporation

23.2      Consent of Kirkpatrick & Lockhart Nicholson Graham LLP (contained in
          Exhibit 5.1)

24.1      Power of Attorney (contained on signature page)
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 30218}]
{"company-data": {"conformed-name": "SAN JOAQUIN BANCORP", "cik": "0001368883", "assigned-sic": "6770", "irs-number": "205002515", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-136627", "film-number": "061032402"}, "business-address": {"street1": "1000 TRUXTUN AVENUE", "city": "BAKERSFIELD", "state": "CA", "zip": "93301", "phone": "661-281-0360"}, "mail-address": {"street1": "1000 TRUXTUN AVENUE", "city": "BAKERSFIELD", "state": "CA", "zip": "93301"}}
As filed with the Securities and Exchange Commission on August 14, 2006
                                                 Registration No. ____- ________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8
             Registration Statement Under The Securities Act of 1933

                               SAN JOAQUIN BANCORP
             (Exact name of Registrant as specified in its charter)

               California                         20-5002515
          --------------------               --------------------
     (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)           Identification No.)

                               1000 Truxtun Avenue
                              Bakersfield, CA 93301
                    (Address of principal executive offices)

                                 (661) 281-0360
              (Registrant's telephone number, including area code)

                            -------------------------

                      San Joaquin Bancorp Stock Option Plan
                  San Joaquin Bancorp 1999 Stock Incentive Plan
                            (Full Title of the Plans)

                            -------------------------

                                Stephen M. Annis
                               Corporate Secretary
                               1000 Truxtun Avenue
                              Bakersfield, CA 93301
                                 (661) 281-0360
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                   COPIES TO:
                             Timothy S. McCann, Esq.
                              John O. Sutton, Esq.
                   Kirkpatrick & Lockhart Nicholson Graham LLP
                      Four Embarcadero Center., 10th Floor
                             San Francisco, CA 94111
                            Telephone: (415) 249-1000
                            Facsimile: (415) 249-1001

                            -------------------------

                                               CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Title of Securities to be      Amount to be           Proposed Maximum             Proposed Maximum            Amount of
       Registered             Registered(1)       Offering Price per Share     Aggregate Offering Price     Registration Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par
value per share               689,150 Shares              $23.52 (2)               $16,205,397.65 (2)           $1,733.98
----------------------------------------------------------------------------------------------------------------------------
(1)  This registration statement covers 89,100 shares of Common Stock that may
     be issued under the San Joaquin Bancorp Stock Option Plan and 357,415
     shares of Common Stock that may be issued under the San Joaquin Bancorp
     1999 Stock Incentive Plan. This registration statement also covers an
     indeterminate number of shares of Common Stock which may be issuable by
     reason of stock splits, stock dividends or similar transactions pursuant to
     Rule 416 of the Securities Act of 1933, as amended (the "Securities Act").

(2)  Approximately $23.515, calculated in accordance with Rule 457 (c) and (h)
     under the Securities Act, solely for the purpose of calculating the amount
     of registration fee. Computation based upon shares underlying awards to be
     made under: (a) the San Joaquin Bancorp Stock Option Plan as follows:

                            Offering Price      Aggregate
           No. of Shares       per Share      Offering Price       Fee

                6,000.00          $8.25         $49,500.00         $5.30
               14,520.00          $8.08        $117,321.60        $12.55
                4,500.00          $8.08         $36,360.00         $3.89
               12,780.00         $10.00        $127,800.00        $13.67
26,000.00         $15.00        $390,000.00        $41.73
                3,000.00         $15.00         $45,000.00         $4.82
               20,850.00         $12.00        $250,200.00        $26.77
                1,500.00         $12.00         $18,000.00         $1.93

               89,150.00                     $1,034,181.60       $110.66

     (b)  the San Joaquin Bancorp 1999 Stock Incentive Plan

                            Offering Price      Aggregate
           No. of Shares       per Share      Offering Price       Fee

               20,850.00         $10.65        $222,052.50        $23.76
                3,000.00         $10.65         $31,950.00         $3.42
                2,000.00         $12.00         $24,000.00         $2.57
                2,500.00         $11.00         $27,500.00         $2.94
               23,600.00         $10.00        $236,000.00        $25.25
                2,000.00         $10.25         $20,500.00         $2.19
                3,200.00         $10.00         $32,000.00         $3.42
               37,550.00          $8.25        $309,787.50        $33.15
                4,400.00          $8.25         $36,300.00         $3.88
                    0.00          $9.00              $0.00         $0.00
                    0.00          $9.00              $0.00         $0.00
               25,100.00          $9.50        $238,450.00        $25.51
                7,000.00         $10.45         $73,150.00         $7.83
                5,600.00          $9.50         $53,200.00         $5.69
                    0.00         $11.20              $0.00         $0.00
               30,100.00         $12.00        $361,200.00        $38.65
               10,000.00         $13.20        $132,000.00        $14.12
                    0.00         $13.00              $0.00         $0.00
                5,800.00         $15.50         $89,900.00         $9.62
               33,700.00         $21.50        $724,550.00        $77.53
               10,000.00         $23.65        $236,500.00        $25.31
                2,000.00         $21.63         $43,260.00         $4.63
                1,000.00         $22.25         $22,250.00         $2.38
                1,000.00         $21.00         $21,000.00         $2.25
                6,000.00         $21.00        $126,000.00        $13.48
                5,000.00         $26.00        $130,000.00        $13.91
               31,777.00         $26.25        $834,146.25        $89.25
                3,809.00         $28.87        $109,965.83        $11.77
                6,573.00         $26.25        $172,541.25        $18.46
                6,191.00         $28.87        $178,734.17        $19.12
                7,000.00         $27.00        $189,000.00        $20.22
                4,000.00         $31.00        $124,000.00        $13.27
               34,715.00         $34.00      $1,180,310.00       $126.29
                9,000.00         $37.40        $336,600.00        $36.02
                1,650.00         $35.00         $57,750.00         $6.18
                3,300.00         $35.00        $115,500.00        $12.36
                8,000.00         $35.05        $280,400.00        $30.00
              242,585.00         $34.63*     $8,400,718.55       $898.88

              600,000.00                    $15,171,216.05     $1,623.32

*    Pursuant to Rule 457(c), the average of the high (34.75) and low ($34.50)
     prices of the Registrant's Common Stock as reported on the OTC Bulletin
     Board on August 10, 2006

TOTAL (a) AND (b):

              689,150.00        $23.515     $16,205,397.65     $1,733.98
EXPLANATORY NOTE

This Registration Statement on Form S-8 relates to 689,150 shares of the
Registrant's common stock without par value ("Common Stock"). 89,150 of the
shares of Common Stock are issuable pursuant to options issued or to be issued
under the San Joaquin Bancorp Stock Option Plan and 600,000 of the shares of
Common Stock are issuable pursuant to options issued or to be issued under the
1999 Stock Incentive Plan (collectively, the "Plans"). The Plans were assumed by
the Registrant pursuant to that certain Agreement and Plan of Reorganization by
and among San Joaquin Bank, San Joaquin Reorganization Corp. and the Registrant,
which assumption of the Plans became effective upon the consummation of the
reorganization on July 31, 2006.

On August 4, 2006 the Registrant filed a Form 8-K with the Securities and
Exchange Commission as notice that the Registrant is the successor issuer to San
Joaquin Bank pursuant to Rule 12g-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). As a result, the Registrant's
Common Stock is deemed to be registered under Section 12(g) of the Exchange Act,
and the Registrant will file reports, proxy statements and other information
with the Securities and Exchange Commission. Prior to the filing of the Form 8-K
(12g-3) on August 4, 2006, San Joaquin Bank filed reports pursuant to the
Exchange Act with the Federal Deposit Insurance Corporation.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

Information required by Part 1, Item 1 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
introductory Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Information required by Part I, Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with the
introductory Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant is subject to the informational and reporting requirements of
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents filed with the Commission by the
Registrant (Exchange Act File No. 000-52165) are incorporated in this
registration statement by reference:

     o    The Registrant's Current Report on Form 8-K, filed with the Commission
          pursuant to Rule 12(g)-3(a) dated August 3, 2006.

All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of the filing of such documents. Notwithstanding the foregoing, we
are not incorporating any document or information deemed to be furnished and not
filed in accordance with Commission rules. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4.  DESCRIPTION OF SECURITIES.

The company's authorized capital stock consists of 20,000,000 shares of Common
Stock and 5,000,000 shares of preferred stock, no par value per share
("Preferred Stock"). As of July 31, 2006, 3,477,722 shares of Common Stock were
issued and outstanding and no shares of Preferred Stock were designated or
outstanding.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the shareholders, except for the
election of directors where shareholders are entitled to vote cumulatively if a
shareholder gives notice of an intention to cumulate votes prior to the voting.
A shareholder voting cumulatively may cast votes equal to the number of shares
he, she or it owns times the number of directors to be elected in favor of one
nominee or allocate such votes among the nominees as he, she or it determines.
Subject to preferences that may be applicable to any outstanding shares of
Preferred Stock, the holders of Common Stock are entitled to receive ratably
such dividends as may be declared by the board of directors out of funds legally
available for distribution. In the event of a liquidation, dissolution or
winding up of the company, holders of the Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities and the liquidation
preferences, if any, of any outstanding shares of Preferred Stock. Holders of
Common Stock have no preemptive rights and no right to convert their Common
Stock into any other securities. There are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are fully paid and nonassessable.

PREFERRED STOCK

Pursuant to the company's Articles of Incorporation, the board of directors has
the authority, without further action by the shareholders, to issue up to
5,000,000 shares of Preferred Stock in one or more series and to fix the
designations, rights, preferences, privileges and restrictions granted to or
imposed on any unissued shares of Preferred Stock, including, dividend rights,
conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights of the Common
Stock. Depending upon the terms of Preferred Stock established by the board of
directors, any or all series of Preferred Stock may have preference over the
Common Stock with respect to dividends and other distributions and upon our
liquidation. Such provisions may also include restrictions on the ability of the
company to purchase shares of Common Stock or to purchase or redeem shares of a
particular series of authorized Preferred Stock. If any shares of Preferred
Stock are issued with voting powers, the voting power of the outstanding Common
Stock would be diluted.

ANTI-TAKEOVER PROVISIONS

The company's Articles of Incorporation and Bylaws include a number of
provisions that may have the effect of deterring hostile takeovers or delaying
or preventing changes in control or management of the company. For instance, the
company's Articles of Incorporation provides that all shareholder actions must
be effected at a duly called meeting of stockholders and not by a consent in
writing. In addition, the company's Bylaws limit who may call special meetings
of shareholders. The company's Bylaws also establish procedures, including
advance notice procedures, with regard to the nomination of candidates for
election of directors and shareholder proposals. Finally, the ability of the
board of directors to issue Preferred Stock from time to time as described above
has an anti-takeover effect because the board of directors' authority to act is
not conditioned on approval by the shareholders.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Articles of Incorporation and Bylaws provide for
indemnification of its officers and directors to the fullest extent permitted by
California law. Section 317 of the California Corporations Code governs
indemnification of the directors and officers of the Registrant, generally. The
Articles of Incorporation of the Registrant permit indemnification of officers
and directors in excess of the indemnification otherwise provided by Section
317, subject to the limits on such excess indemnification set forth in Section
204 of the California Corporations Code.

     Under this Section 317, officers and directors may be indemnified against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with proceedings other than derivative suits,
in which such persons were parties or threatened to be made parties. In order
for the corporation to make indemnification, there must be a determination by
(a) a majority vote of a quorum of the Board of Directors, consisting of
directors who are not parties to such proceeding, (b) if such quorum of
directors is not obtainable, by independent legal counsel in a written opinion,
(c) approval of the shareholders pursuant to Section 153 of the California
Corporations Code, with the shares owned by the person to be indemnified not
being entitled to vote thereon, or (d) an order of the court in which such
proceeding is or was pending that the officer or director acted in good faith in
a manner such person reasonably believed to be in the best interests of the
corporation, and in the case of a criminal proceeding, such person had no
reasonable cause to believe the conduct of such person was unlawful. Section 317
further provides that indemnification may be paid in connection with derivative
suits, in the same manner as described above, except that, with respect to
derivative suits, the authority authorizing the indemnification must find that
such person acted in good faith, in a manner such person believed to be in the
best interests of the corporation and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position would use under the
circumstances. Court approval is required for indemnification of expenses or
amounts incurred in respect of any claim or matter in which a director or
officer has been adjudged to be liable to the corporation in the performance of
such person's duty to the corporation. No indemnification of expenses can be
made under Section 317 in settling or otherwise disposing of a threatened or
pending action, with or without action which is settled or otherwise disposed of
without court approval.

     The Registrant's Articles of Incorporation and Bylaws provide, among other
things, for the indemnification of the Registrant's directors, officers and
agents, and authorize the Board to pay expenses incurred by, or to satisfy a
judgment or fine rendered or levied against, such agents in connection with any
personal legal liability incurred by that individual while acting for the
corporation within the scope of his or her employment. Such provisions of the
Registrant's Articles of Incorporation and Bylaws are subject to certain
limitations imposed under state and federal law. It is the policy of the Board
of Directors that the Registrant's executive officers and directors shall be
indemnified to the maximum extent permitted under applicable law and the
Registrant's Articles of Incorporation and Bylaws. In addition, the Registrant
is authorized to purchase and maintain insurance on behalf of its directors and
officers against any liability asserted against them or incurred by them in such
capacity. The Registrant maintains a directors and officers liability insurance
policy that insures its directors and officers against certain liabilities.

     The Registrant's Articles of Incorporation also provide for the limitation
or elimination of personal liability of the corporation's directors to the
corporation or its shareholders for monetary damages, to the extent permitted by
California law. However, under federal law, the federal bank regulators may seek
monetary damages from bank or bank holding company directors in cases involving
gross negligence or any greater disregard of the duty of care, notwithstanding
any provisions of state law which may permit limitations on director liability
in such circumstances. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or persons
controlling the Registrant under the provisions in the Registrant's Articles of
Incorporation and Bylaws, the Registrant has been informed that, in the opinion
of the SEC, this kind of indemnification is against public policy as expressed
in the securities Act, and is therefore unenforceable. Reference is made to
"Undertakings" below with respect to the Registrant's undertaking concerning
indemnification for liabilities arising under the Securities Act.

ITEM 7.  EXEMPTION FORM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8.  EXHIBITS.

The Exhibit Index immediately preceding the exhibits filed herewith is
incorporated herein by reference.

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

     2.   That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     3.   To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     4.   That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     5.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bakersfield, State of California, on this 14th day of
August, 2006.

                                       SAN JOAQUIN BANCORP

                                       By:           /s/ Bruce Maclin
                                           -------------------------------------
                                           Bruce Maclin, Chief Executive Officer
                                           (Principal Executive Officer)

                               POWER OF ATTORNEY

We, the undersigned officers and directors of San Joaquin Bancorp, do hereby
constitute and appoint Bart Hill or Stephen Annis, and each of them, as his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution for him or her in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Names                                         Title                              Date
     -----                                         -----                              ----
Chief Executive Officer, Chairman of the
/s/ Bruce Maclin                             Board and Director
---------------------------             (Principal Executive Officer)            August 14, 2006
Bruce Maclin

/s/ Bart Hill
---------------------------                President and Director                August 14, 2006
Bart Hill

                                     Executive Vice President, Corporate
/s/ Stephen Annis                   Secretary and Chief Financial Officer
---------------------------     (Principal Financial and Accounting Officer)     August 14, 2006
Stephen Annis

/s/ Donald S. Andrews
---------------------------                       Director                       August 14, 2006
Donald S. Andrews

/s/ Melvin D. Atkinson
---------------------------                       Director                       August 14, 2006
Melvin D. Atkinson

/s/ Louis J. Barbich
---------------------------                       Director                       August 14, 2006
Louis J. Barbich

/s/ Elvin G. Berchtold
---------------------------                       Director                       August 14, 2006
Elvin G. Berchtold
/s/ Rogers Brandon
---------------------------                       Director                       August 14, 2006
Rogers Brandon

/s/ Jerry Chicca
---------------------------                       Director                       August 14, 2006
Jerry Chicca

/s/ Robert Montgomery
---------------------------                       Director                       August 14, 2006
Robert Montgomery

/s/ Virginia Moorhouse
---------------------------                       Director                       August 14, 2006
Virgina Moorhouse
EXHIBIT INDEX

Exhibit
Number                Description
------                -----------

4.1       San Joaquin Bancorp Stock Option Plan

4.2       San Joaquin Bancorp 1999 Stock Incentive Plan

5.1       Opinion of Kirkpatrick & Lockhart Nicholson Graham LLP with respect to
          the legality of the shares being registered

23.1      Consent of Brown Armstrong Paulden McCown Starbuck & Keeter
          Accountancy Corporation

23.2      Consent of Kirkpatrick & Lockhart Nicholson Graham LLP (contained in
          Exhibit 5.1)

24.1      Power of Attorney (contained on signature page)