UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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~~June 3117, 2008

Belvedere SoCal (Exact Name of Registrant as Specified in Its Charter)

California (~~Exact Name~~State ofor ~~Registrant~~Other asJurisdiction ~~Specified~~of ~~in Its Charter~~Incorporation)

California

333-141453		20-8356735
(Commission File Number)		(IRS Employer Identification No.)


One Maritime Plaza, Suite 825, San Francisco, CA		94111
(Address of Principal Executive Offices)		(Zip Code)

(~~State~~415) ~~or Other~~434-1236 ~~Jurisdiction~~(Registrant’s ofTelephone ~~Incorporation~~Number, Including Area Code)

333-141453	20-8356735
(Commission File Number)	(IRS Employer Identification No.)

One Maritime Plaza, Suite 825, San Francisco, CA	94111
(Address of Principal Executive Offices)	(Zip Code)

(415) 434-1236

(Registrant’s Telephone Number, Including Area Code)

(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~~Section 1~~.01~~ ~~Entry~~- ~~Into~~Registrant’s aBusiness ~~Material~~and ~~Definitive Agreement.~~Operations

~~In connection with the acquisition of Spectrum Bank (“Spectrum”) discussed in~~ Item 21.01 Entry ~~hereof,~~into ~~Belvedere SoCal (the “Company”) completed, on January 31, 2008,~~ a ~~private~~ ~~placement~~Material ofDefinitive $15,000,001 of capital securities (the “Securities”) through Belvedere SoCal Statutory Trust I (the “Trust”), a statutory trust formed by the Company for that purpose. The private placement of the Securities was with four shareholders of Spectrum who contributed 325,088 of their shares of Spectrum common stock (the “Spectrum Shares”) to the Trust in return for the Securities.Agreement

InOn ~~connection~~November ~~with~~2, ~~this issuance~~2007, the Company entered into ana ~~Amended~~Management ~~and~~Agreement ~~Restated~~(the ~~Declaration~~“Agreement”) ofwith ~~Trust,~~Belvedere ~~dated~~Capital ~~January~~Fund ~~31,~~II ~~2008,~~L.P. ~~among~~ (the ~~Company, Wilmington~~“Fund”). On ~~Trust~~June ~~Company~~17, ~~and~~ 2008 the ~~administrators~~Agreement ~~named~~was ~~therein,~~amended ~~pursuant~~effective toJanuary ~~which the~~29, ~~Securities were issued~~2008. The ~~Securities~~Fund ~~require~~currently ~~monthly~~owns ~~distributions and bear interest at a fixed rate of 10~~73.0% ~~per annum. The Securities mature in 30 years and are redeemable, in whole or in part, without penalty, at the option~~ of the Company’s atcommon ~~any~~stock ~~time~~and 100.0% ~~but only after obtaining the approval~~ of ~~the~~ its ~~Federal~~non-cumulative ~~Reserve~~perpetual ~~Board~~preferred stock.

~~The~~Under the ~~Spectrum~~Agreement ~~Shares~~as ~~obtained~~amended, ~~from~~ the ~~sale~~general partner of the ~~Securities~~Fund ~~and~~will ~~$464,000~~provide ~~from the~~certain ~~sale~~management ofservices ~~the Trust’s common securities~~ to the Company ~~were~~and ~~used~~its bysubsidiaries ~~the~~for ~~Trust~~a ~~to purchase~~management ~~$15,464,001 in aggregate principal amount of the Company’s 10.0% fixed~~fee ~~rate~~paid ~~junior~~to ~~deferrable interest debentures (~~the ~~“Debentures”)~~Fund ~~due~~and ~~in 2038. The~~its ~~Debentures~~general ~~were~~partner ~~issued~~equal ~~pursuant~~ to an5% ~~Indenture~~of (the ~~“Indenture”),~~ ~~dated~~pre-tax ~~January~~earnings ~~31,~~of all ~~2008, by and between~~ the Company’s ~~and~~subsidiary ~~Wilmington Trust Company~~banks, assubject ~~trustee. The~~to ~~Debentures~~an ~~bear~~annual ~~interest~~minimum atpayment ~~the same~~of ~~rate~~$200,000 ~~as the Securities~~ and ~~mature~~a inmaximum 30annual ~~years~~payment ~~unless~~of ~~earlier redeemed~~$750,000. ~~The~~No ~~interest~~other ~~payments~~material modification onwas ~~the Debentures~~ made ~~by the Company will be used~~ to ~~pay~~ the ~~monthly~~Agreement ~~distributions payable~~ by the ~~Trust to the holders of the Securities~~amendment.

The Company also entered into a guarantee agreement providing for the limited guarantee of certain payments by the Trust.

In connection with the acquisition of Spectrum discussed in Item 2.01 hereof, the Company, on January 31, 2008, also completed its sale of $22 million of its common stock at a price of $16.75 per share to Belvedere Capital Fund II L.P. (the “Fund”) for cash to fund the cash portion of the Spectrum acquisition. The purchase price per share was calculated as the average closing bid price of the Company’s common stock on the OTC Bulletin Board over the five trading days preceding the closing of the transaction. The price was within the range of fair prices as determined by a financial advisor hired by the Company. After the sale of the shares, the Fund now owns approximately 72% of the Company’s common stock on a fully diluted basis. The stock purchase agreement also provided for a transaction fee of $740,000 payable by the Company to the Fund in consideration for the services provided by the Fund to the Company in connection with the Spectrum acquisition.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 13, 2007, the Company and Spectrum entered into an Agreement to Merge and Plan of Reorganization (the “Agreement”), which was amended on September 4, 2007 and January 30, 2008, under which Spectrum would be acquired through the merger of a wholly owned subsidiary of the Company with and into Spectrum with Spectrum as the surviving company.

Pursuant to the terms of the Agreement, the merger was completed as of the close of business on January 31, 2008.

Under terms of the acquisition, all shares of Spectrum were acquired for $22.0 million in cash and $15.0 million of capital securities issued by the Trust. See item 1.01 above, which is incorporated herein by reference.

Except for the ownership of the Spectrum Shares by the Company, there were no material relationships between Spectrum, its officers, shareholders or employees and the Company and its subsidiaries, its officers, shareholders or employees, other than in respect to the transaction.

A press release announcing the closing of the transaction was issued on February 1, 2008, a copy of which is attached hereto as exhibit 99.1.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See the description contained in Item 1.01 above, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements for Spectrum required by this item will be filed by amendment within 71 days after January 31, 2008 in accordance with the provisions of Section (a)(4) of Item 9.01 of Form 8-K.

(b) Pro forma financial information required by this item will be filed by amendment within 71 days after January 31, 2008 in accordance with the provisions of Section (b)(2) of Item 9.01 of Form 8-K.

(d) Exhibits.

2	Agreement to Merge and Plan of Reorganization, July 13, 2007 (incorporated by reference from the Company’s Registration Statement on Form S-4 No. 333-141453, previously filed with the SEC).
2.1	First Amendment to Agreement to Merge and Plan of Reorganization
2.2	Second Amendment to Agreement to Merge and Plan of Reorganization
4.1	Indenture, dated as of January 31, 2008
4.2	Amended and Restated Declaration of Trust, dated as of January 31, 2008
4.3	Capital Securities Purchase Agreement, dated as of January 31, 2008
4.4	Stock Purchase Agreement by and between Belvedere Capital Fund II L.P. and Belvedere SoCal, dated as of January 29, 2008
99.1	Press Release dated February 1, 2008

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.

~~Dated~~Date: ~~February~~ 5June 18, 2008

Belvedere SoCal By: /s/ ~~Alison~~William ~~Davis~~Baribault ~~Alison~~William ~~Davis~~Baribault Chief Executive Officer (Principal Executive Officer)

Exhibit Index:

2.1 First Amendment to Agreement to Merge and Plan of Reorganization

2.2 Second Amendment to Agreement to Merge and Plan of Reorganization

4.1 Indenture, dated as of January 31, 2008

4.2 Amended and Restated Declaration of Trust, dated as of January 31, 2008

4.3 Capital Securities Purchase Agreement, dated as of January 31, 2008

4.4 Stock Purchase Agreement by and between Belvedere Capital Fund II L.P. and Belvedere SoCal, dated as of January 29, 2008

99.1 Press Release dated February 1, 2008

Filing Compare · Belvedere SoCal