UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 10, 2009
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TEMECULA VALLEY BANCORP INC.
(Exact name of Registrant as specified in its charter)
California 001-33897 46-0476193
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction Identification Number)
of incorporation)
27710 Jefferson Avenue
Suite A100
Temecula, California 92590
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (951) 694-9940
Not Applicable
(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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) [GRAPHIC OMITTED]
Item 4.01 - Changes in Registrant's Certifying Accountant.
On April 15, 2009, Temecula Valley Bancorp Inc. (the "Company") engaged
Squar, Milner, Peterson, Miranda & Williamson, LLP ("Squar Milner") as the
Company's new independent registered public accounting firm to audit the
Company's financial statements for the year ending December 31, 2009 and
dismissed Crowe Horwath LLP ("Crowe Horwath") as the Company's independent
registered public accounting firm. The decision to dismiss Crowe Horwath and
engage Squar Milner was approved by the Company's audit committee on April 10,
2009.
The reports of Crowe Horwath on the financial statements of the Company for the
years ended December 1, 2008 and 2007 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles except that as previously disclosed by the Company in its
Annual Report on Form 10-K for the year ended December 31, 2008, Crowe Horwath's
report on the financial statements of the Company as of and for the year ended
December 31, 2008 contained a paragraph stating: "The accompanying consolidated
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note B to the financial statements, the
Company has suffered significant losses from operations in 2008 and has capital
deficiencies that are required to be addressed under the consent order to cease
and desist issued to the bank subsequent to December 31, 2008 and has reported
capital ratios at the bank and holding company that classify each as
undercapitalized at December 31, 2008 that raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note B. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty."
During the period from January 1, 2007 through the date of Crowe
Horwath's dismissal, there have been no disagreements (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) with Crowe Horwath
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Crowe Horwath would have caused it to make reference to
the subject matter of such disagreements in their reports on the financial
statements for such periods. Further, there have been no reportable events (as
described in Item 304(a)(1)(v) of Regulation S-K), except that, as previously
disclosed by the Company in its Annual Report on Form 10-K for the year ended
December 31, 2008, Crowe Horwath reported that the Company did not maintain
effective internal control over financial reporting as of December 31, 2008 for
accounting for significant estimates including the allowance for loan losses,
valuation allowance on real estate owned, valuation allowance on loans held for
sale, valuation allowance for deferred taxes as well as determining the
collectibility of other loan related assets.
Neither the Company nor anyone acting on its behalf consulted with
Squar Milner during the period from January 1, 2007 through the date of Crowe
Horwath's dismissal regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or (ii) any
matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable
event (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Crowe Horwath with a copy of this Current Report
of Form 8-K and requested that Crowe Horwath furnish the Company with a letter
addressed to the Securities Exchange Commission stating whether it agrees with
the above statements, and if not, stating the respects in which it does not
agree. A copy of the letter from Crowe Horwath, dated April 15, 2009, stating
that it agrees with the statements concerning its firm contained herein is
attached hereto as Exhibit 16.1.
Item 9.01 - Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit No. Description
16.1 Letter dated April 15, 2009 from Crowe Horwath LLP to the
Securities and Exchange Commission regarding change in
certifying accountant of the Company
SIGNATURE
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.
TEMECULA VALLEY BANCORP INC.
Date: April 15, 2009 By: /s/ FRANK BASIRICO
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Frank Basirico
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter dated April 15, 2009 from Crowe Horwath LLP to the
Securities and Exchange Commission regarding change in
certifying accountant of the Company