10-Q/A

FORM 10-Q/A

(AMENDMENT NO. 1)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

Quarter Ended                     March 31, 2003

Commission File Number         0-10232

FIRST REGIONAL BANCORP

(Exact name of registrant as specified in its charter)

California		95-3582843
State or other jurisdiction of incorporation or organization	IRS Employer Identification Number
1801 Century Park East, Los Angeles, California		90067
Address of principal executive offices	Zip Code
(310) 552-1776
Registrant’s telephone number, including area code
Not applicable
Former name, former address, and former fiscal year, if changed since last report

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  ý   No  o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).        Yes  o   No  ý

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding in each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, No Par Value	2,925,930
Class	Outstanding on August 8, 2003

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A is being filed to supplement the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2003 by adding certain information relating to the Company’s private placement of common stock during the period.  While the number of shares issued and proceeds are disclosed under Part I, Item 2 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”), no disclosure was provided under Part II, Item 2 (“Changes in Securities and Use of Proceeds”), which disclosure is provided herein.

PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the three months ended March 31, 2003, the Company sold 236,510 shares of the Company’s common stock, no par value, all of which shares were sold to accredited investors.  Such sales were completed as of March 31, 2003.  The shares sold were not registered under the Securities Act in reliance on an exemption provided pursuant to Regulation D under the Securities Act.  The sale was underwritten by Stern Fisher Edwards Inc, the Vice Chairman of which is Fred Edwards, a director of the Company.  The aggregate offering price for the 236,510 shares was $2,956,375 and the aggregate underwriting discount was $118,255, representing four percent (4%) of the aggregate offering price.  Proceeds from the issuance were invested in the Company’s subsidiary, First Regional Bank, for general corporate purposes and to promote future growth.

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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:

Exhibit Number	Description
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of the Chief Operating Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.3	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2	Certification of the Chief Operating Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.3	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Reports on Form 8-K

No reports on Form 8-K were filed during the first quarter of 2003.

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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.

	FIRST REGIONAL BANCORP
Date:  August 8, 2003
		By:	/s/ Jack A. Sweeney
		Jack A. Sweeney, Chairman of the Board and Chief Executive Officer
Date:  August 8, 2003
		By:	/s/ Thomas McCullough
		Thomas McCullough, Chief Operating Officer
Date:  August 8, 2003
		By:	/s/ Elizabeth Thompson
		Elizabeth Thompson, Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certification of the Chief Operating Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.3	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.2	Certification of the Chief Operating Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
32.3	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

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EX-31.1

Exhibit 31.1

Certification

I, Jack A. Sweeney, certify that:

1.I have reviewed the March 31, 2003 quarterly report on Form 10-Q of First Regional Bancorp, as amended by this Form 10-Q/A;

2.Based on my knowledge, the quarterly 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 quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in the quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the quarterly report;

4.The registrant’s other certifying officers 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) for the registrant and 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 the quarterly report is being prepared;

b)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and

c)disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers 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 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: August 8, 2003	/s/ Jack A. Sweeney
	Jack A. Sweeney
	Chairman of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification

I, Thomas McCullough, certify that:

1.       I have reviewed the March 31, 2003 quarterly report on Form 10-Q of First Regional Bancorp, as amended by this Form 10-Q/A;

2.       Based on my knowledge, the quarterly 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 quarterly report;

3.       Based on my knowledge, the financial statements, and other financial information included in the quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the quarterly report;

4.       The registrant’s other certifying officers 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) for the registrant and 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 the quarterly report is being prepared;

b)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and

c)disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.       The registrant’s other certifying officers 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 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: August 8, 2003	/s/ Thomas McCullough
	Thomas McCullough
	Chief Operating Officer

EX-31.3

Exhibit 31.3

Certification

I, Elizabeth Thompson, certify that:

1.       I have reviewed the March 31, 2003 quarterly report on Form 10-Q of First Regional Bancorp, as amended by this Form 10-Q/A;

2.       Based on my knowledge, the quarterly 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 quarterly report;

3.       Based on my knowledge, the financial statements, and other financial information included in the quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the quarterly report;

4.       The registrant’s other certifying officers 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) for the registrant and 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 the quarterly report is being prepared;

b)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in the report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and

c)disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.       The registrant’s other certifying officers 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 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: August 8, 2003	/s/ Elizabeth Thompson
	Elizabeth Thompson
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification by Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of First Regional Bancorp (the “Company”) on Form 10-Q for the period ending March 31, 2003, as amended by this Form 10-Q/A, which amendment is being filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack A. Sweeney, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge

(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 such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2003	/s/ Jack A. Sweeney
	Jack A. Sweeney
	Chairman of the Board and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification by Chief Operating Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of First Regional Bancorp (the “Company”) on Form 10-Q for the period ending March 31, 2003, as amended by this Form 10-Q/A, which amendment is being filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack A. Sweeney, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge

(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 such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2003	/s/ Thomas McCullough
	Thomas McCullough
	Chief Operating Officer

EX-32.3

Exhibit 32.3

Certification by Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of First Regional Bancorp (the “Company”) on Form 10-Q for the period ending March 31, 2003, as amended by this Form 10-Q/A, which amendment is being filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack A. Sweeney, Chairman of the Board and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge

(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 such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2003	/s/ Elizabeth Thompson
	Elizabeth Thompson
	Chief Financial Officer