8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 13, 2013

FIRST REGIONAL BANCORP

(Exact name of registrant as specified in its charter)

California	000-10232	95-3582843
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
1801 Century Park East, Suite 1430 Los Angeles CA		90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 839 - 2083

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))

Item 8.01 Other Events.

On August 13, 2013, First Regional Bancorp (the “Company”) filed its monthly operating report for the period beginning July 1, 2013 and ending July 31, 2013 (the “July Report”) with the United States Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). The July Report is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

Cautionary Statements Regarding July Report

The July Report is limited in scope, covers only a one-month time period and has been prepared solely for the purpose of the Company’s compliance with the monthly reporting requirements of the Bankruptcy Court. The July Report contains financial information that (i) has not been audited or reviewed by an independent registered public accounting firm; (ii) is not presented in accordance with generally accepted accounting principles in the United States of America; and (iii) may be subject to future reconciliation, adjustments or other modification or amendment. The information contained in the July Report has been prepared in accordance with applicable laws and regulations under Chapter 11 of Title 11 of the United States Code and is not to be used for investment purposes. There can be no assurance that the July Report is complete. The Company may amend or otherwise change the information contained in the July Report at a future date. The operating results set forth in the July Report should not be viewed as indicative of the Company’s future results.

The July Report should under no circumstances be relied upon or viewed as a substitute, supplement or replacement for financial information that is filed with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The July Report contains information for periods which may be shorter or otherwise different from those contained in reports required pursuant to the Exchange Act. The July Report does not include footnotes that would ordinarily be contained in the financial statements in the Company’s quarterly and annual reports pursuant to the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibit hereto may contain certain forward-looking statements. These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from such statements. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Monthly Operating Report for the period beginning July 1, 2013 and ending July 31, 2013.

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 hereunto duly authorized.

	FIRST REGIONAL BANCORP
	(Registrant)
August 19, 2013	By:	/s/ Thomas E. McCullough
		Thomas E. McCullough
		Corporate Secretary

EX-99.1

Exhibit 99.1

UNITED STATES DEPARTMENT OF JUSTICE

OFFICE OF THE UNITED STATES TRUSTEE

CENTRAL DISTRICT OF CALIFORNIA

In Re:		CHAPTER 11 (BUSINESS)
First Regional Bancorp		Case Number:	2:12-bk-31372-ER
		Operating Report Number:	14
	Debtor(s).	For the Month Ending:	7/31/2013

I. CASH RECEIPTS AND DISBURSEMENTS

A. (GENERAL ACCOUNT*)

1.	TOTAL RECEIPTS PER ALL PRIOR GENERAL ACCOUNT REPORTS		1,218,497.01
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR GENERAL		1,041,565.77
ACCOUNT REPORTS
3.	BEGINNING BALANCE:		176,931.24
4.	RECEIPTS DURING CURRENT PERIOD:
	Accounts Receivable - Post-filing	0.00
	Accounts Receivable - Pre-filing	0.00
	General Sales	0.00
	Other (Specify)	0.00
	**Other (Specify)	0.00
	TOTAL RECEIPTS THIS PERIOD:		0.00
5.	BALANCE:		176,931.24
6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	Transfers to Other DIP Accounts (from page 2)	0.00
	Disbursements (from page 2)	12,538.21
	TOTAL DISBURSEMENTS THIS PERIOD:***		12,538.21
7.	ENDING BALANCE:		164,393.03
8.	General Account Number(s):	XXXXXX2513
		National Bank of California
	Depository Name & Location:	12121 Wilshire Boulevard
		Los Angeles CA 90025

* All receipts must be deposited into the general account.

** Include receipts from the sale of any real or personal property out of the ordinary course of business; attach an exhibit specifying what was sold, to whom, terms, and date of Court Order or Report of Sale.

*** This amount should be the same as the total from page 2.

Page 1 of 16

TOTAL DISBURSEMENTS FROM GENERAL ACCOUNT FOR CURRENT PERIOD

Date   mm/dd/yyyy	Check   Number	Payee or DIP account	Purpose	*Amount         Transfered		**Amount         Disbursed		Amount
7/1/2013	Auto	10 Dollar Payroll	Payroll processing fee				10.00
7/3/2013	Auto	10 Dollar Payroll	July payroll				6,275.21
7/8/2013	Auto	10 Dollar Payroll	Payroll taxes				3,628.77
7/9/2013	Auto	10 Dollar Payroll	Payroll taxes				861.02
7/11/2013	1031	Computershare	Shareholder accounting				1,168.21
7/29/2013	1032	R. R. Donnelley	Form 8-K Edgarization				595.00
	TOTAL DISBURSEMENTS THIS PERIOD:				0.00		12,538.21	$0.00

* Fill in amounts in this column if they are TRANSFERS to another DIP account (e.g. Payroll or Tax); the “amount” column will be filled in for you.

** Fill in amounts in this column if they are DISBURSEMENTS to outside payees; the “amount” column will be filled in for you.

Page 2 of 16

GENERAL ACCOUNT

BANK RECONCILIATION

Bank statement Date:		7/31/2013	Balance on Statement:	$164,988.03
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
	1032	7/29/2013	595.00
TOTAL OUTSTANDING CHECKS:				595.00
Bank statement Adjustments:				0.00
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				$164,393.03

* It is acceptable to replace this form with a similar form

** Please attach a detailed explanation of any bank statement adjustment

Page 3 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

B. (PAYROLL ACCOUNT)

1.	TOTAL RECEIPTS PER ALL PRIOR PAYROLL ACCOUNT REPORTS		0.00
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR PAYROLL		0.00
ACCOUNT REPORTS
3.	BEGINNING BALANCE:		0.00
4.	RECEIPTS DURING CURRENT PERIOD:		0.00
	(Transferred from General Account)
5.	BALANCE:		0.00
6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TOTAL DISBURSEMENTS THIS PERIOD:***		0.00
7.	ENDING BALANCE:		0.00
8.	PAYROLL Account Number(s):	XXXXXX2505
		National Bank of California
	Depository Name & Location:	12121 Wilshire Boulevard
		Los Angeles CA 90025

Page 4 of 16

TOTAL DISBURSEMENTS FROM PAYROLL ACCOUNT FOR CURRENT PERIOD

Date   mm/dd/yyyy	Check   Number	Payee	Purpose	Amount
	TOTAL DISBURSEMENTS THIS PERIOD:			0.00

Page 5 of 16

PAYROLL ACCOUNT

BANK RECONCILIATION

Bank statement Date:		7/31/2013	Balance on Statement:	$0.00
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				$0.00

* It is acceptable to replace this form with a similar form

** Please attach a detailed explanation of any bank statement adjustment

Page 6 of 16

I. CASH RECEIPTS AND DISBURSEMENTS

C. (TAX ACCOUNT)

1.	TOTAL RECEIPTS PER ALL PRIOR TAX ACCOUNT REPORTS		0.00
2.	LESS: TOTAL DISBURSEMENTS PER ALL PRIOR TAX		0.00
ACCOUNT REPORTS
3.	BEGINNING BALANCE:		0.00
4.	RECEIPTS DURING CURRENT PERIOD:		0.00
	(Transferred from General Account)
5.	BALANCE:		0.00
6.	LESS: TOTAL DISBURSEMENTS DURING CURRENT PERIOD
	TOTAL DISBURSEMENTS THIS PERIOD:***		0.00
7.	ENDING BALANCE:		0.00
8.	TAX Account Number(s):	XXXXXX2521
		National Bank of California
	Depository Name & Location:	12121 Wilshire Boulevard
		Los Angeles CA 90025

Page 7 of 16

TOTAL DISBURSEMENTS FROM TAX ACCOUNT FOR CURRENT PERIOD

Date   mm/dd/yyyy	Check   Number	Payee	Purpose	Amount
	TOTAL DISBURSEMENTS THIS PERIOD:			0.00

Page 8 of 16

TAX ACCOUNT

BANK RECONCILIATION

Bank statement Date:		7/31/2013	Balance on Statement:	$0.00
Plus deposits in transit (a):
		Deposit Date	Deposit Amount
TOTAL DEPOSITS IN TRANSIT				0.00
Less Outstanding Checks (a):
	Check Number	Check Date	Check Amount
TOTAL OUTSTANDING CHECKS:				0.00
Bank statement Adjustments:
Explanation of Adjustments-
ADJUSTED BANK BALANCE:				$0.00

* It is acceptable to replace this form with a similar form

** Please attach a detailed explanation of any bank statement adjustment

Page 9 of 16

I. D SUMMARY SCHEDULE OF CASH

ENDING BALANCES FOR THE PERIOD:

(Provide a copy of monthly account statements for each of the below)
	General Account:	164,393.03
	Payroll Account:	0.00
	Tax Account:	0.00
*Other Accounts:	Checking account #XXXXXX7858	775,000.00
	Manufacturers Bank, 515 South Figueroa Street,
	Los Angeles CA 90071
*Other Monies:
	**Petty Cash (from below):	0.00
TOTAL CASH AVAILABLE:			939,393.03
Petty Cash Transactions:
Date	Purpose	Amount
TOTAL PETTY CASH TRANSACTIONS:			0.00

* Specify the Type of holding (e.g. CD, Savings Account, Investment Security), and the depository name, location & account#

** Attach Exhibit Itemizing all petty cash transactions

Page 10 of 16

II. STATUS OF PAYMENTS TO SECURED CREDITORS, LESSORS

AND OTHER PARTIES TO EXECUTORY CONTRACTS

Creditor, Lessor, Etc.	Frequency of Payments (Mo/Qtr)	Amount of Payment	Post-Petition payments not made (Number)	Total Due
			TOTAL DUE:	0.00

		III. TAX LIABILITIES
FOR THE REPORTING PERIOD:
		Gross Sales Subject to Sales Tax:		0.00
		Total Wages Paid:		10,000.00
		Total Post-Petition Amounts Owing	Amount Delinquent	Date Delinquent Amount Due
	Federal Withholding
	State Withholding
	FICA- Employer’s Share
	FICA- Employee’s Share
	Federal Unemployment
	Sales and Use
	Real Property
Other:
	TOTAL:	0.00	0.00

Page 11 of 16

IV. AGING OF ACCOUNTS PAYABLE AND RECEIVABLE

			*Accounts Payable   Post-Petition		Accounts Receivable
					Pre-Petition		Post-Petition
		30 days or less
		31 - 60 days
		61 - 90 days
		91 - 120 days
		Over 120 days
		TOTAL:		0.00		0.00		0.00
	V. INSURANCE COVERAGE
		Name of Carrier	Amount of     Coverage		Policy Expiration   Date		Premium Paid Through (Date)
General Liability		Sentinel Insurance		2,000,000.00		6/19/2014		6/19/2014
Worker’s Compensation		Sentinel Insurance		1,000,000.00		6/19/2014		6/19/2014
Casualty
Vehicle
Others:
	VI. UNITED STATES TRUSTEE QUARTERLY FEES (TOTAL PAYMENTS)
Quarterly Period   Ending (Date)	Total     Disbursements	Quarterly Fees	Date Paid		Amount Paid		Quarterly Fees Still Owing
6/30/2012	0.00	325.00		8/10/2012		325.00		0.00
9/30/2012	43,910.54	650.00		10/15/2012		650.00		0.00
12/31/2012	89,206.37	975.00		1/18/2013		975.00		0.00
3/31/2013	92,840.54	975.00		4/19/2013		975.00		0.00
								0.00
								0.00
								0.00
								0.00
								0.00
								0.00
								0.00
								0.00
								0.00
								0.00
								0.00
								0.00
								0.00
								0.00
		2,925.00				2,925.00		0.00

* Post-Petition Accounts Payable SHOULD NOT include professionals’ fees and expenses which have been incurred but not yet awarded by the court. Post-Petition Accounts Payable SHOULD include professionals’ fees and expenses authorized by Court Order but which remain unpaid as of the close of the period report

Page 12 of 16

VII SCHEDULE OF COMPENSATION PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	*Authorized Gross Compensation	Gross Compensation Paid During the Month
Thomas McCullough	7/16/2012	$10,000 per month	10,000.00

VIII. SCHEDULE OF OTHER AMOUNTS PAID TO INSIDERS

Name of Insider	Date of Order Authorizing Compensation	Description	Amount Paid During the Month
			0.00

* Please indicate how compensation was identified in the order (e.g. $1,000/week, $2,500/month)

Page 13 of 16

IX. PROFIT AND LOSS STATEMENT

(ACCRUAL BASIS ONLY)

	Current Month			Cumulative Post-Petition
Sales/Revenue:
Gross Sales/Revenue		0.00			0.00
Less: Returns/Discounts		0.00			0.00
Net Sales/Revenue		0.00			0.00
Cost of Goods Sold:
Beginning Inventory at cost		0.00			0.00
Purchases		0.00			0.00
Less: Ending Inventory at cost		0.00			0.00
Cost of Goods Sold (COGS)		0.00			0.00
Gross Profit		0.00			0.00
Other Operating Income (Itemize)		0.00			0.00
Operating Expenses:
Payroll - Insiders		10,000.00			140,000.00
Payroll - Other Employees		0.00			0.00
Payroll Taxes		765.00			10,338.96
Other Taxes (Itemize)		0.00			1,700.00
Depreciation and Amortization		0.00			0.00
Rent Expense - Real Property		1,000.00			14,000.00
Lease Expense - Personal Property		0.00			0.00
Insurance		0.00			2,228.00
Real Property Taxes		0.00			0.00
Telephone and Utilities		0.00			0.00
Repairs and Maintenance		0.00			0.00
Travel and Entertainment (Itemize)		0.00			0.00
Miscellaneous Operating Expenses (Itemize)		1,773.21			21,892.02
Total Operating Expenses		13,538.21			190,158.98
Net Gain/(Loss) from Operations		(13,538.21	)		(190,158.98	)
Non-Operating Income:
Interest Income		0.00			0.00
Net Gain on Sale of Assets (Itemize)		0.00			0.00
Other (Itemize)		0.00			0.00
Total Non-Operating income		0.00			0.00
Non-Operating Expenses:
Interest Expense		0.00			0.00
Legal and Professional (Itemize) *Estimated subject to adjustment*		41,000.00			497,018.83
Other (Itemize)		0.00			2,925.00
Total Non-Operating Expenses		41,000.00			499,943.83
NET INCOME/(LOSS)		(54,538.21	)		(690,102.81	)

(Attach exhibit listing all itemizations required above)

Page 14 of 16

X. BALANCE SHEET

(ACCRUAL BASIS ONLY)

	Current Month End
ASSETS
Current Assets:
Unrestricted Cash		939,393.03
Restricted Cash		0.00
Accounts Receivable		0.00
Inventory		0.00
Notes Receivable		0.00
Prepaid Expenses		0.00
Other (Itemize)		0.00
Total Current Assets				939,393.03
Property, Plant, and Equipment		0.00
Accumulated Depreciation/Depletion		0.00
Net Property, Plant, and Equipment				0.00
Other Assets (Net of Amortization):
Due from Insiders		0.00
Other (Itemize)		0.00
Total Other Assets				0.00
TOTAL ASSETS				939,393.03
LIABILITIES
Post-petition Liabilities:
Accounts Payable		8,000.00
Taxes Payable		0.00
Notes Payable		0.00
Professional fees		147,018.83
Secured Debt		0.00
Other (Itemize)		0.00
Total Post-petition Liabilities				155,018.83
Pre-petition Liabilities:
Secured Liabilities		0.00
Priority Liabilities		0.00
Unsecured Liabilities		97,500,000.00
Other (Itemize)
Total Pre-petition Liabilities				97,500,000.00
TOTAL LIABILITIES				97,655,018.83
EQUITY:
Pre-petition Owners’ Equity		(96,025,522.99	)
Post-petition Profit/(Loss)		(690,102.81	)
Direct Charges to Equity		0.00
TOTAL EQUITY				(96,715,625.80	)
TOTAL LIABILITIES & EQUITY				939,393.03

Page 15 of 16

XI. QUESTIONNAIRE

		No	Yes
1.	Has the debtor-in-possession made any payments on its pre-petition unsecured debt, except as have been authorized by the court? If “Yes”, explain below:	X
		No	Yes
2.	Has the debtor-in-possession during this reporting period provided compensation or remuneration to any officers, directors, principals, or other insiders without appropriate authorization? If “Yes”, explain below:	X
3.	State what progress was made during the reporting period toward filing a plan of reorganization
	Debtor’s Petition was filed on 6/19/2012. The Debtor filed a liquidating chapter 11 plan of reorganization on 9/25/2012. Following a hearing held on January 10, 2013, the Court approved the Debtor’s Disclosure Statement in support of its First Amended Chapter 11 Plan of Reorganization. At a hearing to consider confirmation of the Debtor’s Amended Chapter 11 Plan of Liquidation on May 23, 2013, the Court confirmed the Plan.
4.	Describe potential future developments which may have a significant impact on the case:
	Debtor is currently investigating potential causes of action for avoidance of pre-petition transfers and for potential recovery of assets.
5.	Attach copies of all Orders granting relief from the automatic stay that were entered during the reporting period.
		No	Yes
6.	Did you receive any exempt income this month, which is not set forth in the operating report? If “Yes”, please set forth the amounts and sources of the income below.	X
I,	Thomas McCullough, Chief Reorganization Officer
	declare under penalty of perjury that I have fully read and understood the foregoing debtor-in-possession operating report and that the information contained herein is true and complete to the best of my knowledge.

August 7, 2013	/s/ Thomas E. McCullough
Date	Principal for debtor-in-possession

Page 16 of 16

Exhibit

IX. PROFIT AND LOSS STATEMENT

Other Taxes
03/14/13	Franchise Tax Board	$	1,700.00
		$	1,700.00
Miscellaneous Operating Expenses
07/05/12	Check printing charge	$	42.87
07/31/12	Payroll processing fee	$	0.60
09/04/12	Payroll processing fee	$	10.00
10/01/12	Payroll processing fee	$	10.00
10/15/12	Stock transfer agent fee	$	3,411.41
10/31/12	Account service charge	$	20.00
11/01/12	Reverse account service charge	-$	20.00
11/01/12	Payroll processing fee	$	10.00
11/05/12	Payroll processing fee	$	35.00
11/19/12	Stock transfer agent fee	$	1,136.79
11/19/12	Form 8-K Edgarization	$	461.00
12/03/12	Payroll processing fee	$	10.00
12/13/12	Stock transfer agent fee	$	1,167.17
01/02/13	Payroll processing fee	$	10.00
01/07/13	Form 8-K Edgarization	$	717.00
01/18/13	Stock transfer agent fee	$	1,166.37
01/23/13	Payroll processing fee	$	84.00
01/31/13	Form 8-K Edgarization	$	1,055.00
01/31/13	Form 8-K Edgarization	$	717.00
02/01/13	Payroll processing fee	$	45.00
02/12/13	Stock transfer agent fee	$	1,167.84
03/05/13	Payroll processing fee	$	10.00
03/22/13	Form 8-K Edgarization	$	854.00
03/22/13	Stock transfer agent fee	$	1,169.44
03/28/13	Form 8-K Edgarization	$	625.00
04/01/13	Payroll processing fee	$	10.00
04/19/13	Stock transfer agent fee	$	1,172.71
04/26/13	Form 8-K Edgarization	$	717.00
05/01/13	Payroll processing fee	$	45.00
05/22/13	Stock transfer agent fee	$	1,170.68
05/31/13	Form 8-K Edgarization	$	797.00
06/03/13	Payroll processing fee	$	10.00
06/10/13	Form 8-K Edgarization	$	391.00
06/12/13	Stock transfer agent fee	$	1,172.93
06/28/13	Form 8-K Edgarization	$	717.00
		$	20,118.81
Other Non-operating Expenses
08/10/12	U.S. Trustee Fee	$	325.00
10/15/12	U.S. Trustee Fee	$	650.00
01/18/13	U.S. Trustee Fee	$	975.00
04/19/13	U.S. Trustee Fee	$	975.00
		$	2,925.00