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): January 21, 2009
 
_________________
 
United PanAm Financial Corp.
(Exact name of registrant as specified in its charter)
 
_________________
 
     
California
 
94-3211687
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer
identification number)
 
Commission file number: 000-24051
 
18191 Von Karman Avenue, Suite 300
Irvine, CA 92612
  (Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (949) 224-1917
 
_________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 4.01. Changes in Registrant’s Certifying Accountant.
 
On January 13, 2009, the Audit Committee of the Board of Directors of United PanAm Financial Corp. (the “Company”) approved the engagement of Crowe Horwath LLP (“Crowe”) as the Company’s independent registered public accounting firm.  The approval was pursuant to a merger of the personnel of Grobstein, Horwath & Company LLP (“GHC”) into the firm of Crowe and subsequently notifying the Company that the GHC legal entity will no longer serve as its independent registered public accounting firm.
 
The audit reports of GHC on the financial statements of the Company as of and for the years ended December 31, 2007 and 2006 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
 
During the Company’s two years ended December 31, 2008 and 2007 and through January13 , 2009, the Company did not consult with Crowe on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and Crowe did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
 
In connection with the audits of the Company’s financial statements for the fiscal years ended December 31, 2007 and 2006 and through the date of this Current Report, there were: (i) no disagreements between the Company and GHC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of GHC, would have caused GHC to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
 
The Company previously provided GHC a copy of the disclosures in this Form 8-K and has requested that GHC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not GHC agrees with the Company’s statements in this Item 4.01(a). A copy of the letter dated January 21 , 2009, furnished by GHC in response to that request is filed as Exhibit 16.2 to this Form 8-K.

 
Item 9.01
Exhibits.
 
(d) Exhibits
 

EXHIBIT
NUMBER
DESCRIPTION

16.2
GHC’s letter dated January 21, 2009


 
 
 






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                 
       
United PanAm Financial Corp.
       
(Registrant)
       
Dated: January 21, 2009
     
By:
 
 /s/ Arash A. Khazei
           
Name:
 
Arash A. Khazei
           
Title:
 
Chief Financial Officer
 

 
 
 

EXHIBIT INDEX
 
     
EXHIBIT
NUMBER
 
  
DESCRIPTION
 
16.2
  
GHC’s letter dated January 21, 2009
 


 
 
 
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