##### Table of Contents





As filed with the Securities and
    Exchange Commission on January 14, 2008
 Registration
    No.
   SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
    Form S-3
 REGISTRATION STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
    TEMECULA VALLEY BANCORP INC.

TEMECULA VALLEY STATUTORY TRUST VI(Exact Name of Co-Registrants as Specified in Charters)  California

Delaware(State or other jurisdiction of incorporation or
    organization)

(State or other jurisdiction of incorporation or
    organization)46-0476193

51-6596291(I.R.S. Employer Identification Number)

(I.R.S. Employer Identification Number)   27710 Jefferson Avenue,
    Suite A100
 Temecula, California
    92590
 (951) 694-9940
 (Address, Including Zip Code,
    and Telephone Number, Including Area Code, of
    Co-Registrants Principal Executive Offices)
    Donald A. Pitcher
 Chief Financial
    Officer
 Temecula Valley Bancorp
    Inc.
 27710 Jefferson Avenue,
    Suite A100
 Temecula, California
    92590
 (951) 694-9940
 (Name, Address, Including Zip
    Code, and Telephone Number, Including Area Code, of Agent for
    Service for Co-Registrants)
    Copies to:
 Stephanie E. Allen, Esq.
    McAndrews, Allen & Matson
    1100 South Coast Highway, Suite 308
    Laguna Beach, California 92651
    (949) 497-0290

Kurt L. Kicklighter, Esq.
    Luce, Forward, Hamilton & Scripps LLP
    600 West Broadway, Suite 2600
    San Diego, California 92101
    (619) 699-2526    Approximate date of commencement of proposed sale to the
    public:
  o
  o
  x
  o
  o
  o
  CALCULATION OF REGISTRATION
    FEE
  Title of each Class of





Proposed Maximum


Proposed MaximumSecurities to be


Amount to be


Offering Price per


Aggregate Offering


Amount ofRegistered


Registered(1)


Unit


Price


Registration Fee(2)9.45% Trust Preferred Securities of Temecula Valley Statutory
    Trust VI


2,213,750 securities


$10.00


$22,137,500


$8709.45% Subordinated notes of Temecula Valley Bancorp
    (2)(3)(4)











Guarantee of Trust Preferred Securities(2)(3)(5)











   (1)
    
    Includes 288,750 shares which
    may be sold by Temecula Valley Statutory Trust VI to cover
    over-allotments.(2)
    
    The registration fee is calculated
    in accordance with Rule 457(i) and (n).(3)
    
    This Registration Statement is
    deemed to cover the 9.45% subordinated notes due 2038 of
    Temecula Valley Bancorp Inc., the rights of holders of the notes
    under the indenture, and the rights of holders of the trust
    preferred securities under the trust agreement and the guarantee.(4)
    
    The 9.45% subordinated notes
    due 2038 will be purchased by Temecula Valley Statutory Trust VI
    with the proceeds of the sale of the trust preferred securities.
    The notes may later be distributed for no additional
    consideration to the holders of the trust preferred securities
    of Temecula Valley Statutory Trust VI upon its dissolution and
    the distribution of its assets.(5)
    
    No separate consideration will be
    received for the guarantee.




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##### Table of Contents





1,925,000
    Trust Preferred Securities
 Temecula
    Valley Statutory Trust VI
  9.45% Trust Preferred
    Securities
 Liquidation Amount $10 per
    Preferred Security
  Fully, irrevocably and
    unconditionally guaranteed,
 on a subordinated basis, as
    described in this prospectus, by
  
      Investing in the trust preferred securities involves risks.
    See Risk Factors beginning on page 12.
  The trust preferred securities are not savings accounts,
    deposits or obligations of any bank and are not insured by the
    Bank Insurance Fund of the Federal Deposit Insurance Corporation
    or any other governmental agency.
    Per PreferredSecurity

TotalPublic Offering Price

$
10.00


$
19,250,000Proceeds to Temecula Valley Statutory Trust VI

$
10.00
(1)

$
19,250,000
(1)     (1)
    
    This amount does not reflect underwriting commissions of $0.375
    per trust preferred security, or a total of $721,875 for
    arranging the investment in the trust preferred securities.  30-day
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.
   Howe
    Barnes Hoefer & Arnett
    Wunderlich
    Securities, Inc.




---



##### Table of Contents



ii




---



##### 



TABLE OF
    CONTENTS
   
 PageSUMMARY


1RISK FACTORS


12USE OF PROCEEDS


23REGULATORY CONSIDERATIONS


23ACCOUNTING CONSIDERATIONS AND REGULATORY CAPITAL
    TREATMENT


24CONSOLIDATED EARNINGS RATIOS


24CAPITALIZATION


25DESCRIPTION OF THE TRUST PREFERRED
    SECURITIES


26DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES


35DESCRIPTION OF THE GUARANTEE


45RELATIONSHIP AMONG THE TRUST PREFERRED
    SECURITIES, JUNIOR SUBORDINATED NOTES AND GUARANTEE


47BOOK-ENTRY SYSTEM


49CERTAIN UNITED STATES FEDERAL INCOME TAX
    CONSEQUENCES


51ERISA CONSIDERATIONS


55UNDERWRITING


58WHERE YOU CAN FIND MORE INFORMATION


59VALIDITY OF SECURITIES


60EXPERTS


60INCORPORATION OF CERTAIN DOCUMENTS BY
    REFERENCE


60INDEMNIFICATION OF DIRECTORS, OFFICERS AND
    CONTROLLING PERSONS


61EXHIBIT 1.1Exhibit 5.1Exhibit 5.2EXHIBIT 23.1EXHIBIT 23.2EXHIBIT 23.5    
    You should only rely on the information contained or
    incorporated by reference in this prospectus. We have not, and
    the underwriters have not, authorized any person to provide you
    with different information. If anyone provides you with
    different or inconsistent information, you should not rely on
    it.
    We are not, and the underwriters are not, making an offer to
    sell these securities in any jurisdiction where the offer or
    sale is not permitted.
    You should assume that the information appearing in this
    prospectus is accurate as of the date on the front cover of this
    prospectus only.
    This prospectus does not constitute an offer to sell, or the
    solicitation of an offer to buy, any securities other than the
    trust preferred securities to which it relates. iii




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##### Table of Contents



SUMMARY
  This summary highlights information contained elsewhere in,
    or incorporated by reference into, this prospectus. Because this
    is a summary, it may not contain all of the information that is
    important to you. Therefore, you should also read the more
    detailed information set forth in this prospectus in addition to
    our financial statements and the other information that are
    incorporated by reference in this prospectus. Unless otherwise
    indicated, the information in this prospectus assumes that the
    underwriters will not exercise their option to purchase
    additional preferred securities to cover over-allotments.
  Temecula
    Valley Bancorp
  (SBA) (LPOs)
    (951) 694-9940.
  Temecula
    Valley Bank
    and/or
 1




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##### Table of Contents



Financial
    Summary
      As of and forthe Nine Months EndedSeptember 30,


As of and for the Year Ended December 31,2007


2006


2006


2005


2004


2003


2002(Dollars in thousands except per share data)Net income

$
12,025


$
12,528


$
16,920


$
13,953


$
10,578


$
7,854


$
4,191Earnings per share (diluted)

$
1.10


$
1.30


$
1.73


$
1.46


$
1.13


$
0.89


$
0.50Total assets

$
1,304,878


$
1,143,971


$
1,238,189


$
869,998


$
606,828


$
431,212


$
310,506Total loans*

$
1,204,474


$
1,061,515


$
1,142,693


$
753,246


$
530,196


$
360,749


$
271,426Total deposits

$
1,151,552


$
1,017,455


$
1,081,501


$
742,432


$
534,767


$
383,487


$
269,321Total stockholders equity

$
104,944


$
72,960


$
103,263


$
58,181


$
42,903


$
29,683


$
19,616Return on average assets


1.24
%


1.72
%


1.64
%


1.91
%


2.00
%


2.04
%


1.69
%Return on average equity


15.03
%


25.85
%


23.89
%


27.71
%


28.94
%


31.84
%


24.34
%Allowance for loan losses to loans*


1.10
%


1.10
%


1.10
%


1.20
%


1.20
%


1.00
%


1.11
%     *
    
    Includes loans held-for-sale  Business
    Strategy
    Attract Talented & Experienced
    Management.
 2




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##### Table of Contents



and/or
  Expand our Community Banking Model. one-on-one
  Maintain Strength in Construction Lending.
  Build our SBA Loan Origination Volume.
  Response to Market Decline.
  Maintain Effective Underwriting and Servicing
    Standards.
  Temecula
    Valley Statutory Trust VI
    
    issuing and selling the trust preferred securities to the public
    for cash;
    issuing and selling the common securities to us;
 3




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##### Table of Contents




    investing the proceeds from the sale of the preferred and common
    securities in an equivalent amount of 9.45% subordinated
    notes due March 30, 2038, to be issued by us; and
    engaging in activities that are incidental to those listed
    above, such as receiving payments on the trust preferred
    securities, making distributions to security holders, furnishing
    notices and performing other administrative tasks.  (951) 694-9940.
 4




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##### Table of Contents



The
    Offering
  The issuer
    
    Temecula Valley Statutory Trust VISecurities being offered
    
    1,925,000 trust preferred securities, which represent preferred
    undivided interests in the assets of Temecula Valley Statutory
    Trust VI. Those assets will consist solely of the notes and
    payments received on the notes.Temecula Valley Statutory Trust VI will sell the trust
    preferred securities to the public for cash. Temecula Valley
    Statutory Trust VI will use that cash to buy the notes from
    us.Offering price
    
    $10 per preferred securityWhen Temecula Valley Statutory Trust VI will pay
    distributions to you
    
    Your purchase of the preferred securities entitles you to
    receive cumulative cash distributions at a 9.45% annual rate.
    Distributions will accumulate from the date Temecula Valley
    Statutory Trust VI issues the trust preferred securities
    and are to be paid quarterly on March 30, June 30,
    September 30, and December 30 of each year, beginning
    March 30, 2008. As long as the trust preferred securities
    are represented by a global security, the record date for
    distributions on the trust preferred securities will be the
    business day prior to the distribution date. We may defer the
    payment of cash distributions, as described below, under the
    section below, We have the option to extend the interest
    payment period.When Temecula Valley Statutory Trust must redeem the trust
    preferred securities
    
    The trust preferred securities will mature and we must redeem
    the trust preferred securities on March 30, 2038. We have
    the option, however, to shorten the maturity date to a date not
    earlier than March 30, 2013. We will not shorten the
    maturity date unless we have received the prior approval of the
    Board of Governors of the Federal Reserve System, if required by
    law or regulation.Redemption of the trust preferred securities before
    March 30, 2038 is possible
    
    Temecula Valley Statutory Trust VI must redeem the trust
    preferred securities when the notes are paid at maturity or upon
    any earlier redemption of the trust preferred securities to the
    extent the notes are redeemed. We may redeem all or part of the
    notes at any time on or after March 30, 2013.In addition, we may redeem all of the notes, at any time, if: existing laws or regulations, or the interpretation
    or application of these laws or regulations, change, causing the
    interest we pay on the notes to no longer be deductible by us
    for federal income tax purposes, or causing Temecula Valley
    Statutory Trust VI to become subject to federal income tax
    or to other taxes or governmental charges; existing laws or regulations change, requiring
    Temecula Valley Statutory Trust VI to register as an
    investment company; or
 5




---



##### Table of Contents



 the capital adequacy guidelines of the Federal
    Reserve change so that the trust preferred securities no longer
    qualify as Tier 1 capital to the extent such trust
    preferred securities would currently so qualify.We may also redeem the notes at any time, and from time to time,
    in an amount equal to the liquidation amount of any trust
    preferred securities we purchase, plus a proportionate amount of
    common securities, but only in exchange for a like amount of the
    trust preferred securities and common securities that we then
    own. Redemption of the notes prior to maturity will be subject
    to the prior approval of the Federal Reserve, if approval is
    then required by law or regulation. If your trust preferred
    securities are redeemed by Temecula Valley Statutory
    Trust VI, you will receive the liquidation amount of $10
    per trust preferred security, plus any accrued and unpaid
    distributions to the date of redemption.We have the option to extend the interest payment period
    
    Temecula Valley Statutory Trust VI will rely solely on
    payments made by us under the notes to pay distributions on the
    trust preferred securities. As long as we are not in default
    under the indenture relating to the notes, we may, one or more
    times, defer interest payments on the subordinated notes for up
    to 20 consecutive quarterly interest payment dates, but not
    beyond March 30, 2038. If we defer interest payments on the
    notes: Temecula Valley Statutory Trust VI will also defer
    distributions on the preferred securities; the distributions you are entitled to will
    accumulate; and these accumulated distributions will earn interest
    at an annual rate of 10.00% until paid.At the end of any deferral period, we will pay to Temecula
    Valley Statutory Trust VI all accrued and unpaid interest
    under the notes. Temecula Valley Statutory Trust VI will
    then pay all accumulated and unpaid distributions to you.You will still be taxed if distributions on the trust preferred
    securities are deferred
    
    If a deferral of payment occurs, you must recognize the amount
    of the deferred distributions as income for federal income tax
    purposes in advance of receiving the actual cash distributions,
    even if you are a cash basis taxpayer.Our full and unconditional guarantee of payment
    
    Our obligations described in this prospectus, in the aggregate,
    constitute a full, irrevocable and unconditional guarantee on a
    subordinated basis by us of the obligations of Temecula Valley
    Statutory Trust VI under the trust preferred securities.
    Under the guarantee agreement, we guarantee that Temecula Valley
    Statutory Trust VI will use its assets to pay the
    distributions on the trust preferred securities and the
    liquidation amount upon liquidation of Temecula Valley Statutory
    Trust VI.
 6




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##### Table of Contents



However, the guarantee does not apply when Temecula Valley
    Statutory Trust VI does not have sufficient funds to make
    the payments. If we do not make payments on the notes, Temecula
    Valley Statutory Trust VI will not have sufficient funds to
    make payments on the trust preferred securities. In this event,
    your remedy is to institute a legal proceeding directly against
    us for enforcement of payments under the notes.We may distribute the trust preferred securities directly to you
    
    We may, at any time, dissolve Temecula Valley Statutory
    Trust VI and distribute the notes to you, subject to the
    prior approval of the Federal Reserve, if required by law or
    regulation.If we distribute the notes, we will use our best efforts to
    either designate the notes on the Nasdaq Global Market or to
    list them on a national exchange, if the trust preferred
    securities are then included or listed.How the securities will rank in right of payment
    
    Our obligations under the trust preferred securities,
    subordinated notes and guarantee are unsecured and will rank as
    follows with regard to right of payment: except in the event of default, the trust preferred
    securities will rank equally with the common securities of
    Temecula Valley Statutory Trust VI. Temecula Valley
    Statutory Trust VI will pay distributions on the trust
    preferred securities and the common securities pro rata. If we
    default with respect to the notes, then no distributions on the
    common securities of Temecula Valley Statutory Trust VI or
    our common stock will be paid until all accumulated and unpaid
    distributions on the trust preferred securities have been paid; the trust preferred securities will rank equally
    with the trust preferred securities issued by Temecula Valley
    Statutory Trust II, Temecula Valley Statutory
    Trust III, Temecula Valley Statutory Trust IV and
    Temecula Valley Trust V; our obligations under the notes and the guarantee
    are unsecured and generally will rank junior in priority to our
    existing and future senior and subordinated indebtedness; and because we are a holding company, the notes and the
    guarantee will effectively be subordinated to all
    depositors claims, as well as existing and future
    liabilities of our subsidiaries.Voting rights of the trust preferred securities
    
    Except in limited circumstances, holders of the trust preferred
    securities will have no voting rights.Proposed NASDAQ symbol
    
    TMPRYou will not receive certificates
    
    The trust preferred securities will be represented by a global
    security that will be deposited with and registered in the name
    of The Depository Trust Company, New York, New York, or its
    nominee. As a result, you will not receive a certificate for the
    trust preferred securities, and your beneficial ownership
    interests will be recorded through the DTC book-entry system.
 7




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##### Table of Contents



How the proceeds of this offering will be used
    
    Temecula Valley Statutory Trust VI will invest all of the
    proceeds from the sale of the trust preferred securities in the
    notes. We estimate that the net proceeds to us from the sale of
    the subordinated notes to Temecula Valley Statutory
    Trust VI, after deducting underwriting expenses and
    commissions, will be approximately $18.5 million. We expect
    to use all of the proceeds from the sale of the notes to fund
    our growth at the bank level by downstreaming a portion of the
    proceeds to the extent growth in retained earnings is
    insufficient and possibly to repurchase our common stock. The
    proceeds also satisfy regulatory requirements for additional
    capital, if necessary for general corporate purposes.
 8




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##### Table of Contents



Summary
    Consolidated Historical Financial Data
    Form 10-Q Form 10-K. Form 10-Q Form 10-K.
  As of and forthe Nine Months EndedSeptember 30,


As of and for the Year Ended December 31,2007


2006


2006


2005


2004


2003


2002(Dollars in thousands)Balance Sheet Data:Assets

$
1,304,878


$
1,143,971


$
1,238,189


$
868,988


$
606,828


$
431,212


$
310,506Loans (including loans held for sale)


1,204,474



1,061,515



1,142,693



753,246



530,196



360,749



271,426Other real estate owned


152



2,131



1,255



2,111



303



485



Fed funds sold


22,990



4,350



18,180



33,200



16,800



21,400



FRB/FHLB stock


2,867



1,969



1,996



3,099



2,378



1,145



1,460Deposits


1,151,552



1,017,455



1,081,501



742,432



534,767



383,487



269,321FHLB advances














30,000











10,000Junior subordinated debt


34,023



41,240



41,240



28,868



20,620



12,372



7,217Stockholders equity


104,944



72,960



103,263



58,181



42,903



29,683



19,616Income Statement:Interest income

$
87,321


$
66,533


$
94,229


$
58,125


$
33,615


$
23,891


$
16,509Interest expense


37,502



23,035



34,449



14,584



6,415



4,947



3,124Net interest income


49,819



43,498



59,780



43,541



27,200



18,944



13,385Provision for loan losses


1,470



2,760



3,650



2,897



3,821



1,022



2,460Net interest income after provision for loan losses


48,349



40,738



56,130



40,644



23,379



17,922



10,925Non interest income


11,575



15,749



19,444



23,822



28,699



24,481



17,942Non interest expense


39,621



34,735



46,991



40,627



33,963



29,121



21,801Income before income taxes


20,303



21,752



28,583



23,839



18,114



13,282



7,066Provision for income taxes


8,278



9,224



11,663



9,886



7,536



5,428



2,875Net income

$
12,025


$
12,528


$
16,920


$
13,953


$
10,578


$
7,854


$
4,191
 9




---



##### Table of Contents



As of and forthe Nine Months EndedSeptember 30,


As of and for the Year Ended December 31,2007


2006


2006


2005


2004


2003


2002(Dollars in thousands except per share data)Per Share Data:Basic earnings per share

$
1.15


$
1.39


$
1.83


$
1.58


$
1.24


$
1.00


$
0.57Diluted earnings per share

$
1.10


$
1.30


$
1.73


$
1.46


$
1.13


$
0.89


$
0.50Book value per share

$
10.35


$
7.96


$
9.75


$
6.54


$
4.90


$
3.64


$
2.63Average common shares outstanding


10,502,129



9,044,249



9,234,894



8,845,736



8,503,179



7,823,951



7,372,504Average common shares (diluted)


10,892,611



9,611,518



9,797,912



9,589,434



9,363,868



8,861,706



8,370,040Performance Ratios:Return on average assets


1.24
%


1.72
%


1.64
%


1.91
%


2.00
%


2.04
%


1.69
%Return on average equity


15.03
%


25.85
%


23.89
%


27.71
%


28.94
%


31.84
%


24.34
%Net interest margin


5.48
%


6.61
%


6.37
%


6.78
%


5.98
%


5.69
%


6.23
%Efficiency ratio


64.53
%


58.24
%


59.31
%


60.31
%


60.76
%


67.06
%


69.59
%Asset Quality:Nonperforming loans

$
32,034


$
11,669


$
19,124


$
7,951


$
11,799


$
6,765


$
1,908Government guaranteed portion


(13,550
)


(8,858
)


(10,335
)


(6,514
)


(8,140
)


(5,269
)


(1,078
)Net nonperforming loans


18,484



2,811



8,789



1,437



3,659



1,496



830OREO


152



2,131



1,255



2,111



303



485



Government guaranteed portion


(114
)


(1,158
)


(638
)


(604
)


(227
)






Net unguaranteed OREO


38



973



617



1,507



76



485



Net nonperforming assets

$
18,522


$
3,784


$
9,406


$
2,944


$
3,735


$
1,981


$
830Net nonperforming assets/loans*


1.54
%


0.36
%


0.82
%


0.39
%


0.70
%


0.55
%


0.31
%Net nonperforming assets/total assets


1.42
%


0.33
%


0.76
%


0.34
%


0.62
%


0.46
%


0.27
%Net charge offs/average loans


0.06
%


0.02
%


0.02
%


0.03
%


0.24
%


0.13
%


0.33
%Allowance for loan losses / net nonperforming loans*


71.95
%


413.76
%


142.46
%


629.10
%


173.88
%


241.17
%


363.06
%Allowance for loan losses/net loans*


1.10
%


1.10
%


1.10
%


1.20
%


1.20
%


1.00
%


1.11
%Capital Ratios:Average equity / average assets


8.26
%


6.66
%


6.88
%


6.96
%


6.92
%


6.45
%


6.95
%Tier I leverage ratio


10.60
%


8.94
%


11.42
%


9.28
%


9.20
%


9.06
%


8.53
%Tier I risk based ratio


9.59
%


7.92
%


10.49
%


8.93
%


9.68
%


10.01
%


9.30
%Total risk based ratio


10.57
%


10.19
%


11.90
%


11.02
%


11.81
%


11.54
%


10.61
%Loan Servicing:SBA 7(a) participations sold-period end

$
441,153


$
483,032


$
476,512


$
486,710


$
421,529


$
287,346


$
168,164Other participations sold


6,883







3,550



16,489



18,772



18,906



8,911Total participations sold  period end

$
448,036


$
483,032


$
480,062


$
503,199


$
440,301


$
306,252


$
177,075     *
    
    Includes loans held-for-sale
 10




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##### Table of Contents



As of and forthe Nine Months EndedSeptember 30,


As of and for the Year Ended December 31,2007


2006


2006


2005


2004


2003


2002(Dollars in thousands)SBA excess servicing asset

$
5,572


$
8,402


$
8,288


$
8,169


$
7,586


$
6,117


$
3,764SBA I/O strip receivable asset


6,846



14,884



13,215



22,068



24,680



20,496



13,120Total SBA servicing asset

$
12,418


$
23,286


$
21,503


$
30,237


$
32,266


$
26,613


$
16,884SBA servicing-fee income

$
5,475


$
7,026


$
9,077


$
10,265


$
8,738


$
6,026


$
2,675SBA servicing-asset amortization


(10,093
)


(8,379
)


(11,487
)


(7,492
)


(6,120
)


(4,234
)


(1,462
)SBA servicing-guarantee fee to SBA


(201
)


(167
)


(205
)


(135
)


(118
)


(99
)


(83
)SBA
    servicing-net
    servicing income (loss)

$
(4,818
)

$
(1,520
)

$
(2,615
)

$
2,638


$
2,500


$
1,693


$
1,130Loan Sales:SBA 7(a) sales  guaranteed

$
70,762


$
90,190


$
114,589


$
108,912


$
146,881


$
129,813


$
108,213SBA 7(a) guaranteed-sales gain


3,658



4,595



5,948



5,113



8,795



8,149



6,042SBA 7(a) sales  unguaranteed


11,415



15,654



20,556



37,011



35,365



19,209



12,573Unguaranteed SBA 7(a) sales gain


1,299



2,787



3,443



6,510



6,361



3,191



2,094Mortgage loan sales














13,522



45,243



100,800



83,014Mortgage loan sales gain














285



1,511



3,568



3,100SBA broker referral income


3,218



2,065



3,056



2,492



2,506



2,845



1,972Mortgage broker referral income


775



938



1,258



898



963



1,038



908
 11




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##### Table of Contents



RISK
    FACTORS
  An investment in the trust preferred securities is subject to
    the risks described below. You should carefully review the
    following risk factors and other information contained in this
    prospectus and in documents incorporated by reference in this
    prospectus before deciding whether this investment is suited to
    your particular circumstances. In addition, because each trust
    preferred security sold in the offering will represent a
    beneficial interest in Temecula Valley Statutory Trust VI,
    which will own our notes, you are also making an investment
    decision with regard to the notes, as well as our guarantee of
    the Temecula Valley Statutory Trust VIs obligations.
    You should carefully review all the information in this
    prospectus about all of these securities.
  Risks
    Related to an Investment in the Trust Preferred
    Securities
  The
    indenture does not limit the amount of indebtedness that we may
    issue that ranks senior to the subordinated notes upon its
    liquidation or in right of payment as to principal or
    interest.
  pari passu pari passu
  Parity securities
  We
    have made only limited covenants in the indenture and the trust
    agreement, which may not protect your investment in the event we
    experience significant adverse changes in our financial
    condition or results of operations.
    The
    notes beneficially owned by the trust will be effectively
    subordinated to the obligations of Temecula Valley
    Bank.
  winding-up,
 12




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##### Table of Contents



Our
    ability to make distributions on or redeem the trust preferred
    securities is restricted.
    We
    guarantee distributions on the trust preferred securities only
    if the trust has funds available.
    
    any accumulated and unpaid distributions required to be paid on
    the trust preferred securities, to the extent the trust has
    funds available to make the payment;
    the redemption price for any trust preferred securities called
    for redemption, to the extent the trust has funds available to
    make the payment; and
    upon a voluntary or involuntary dissolution,
    winding-up
    or liquidation of the trust, other than in connection with a
    distribution of corresponding assets to holders of trust
    preferred securities, the lesser of:  the aggregate of the stated
    liquidation amount and all accumulated and unpaid distributions
    on the trust preferred securities to the date of payment, to the
    extent the trust has funds available to make the
    payment; andthe amount of assets of the trust
    remaining available for distribution to holders of the trust
    preferred securities upon liquidation of the trust.    pari passu
  We
    have the right to defer interest for not more than 20
    consecutive quarterly interest payment dates without causing an
    event of default.
   13




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##### Table of Contents



Deferral
    of interest payments could adversely affect the market price of,
    and will adversely affect the United States federal income tax
    consequences of, the trust preferred securities.
      If we
    defer payments on other obligations of trusts that have issued
    other trust preferred securities, we will have to defer payments
    on these trust preferred securities.
    Holders
    of the trust preferred securities have limited rights under the
    notes.
        An
    active trading market for the trust preferred securities may not
    develop.
   14




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##### Table of Contents



The
    general level of interest rates and our credit quality will
    directly affect the value of the trust preferred
    securities.
    General
    market conditions and unpredictable factors could adversely
    affect market prices for the trust preferred
    securities.
    
    whether we are deferring interest or are likely to defer
    interest on the notes;
    our creditworthiness;
    the market for similar securities; and
    economic, financial, geopolitical, regulatory or judicial events
    that affect us, the Bank or the financial markets generally.    We may
    redeem the notes at any time on or after March 30, 2013 or
    at any time prior to March 30, 2013, with notice, upon the
    occurrence of a tax event, capital treatment event or an
    investment company event.
      There
    can be no assurance that the Internal Revenue Service or a court
    will agree with the characterization of the notes as
    indebtedness for United States federal income tax
    purposes.
   15




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##### Table of Contents



Non-U.S. Holders
  The
    trust preferred securities are not an insured deposit and
    therefore are subject to risk of loss.
    We can
    distribute the notes to you, which may have adverse tax
    consequences for you and which may adversely affect the market
    price of the preferred securities prior to such
    distribution.
        As a
    holder of trust preferred securities, you have limited voting
    rights, and we can amend the trust agreement to change the terms
    and conditions of the administration, operation and management
    of Temecula Valley Statutory Trust VI without your
    consent.
     16




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##### Table of Contents



Risks
    Related to an Investment in Temecula Valley Bancorp
  Our
    success has been built upon significant and profitable growth
    and we may not be able to sustain our profitable growth or our
    rate of growth or be able to support our growth, any of which
    events will adversely affect our profits and results of
    operations.
      We
    rely, in part, on external financing to fund our operations and
    the unavailability of such funds in the future could adversely
    affect our growth strategy and prospects.
    Declining
    real estate prices can cause repayment problems and would
    adversely affect our assets and results of
    operations.
    We
    have not been through a variety of business cycles since we
    began operations and, as a result, we may not effectively
    evaluate our future prospects and this lack of operating history
    may increase the risk that we will not continue to be
    successful.
   17




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##### Table of Contents



Our
    continued pace of growth may require us to raise additional
    capital in the future, but that capital may not be available or
    may not be on terms acceptable to us when it is
    needed.
    Our
    dependence on loans secured by real estate subjects us to risks
    relating to fluctuations in the real estate market and related
    interest rates, environmental risks, and legislation that could
    result in significant additional costs and capital requirements
    that could adversely affect our assets and results of
    operations.
      Our
    banks concentration in real estate construction loans
    subjects it to risks such as inadequate security for repayment
    of those loans and fluctuations in the demand for those loans
    based on changes in the housing market.
   18




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##### Table of Contents



Our
    earnings are highly dependent on our continued ability to
    originate, sell and service SBA loans.
      Our
    new SBA purchase program is subject to governmental and
    management changes that could affect its success and
    operations.
    If the
    rules change relative to SBA lending resulting in a decreased or
    non-existent funding program for SBA loans, our income will
    decrease and our overall financial health will be negatively
    affected.
   19




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##### Table of Contents



We may
    incur additional costs and experience impaired operating results
    if we are unable to retain our key management or we are unable
    to attract and retain additional successful bankers in order to
    grow our business.
    If our
    bank is unable to pay our holding company cash dividends to meet
    its cash obligations, our business, financial condition, results
    of operations and prospects will be adversely
    affected.
    Our
    allowance for loan losses may prove to be insufficient to absorb
    losses inherent in our loan portfolio.
    
    cash flow of the borrower
    and/or the
    project being financed;
    in the case of a secured loan, the changes and uncertainties as
    to the value of the collateral;
    the credit history of a particular borrower;
    changes in economic and industry conditions; and
    the duration of the loan. 20




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##### Table of Contents



Our
    banks business, financial condition and results of
    operations are sensitive to and may be adversely affected by
    interest rate and prepayment changes.
          Increasing
    levels of competition in banking and financial services
    businesses may reduce our market share or cause the prices we
    charge for services to fall, which may decrease our
    profits.
   21




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##### Table of Contents



Our
    success depends, in part, upon our ability to effectively use
    rapid-changing technology in providing and marketing products
    and services to our customers.
    Both
    our holding company and our bank are subject to government
    regulation that limits and restricts their activities and
    operations.
    Our
    policies and procedures for minimizing loan losses may not fully
    protect us, particularly when the economy is weak.
    Our
    business, financial condition and results of operations may be
    adversely affected if we are unable to insure against or control
    our operations risks.
    Our
    geographic concentration may adversely affect our results of
    operations if business conditions in our market area
    decline.
   22




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##### Table of Contents



Our
    business is subject to liquidity risk, and changes in our source
    of funds may adversely affect our performance and financial
    condition by increasing our cost of funds.
    USE
    OF PROCEEDS
    REGULATORY
    CONSIDERATIONS
  Form 10-K
 23




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##### Table of Contents



ACCOUNTING
    CONSIDERATIONS AND REGULATORY
    CAPITAL TREATMENT
      CONSOLIDATED
    EARNINGS RATIOS
    Nine MonthsEndedSeptember 30,


Year Ended December 31,2007


2006


2006


2005


2004


2003


2002Consolidated ratios of earnings to fixed chargesExcluding interest on deposits


10.0
x


12.4
x


11.5
x


15.6
x


23.1
x


29.2
x


21.8
xIncluding interest on deposits


1.5
x


1.9
x


1.8
x


2.6
x


3.8
x


3.7
x


3.3
x     
    earnings represent income from continuing operations before
    income taxes, plus fixed charges;
    fixed charges, excluding interest on deposits, include interest
    expense (other than on deposits), amortized capitalized expenses
    related to indebtedness; and
    fixed charges, including interest on deposits, include all
    interest expense, amortized capitalized expenses related to
    indebtedness. 24




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##### Table of Contents



CAPITALIZATION
    September 30, 2007Actual


Adjusted(Dollars in thousands)Long-term Debt:Senior and subordinated debt

$
34,023


$
56,847Notes






Total long-term debt

$
34,023


$
56,847Shareholders equity:Common stock, 40,000,000 shares authorized,
    10,137,910 shares outstanding

$
36,870


$
36,870Undivided profits


68,074



68,074Total shareholders equity


104,944



104,944Total long-term debt and shareholders equity

$
138,967


$
161,791Capital Ratios:Tier 1 Leverage Ratio


10.60
%


10.74
%Tier 1 Risk Based Ratio


9.59
%


9.71
%Total Risk Based Ratio


10.57
%


12.10
%   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 25




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DESCRIPTION
    OF THE TRUST PREFERRED SECURITIES
  The following is a brief description of certain terms of the
    trust preferred securities and of the trust agreement under
    which they are issued. It does not purport to be complete in all
    respects. This description is subject to and qualified in its
    entirety by reference to the trust agreement, which will be
    filed with the SEC and incorporated by reference into the
    registration statement to which this prospectus relates and
    copies of which are available upon request from Temecula Valley
    Bancorp.
  General
  notes.
      holder
  Distributions
     26




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##### Table of Contents



distribution
    date. distribution distribution period.
    Deferral
    of Distributions
    Redemption
    pro rata
     27




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##### Table of Contents



Redemption Procedures
        
    all rights of the holders of such trust preferred securities
    called for redemption will cease, except the right of the
    holders of such trust preferred securities to receive the
    redemption price and any distribution payment in respect of the
    trust preferred securities on or prior to the redemption date,
    but without interest on such redemption price; and
    the trust preferred securities called for redemption will cease
    to be outstanding.      pro rata
    Optional
    Liquidation of Trust and Distribution of Notes to
    Holders
    
    certain events of bankruptcy, dissolution or liquidation of us;
    the written direction from us, as holder of the Trusts
    common securities, to the property trustee to dissolve the Trust
    and distribute a like amount of the notes to the holders of the
    trust preferred 28




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##### Table of Contents



securities and common securities, subject to receipt by us of
    any required prior approval of the Federal Reserve;  
    redemption of all of the trust preferred securities as described
    in this Section under Redemption; or
    the entry of an order for the dissolution of the Trust by a
    court of competent jurisdiction.  pro rata
    
    the trust preferred securities will no longer be deemed to be
    outstanding;
    DTC or its nominee, as the record holder of the trust preferred
    securities, will receive a registered global certificate or
    certificates representing the notes to be delivered upon such
    distribution;
    any certificates representing the trust preferred securities not
    held by DTC or its nominee or surrendered to the exchange agent
    will be deemed to represent notes having a principal amount
    equal to the stated liquidation amount of such trust preferred
    securities, and bearing accrued and unpaid interest in an amount
    equal to the accrued and unpaid distributions on such trust
    preferred securities until such certificates are so surrendered
    for transfer or reissuance;
    we will use best efforts to list notes on the Nasdaq Global
    Market or such other exchange, if the trust preferred securities
    were then so listed;
    those holders who do not surrender their trust preferred
    securities will be deemed to have exchanged them for
    notes; and
    all rights of the holders of the trust preferred securities will
    cease, except the right to receive notes upon such surrender.    Liquidation
    Value
    Ranking
    of Trust Preferred Securities and Common
    Securities
  pro rata
 29




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##### Table of Contents



Events of
    Default under Trust Agreement
  Trust Event of
    Default,
  
    the occurrence of an event of default under the indenture with
    respect to the notes beneficially owned by the Trust;
    the default by the Trust in the payment of any distribution on
    any Trust security of the Trust when such becomes due and
    payable, and continuation of such default for a period of
    30 days;
    the default by the Trust in the payment of any redemption price
    of any Trust security of the Trust when such becomes due and
    payable;
    the failure to perform or the breach, in any material respect,
    of any other covenant or warranty of the trustees in the trust
    agreement for 90 days after the defaulting trustee or
    trustees have received written notice of the failure to perform
    or breach in the manner specified in such trust
    agreement; or
    the occurrence of certain events of bankruptcy or insolvency
    with respect to the property trustee or Delaware trustee and our
    failure to appoint a successor property trustee or Delaware
    trustee within 90 days.       30




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##### Table of Contents



Removal
    of Trustees
  and/or
  Merger or
    Consolidation of Trustees
    Mergers,
    Consolidations, Amalgamations or Replacements of the
    Trust
    
    such successor entity either:  expressly assumes all of the
    obligations of the Trust with respect to the trust preferred
    securities, orsubstitutes for the trust
    preferred securities other securities having substantially the
    same terms as the trust preferred securities, or the
    Successor Securities, so long as the
    Successor Securities rank the same as the trust preferred
    securities in priority with respect to distributions and
    payments upon liquidation, redemption and otherwise;  
    a trustee of such successor entity possessing the same powers
    and duties as the property trustee is appointed to hold the
    notes then held by or on behalf of the property trustee;
    such merger, consolidation, amalgamation, replacement,
    conveyance, transfer or lease does not cause the trust preferred
    securities, including any Successor Securities, to be downgraded
    by any nationally recognized statistical rating organization if
    the trust preferred securities or notes are rated;
    such merger, consolidation, amalgamation, replacement,
    conveyance, transfer or lease does not adversely affect the
    rights, preferences and privileges of the holders of trust
    preferred securities, including any Successor Securities, in any
    material respect;
    the trust preferred securities or their successor securities
    will be listed on a national exchange or interdealer quotation
    system;
    such successor entity has purposes substantially identical to
    those of the Trust; 31




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##### Table of Contents




    prior to such merger, consolidation, amalgamation, replacement,
    conveyance, transfer or lease, the property trustee has received
    an opinion from counsel to the Trust experienced in such matters
    to the effect that:  such merger, consolidation,
    amalgamation, replacement, conveyance, transfer or lease does
    not adversely affect the rights, preferences and privileges of
    the holders of trust preferred securities, including any
    Successor Securities, in any material respect, andfollowing such merger,
    consolidation, amalgamation, replacement, conveyance, transfer
    or lease, neither the Trust nor such successor entity will be
    required to register as an investment company under the
    Investment Company Act of 1940, or Investment Company
    Act;  
    the Trust has received an opinion of counsel experienced in such
    matters that such merger, consolidation, amalgamation,
    conveyance, transfer or lease will not cause the Trust or the
    successor entity to be classified other than as a grantor trust
    for U.S. federal income tax purposes; and
    we own or any permitted successor or assignee owns all of the
    common securities of such successor entity and guarantees the
    obligations of such successor entity under the Successor
    Securities at least to the extent provided by the guarantee.    Voting
    Rights; Amendment of the Trust Agreement
      
    cure any ambiguity, correct or supplement any provisions in the
    trust agreement that may be inconsistent with any other
    provision, or to make any other provisions with respect to
    matters or questions arising under such trust agreement, which
    may not be inconsistent with the other provisions of the trust
    agreement;
    modify, eliminate or add to any provisions of the trust
    agreement to such extent as shall be necessary to ensure that
    the Trust will neither be taxable as a corporation nor be
    classified as other than a grantor trust for U.S. federal
    income tax purposes at all times that any trust preferred
    securities are outstanding, or to ensure that the notes are
    treated as indebtedness of Temecula Valley Bancorp for
    U.S. federal income tax purposes, or to ensure that the
    Trust will not be required to register as an investment
    company under the Investment Company Act.   32




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##### Table of Contents




    change the amount or timing, or otherwise adversely affect the
    amount, of any distribution required to be made in respect of
    Trust securities as of a specified date;
    restrict the right of a holder of Trust securities to institute
    a suit for the enforcement of any such payment on or after such
    date;
    reduce the percentage of aggregate liquidation amount of
    outstanding trust preferred securities, the consent of whose
    holders is required for any such amendment, or the consent of
    whose holders is required for any waiver of compliance with any
    provision of the trust agreement or of defaults hereunder and
    their consequences provided for in the trust agreement;
    impair or adversely affect the rights and interest of the
    holders in the Trust Property, or permit the creation of
    any lien on any portion of the Trust Property; or
    modify the definition of outstanding or other
    specified provisions.  Indenture and Notes.
  
    direct the time, method and place of conducting any proceeding
    for any remedy available to the indenture trustee for the notes,
    or execute any trust or power conferred on the indenture trustee
    with respect to such notes;
    waive any past default that is waivable under the indenture;
    exercise any right to rescind or annul a declaration that the
    principal of all the notes is due and payable; or
    consent to any amendment, modification or termination of the
    indenture or such notes, where such consent by the holders of
    the notes shall be required.      General.
   33




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##### Table of Contents



Payment
    and Paying Agent
      Registrar
    and Transfer Agent
  Transfer Agent,
      Information
    Concerning the Property Trustee
   34




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##### Table of Contents



Governing
    Law
    Miscellaneous
          DESCRIPTION
    OF THE JUNIOR SUBORDINATED NOTES
  The following is a brief description of certain terms of the
    notes and the indenture. It does not purport to be complete in
    all respects. This description is subject to and qualified in
    its entirety by reference to the notes and the indenture, which
    are filed with the SEC and incorporated by reference into this
    prospectus and copies of which are available upon request from
    Temecula Valley Bancorp.
  indenture, indenture trustee.
  holder
    General
  pari passu pari passu
 35




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##### Table of Contents



Interest
    Rate and Interest Payment Dates
  interest payment dates, interest period. 360-day 30-day 360-day
    interest deferred
    interest
    Maturity
    Option to
    Defer Interest Payments
    deferral period
         36




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##### Table of Contents



Dividend
    and Other Payment Stoppages during Interest Deferral and under
    Certain Other Circumstances
    
    declare or pay any dividends or distributions on, or redeem,
    purchase, acquire or make a liquidation payment with respect to,
    any shares of our capital stock;
    make any payment of principal of, or interest or premium, if
    any, on, or repay, purchase or redeem any of our debt securities
    that rank pari passuwith the notes (including the notes,
    parity securities) or junior to the
    notes; or
    make any payments under any guarantee that ranks junior to our
    guarantee related to the notes.    
    any purchase, redemption or other acquisition of shares of our
    capital stock in connection with:  
    any employment contract, benefit plan or other similar
    arrangement with or for the benefit of any one or more
    employees, officers, directors or consultants;
    a dividend reinvestment or shareholder purchase plan;
    transactions effected by or for the account of our customers or
    any of our affiliates or in connection with the distribution,
    trading or market-making in respect of the trust preferred
    securities; or
    the issuance of our capital stock, or securities convertible
    into or exercisable for such capital stock, as consideration in
    an acquisition transaction entered into prior to the applicable
    deferral period or default;  
    any exchange or conversion of any class or series of our capital
    stock, or the capital stock of one of our subsidiaries, for any
    other class or series of its capital stock, or of any class or
    series of our indebtedness for any class or series of our
    capital stock;
    any purchase of fractional interests in shares of our capital
    stock pursuant to the conversion or exchange provisions of such
    capital stock or the securities being converted or exchanged;
    any declaration of a dividend in connection with any shareholder
    rights plan, or the issuance of rights, stock or other property
    under any shareholder rights plan, or the redemption or
    repurchase of rights pursuant thereto;
    any dividend in the form of stock, warrants, options or other
    rights where the dividend stock or stock issuable upon exercise
    of such warrants, options or other rights is the same stock as
    that on which the dividend is being paid or ranks equally with
    or junior to such stock; or
    any payment of principal on parity securities necessary to avoid
    a breach of the instrument governing such parity securities.   37




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##### Table of Contents



Redemption
    
    redeemable, in whole or in part, at any time on or after
    March 30, 2013 at a redemption price equal to 100% of their
    principal amount plus accrued and unpaid interest through the
    date of redemption; and
    redeemable, in whole but not in part, after the occurrence of a
    tax event, a capital treatment event or
    an investment company event, as described below.        capital treatment event
  investment company event
  tax event
  
    amendment to or change (including any announced prospective
    change) in the laws or regulations of the United States or any
    political subdivision or taxing authority of or in the United
    States that is enacted or becomes effective after the initial
    issuance of the trust preferred securities; or
    official administrative decision or judicial decision or
    administrative action or other official pronouncement
    interpreting or applying those laws or regulations that is
    announced after the initial issuance of the trust preferred
    securities; and    
    the Trust is or will be subject to United States federal income
    tax with respect to income received or accrued on the notes;
    interest payable by us on the notes is not, or will not be,
    deductible by us, in whole or in part, for United States federal
    income tax purposes; or
    the Trust is or will be subject to more than a de minimisamount of other taxes, duties or other governmental charges. 38




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##### Table of Contents




    issue, register the transfer of, or exchange, notes during a
    period beginning at the opening of business 15 days before
    the day of selection for redemption of notes and ending at the
    close of business on the day of mailing of notice of
    redemption; or
    transfer or exchange any notes so selected for redemption,
    except, in the case of any notes being redeemed in part, any
    portion thereof not to be redeemed.  Subordination
    senior debt
  (1)
    debt for money we have borrowed;                       39




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##### Table of Contents



pari passu
  pari passu
    
    the payments or distributions consist of securities issued by us
    or another company in connection with a plan of reorganization
    or readjustment; and
    payment on those securities is subordinate to outstanding senior
    and subordinated debt and any securities issued with respect to
    senior and subordinated debt under such plan of reorganization
    or readjustment at least to the same extent provided in the
    subordination provisions of the notes.      
    the payments or distributions consist of securities issued by us
    or another company in connection with a plan of reorganization
    or readjustment; and
    payment on those securities is subordinate to outstanding senior
    and subordinated debt and any securities issued with respect to
    senior and subordinated debt under such plan of reorganization
    or readjustment at least to the same extent provided in the
    subordination provisions of the notes.     40




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##### Table of Contents



Payment;
    Exchange; Transfer
    
    on an interest payment date to the person in whose name that
    note is registered at the close of business on the record date
    relating to that interest payment date; and
    on the date of maturity or earlier redemption or repayment to
    the person who surrenders such notes at the office of the
    appointed paying agent.      Denominations
    Limitation
    on Mergers and Sales of Assets
    
    the entity formed by the consolidation or into which we merge,
    or to which we transfer our properties and assets, (1) is a
    corporation, partnership or trust organized and existing under
    the laws of the United States, any state of the United States or
    the District of Columbia and (2) expressly assumes by
    supplemental indenture the payment of any principal, premium or
    interest on the notes, and the performance of our other
    covenants under the indenture; and
    immediately after giving effect to the transaction, no event of
    default, and no event which, after notice or lapse of time or
    both, would become an event of default, will have occurred and
    be continuing under the indenture; and
    certain other conditions as prescribed in the indenture are met.   41




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Events of
    Default; Waiver and Notice
  events of default
                          
    a default in payment of principal or interest (including any
    additional interest) (unless the default has been cured and a
    sum sufficient to pay all matured installments of interest
    (including any additional interest) and principal due otherwise
    than by acceleration has been deposited with the
    trustee); or 42




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
    a default under any provision of the indenture that itself
    cannot be modified or amended without the consent of the holder
    of each outstanding note.        Actions
    Not Restricted by Indenture
    
    incur, assume or become liable for any type of debt or other
    obligations;
    create liens on our property for any purpose; or
    pay dividends or make distributions on our capital stock or
    repurchase or redeem our capital stock, except as set forth in
    this Section under Dividend and Other Payment Stoppages
    during Interest Deferral and under Certain Other
    Circumstances.    No
    Protection in the Event of a Highly Leveraged
    Transaction
    Distribution
    of Corresponding Assets
      Modification
    of Indenture
    
    a change in the stated maturity of any payment of principal or
    interest (including any additional interest);
    a change of the date of payment of any interest;
    a reduction in any principal amount, interest or premium upon
    redemption on the notes; 43




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
    change the place of payment where, or the coin or currency or
    currency unit in which, any principal, premium or interest, on
    the notes is payable;
    a limitation of a holders right to sue us for the
    enforcement of payments due on the notes;
    a reduction in the percentage of outstanding notes required to
    consent to a modification or amendment of the indenture or
    required to consent to a waiver of compliance with certain
    provisions of the indenture or certain defaults under the
    indenture; or
    a modification of any of the foregoing requirements contained in
    the indenture.        
    evidencing the succession of another corporation to Temecula
    Valley Bancorp, and the assumption by such successor of its
    covenants contained in the indenture and the notes;
    adding covenants, restrictions or obligations that are not
    materially adverse to the holders of the notes;
    making any changes to ensure the notes are treated as debt for
    tax purposes; or
    curing any ambiguity, correcting or supplementing any provision
    in the indenture that may be defective or inconsistent with any
    other provision therein or making any other provisions with
    respect to matters or questions arising under the indenture that
    shall not be inconsistent with any provision therein, provided
    that such other provisions shall not adversely affect the
    interests of the holders of the notes in any material respect.  Trust Expenses
    Governing
    Law
    The
    Indenture Trustee
   44




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DESCRIPTION
    OF THE GUARANTEE
  The following is a brief description of the terms of the
    guarantee. It does not purport to be complete in all respects.
    This description is subject to and qualified in its entirety by
    reference to the guarantee, which has been filed with the SEC
    and incorporated by reference into the registration statement to
    which this prospectus relates and copies of which are available
    upon request from Temecula Valley Bancorp.
  General
  guarantee payments, guarantee,
  
    any accumulated and unpaid distributions required to be paid on
    the trust preferred securities, to the extent the Trust has
    funds available to make the payment;
    the redemption price for any trust preferred securities called
    for redemption by the Trust, to the extent the Trust has funds
    available to make the payment; and
    upon a voluntary or involuntary dissolution,
    winding-up
    or liquidation of the Trust, other than in connection with a
    distribution of a like amount of corresponding assets to the
    holders of the trust preferred securities, the lesser of:  the aggregate of the liquidation
    amount and all accumulated and unpaid distributions on the trust
    preferred securities to the date of payment, to the extent the
    Trust has funds available to make the payment; andthe amount of assets of the Trust
    remaining available for distribution to holders of the trust
    preferred securities upon liquidation of the Trust.      guarantee trustee
  Effect of
    the Guarantee
   45




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Status of
    the Guarantee
    
    subordinate and junior in right of payment to all of our senior
    and subordinated debt in the same manner as the notes as set
    forth in the indenture; and
    equally with all other guarantees for payments on trust
    preferred securities that we issue in the future to the extent
    the related subordinated notes by their terms rank pari passuwith the notes, subordinated notes that we issue in the
    future to the extent that by their terms rank pari passuwith the notes and any of our other present or future
    obligations that by their terms rank pari passuwith such
    guarantee.    Amendments
    and Assignment
    Termination
    of the Guarantee
    
    upon full payment of the redemption price of all trust preferred
    securities;
    upon the distribution of the notes in exchange for all of the
    trust preferred securities; or
    upon full payment of the amounts payable in accordance with the
    trust agreement upon liquidation of the Trust.    Events of
    Default
       46




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Information
    Concerning the Guarantee Trustee
      Governing
    Law
    RELATIONSHIP
    AMONG THE TRUST PREFERRED SECURITIES, JUNIOR
    SUBORDINATED NOTES AND GUARANTEE
    
    issuing the trust preferred securities and common securities
    representing undivided beneficial interests in the Trust;
    investing the gross proceeds of the trust preferred securities
    and the common securities in the notes; and
    engaging in only those activities convenient, necessary or
    incidental thereto.    
    the Trust will hold an aggregate principal amount of notes equal
    to the sum of the aggregate liquidation amount of the trust
    preferred securities and the Trusts common securities;
    the interest rate on the notes will match the distribution rate
    on the trust preferred securities and the Trusts common
    securities;
    the interest and other payment dates on the notes will match the
    distribution dates for the trust preferred securities and the
    Trusts common securities;
    under the trust agreement, we will pay, and the Trust will not
    be obligated to pay, directly or indirectly, all costs,
    expenses, debts and obligations of the Trust, other than those
    relating to such Trust securities; and
    the trust agreement further provides that the trustees may not
    cause or permit the Trust to engage in any activity that is not
    consistent with the purposes of the Trust.     47




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
    directing the property trustee to enforce the terms of the
    notes; or
    suing us to enforce the property trustees rights under the
    notes.      Limited
    Purpose of Trust
    Rights
    upon Dissolution
   48




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BOOK-ENTRY
    SYSTEM
  DTC,
    non-U.S. securities indirect
    participants, non-U.S. securities
     49




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
    will not be entitled to have such global security certificates
    or the securities represented by these certificates registered
    in their names;
    will not receive or be entitled to receive physical delivery of
    securities certificates in exchange for beneficial interests in
    global security certificates; and
    will not be considered to be owners or holders of the global
    security certificates or any securities represented by these
    certificates for any purpose under the instruments governing the
    rights and obligations of holders of such securities.     50




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CERTAIN
    UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
  General
    Non-U.S. Holders
  
    the United States federal income tax consequences to
    stockholders in, or partners or beneficiaries of, an entity that
    is a holder of the trust preferred securities;
    the United States federal income tax consequences to a
    tax-exempt organization that is a holder of the trust preferred
    securities;
    the United States federal estate and gift or alternative minimum
    tax consequences of the purchase, ownership or sale of the trust
    preferred securities;
    persons who hold the trust preferred securities in a
    straddle or as part of a hedging,
    conversion or constructive sale
    transaction or whose functional currency is not the
    United States dollar; or
    any state, local or foreign tax consequences of the purchase,
    ownership and sale of trust preferred securities. 51




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
    a citizen or resident of the United States;
    a corporation created or organized in or under the laws of the
    United States, any state thereof or the District of Columbia;
    an estate if its income is subject to United States federal
    income taxation regardless of its source; or
    a trust if (1) a United States court can exercise primary
    supervision over its administration and one or more United
    States persons have the authority to control all of its
    substantial decisions or (2) the trust has a valid election
    in effect under applicable United States Treasury regulations to
    be treated as a United States person.      Non-U.S. Holder
    Classifications
    of the Notes
    Classification
    of the Trust
    Interest
    Income and Original Issue Discount
   52




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Exercise
    of Deferral Options
    Corporate
    U.S. Holders
    Sales of
    Trust Preferred Securities
     53




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Receipt
    of Notes or Cash upon Liquidation of the Trust
  pro rata
    Information
    Reporting and
    Back-Up
    Withholding
    Non-U.S.
    Holders
  Non-U.S. Holder
  
    the Non-U.S. Holder does not actually or constructively own
    10 percent or more of the total combined voting power of
    all classes of our stock entitled to vote;
    the
    Non-U.S. Holder
    is not a controlled foreign corporation that is related directly
    or constructively to us through stock ownership; and
    the
    Non-U.S. Holder
    satisfies the statement requirement by providing to the
    withholding agent, in accordance with specified procedures, a
    statement to the effect that holder is not a United States
    person (generally through the provision of a properly executed
    Form W-8BEN
    or, if the trust preferred securities are held by a securities
    clearing organization, certain financial institutions that are
    not qualified intermediaries, foreign partnerships, foreign
    simple trusts or foreign grantor trusts, a
    Form W-8IMY
    along with copies of
    Form W-8BEN
    from the
    Non-U.S. Holders).  Non-U.S. Holder Non-U.S. Holder
 54




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Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder Non-U.S. Holder W-8ECI. Non-U.S. Holder
  Non-U.S. Holders
  Non-U.S. Holder Non-U.S. Holder
  Non-U.S. Holder, Non-U.S. Holder, Non-U.S. Holder Non-U.S. Holders
    ERISA
    CONSIDERATIONS
  (ERISA) plan
  plans (parties in interest)
 55




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and/or
  (Similar Laws)
  plan assets
    regulation
      (PTCEs)
  
    PTCE 96-23,
    for specified transactions determined by in-house asset managers;
    PTCE 95-60,
    for specified transactions involving insurance company general
    accounts;
    PTCE 91-38,
    for specified transactions involving bank collective investment
    funds;
    PTCE 90-1,
    for specified transactions involving insurance company separate
    accounts; and
    PTCE 84-14,
    for specified transactions determined by independent qualified
    professional asset managers.   56




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 57




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UNDERWRITING
    Number ofTrust PreferredUnderwriters

SecuritiesHowe Barnes Hoefer & Arnett, Inc.


1,155,000Wunderlich Securities, Inc.


770,000Total


1,925,000         Total withPer Preferred





Exercise of Over-Security


Total


Allotment OptionPublic offering price

$
10.00Proceeds, before expenses, to Temecula Valley Statutory
    Trust VI

$
10.00


$
19,250,000


$
22,137,500Underwriting commission

$
0.375


$
721,875


$
830,156Proceeds, before expenses, to us

$
9.625


$
18,528,125


$
21,307,344        58




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
    the underwriters may over-allot or otherwise create a short
    position in the trust preferred securities for their own account
    by selling more trust preferred securities than have been sold
    to them;
    the underwriters may elect to cover any short position by
    purchasing trust preferred securities in the open market or by
    exercising the over-allotment option;
    the underwriters may stabilize or maintain the price of the
    trust preferred securities by bidding; and
    the underwriters may engage in passive market making
    transactions.        WHERE
    YOU CAN FIND MORE INFORMATION
  Form S-3 1-800-SEC-0330. http://www.sec.gov
  http://www.temvalbank.com
  (951) 694-9940
   59




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VALIDITY
    OF SECURITIES
    EXPERTS
  Form 10-K
  Form 10-K
  INCORPORATION
    OF CERTAIN DOCUMENTS BY REFERENCE
    o
    our Annual Report on
    Form 10-K
    for the year ended December 31, 2006 filed with the SEC on
    March 14, 2007;o
    our Quarterly Reports on
    Form 10-Q
    for the quarters ended March 31, 2007, June 30, 2007
    and September 30, 2007 filed with the SEC on May 10,
    2007, August 8, 2007 and November 9, 2007,
    respectively; ando
    our Current Reports on
    Form 8-K
    dated January 9, 2007, February 21, 2007,
    February 21, 2007
    (Form 8-K/A),
    June 27, 2007, July 25, 2007, July 25, 2007,
    September 26, 2007 and November 19, 2007 filed with
    the SEC on January 12, 2007, February 27, 2007,
    March 6, 2007
    (Form 8-K/A),
    June 28, 2007, July 27, 2007, July 27, 2007,
    September 28, 2007 and November 20, 2007.     60




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INDEMNIFICATION
    OF DIRECTORS, OFFICERS AND CONTROLLING PERSONS
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 61




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1,925,000 Trust Preferred
    Securities
  TEMECULA VALLEY STATUTORY
    TRUST VI
  9.45% Trust Preferred
    Securities
  Liquidation Amount $10
    Per
 Preferred Security
  Fully, irrevocably and
    unconditionally
 guaranteed, on a subordinated
    basis, as
 described in this prospectus,
    by
  TEMECULA VALLEY BANCORP
    INC.
    PROSPECTUS
    Howe Barnes Hoefer &
    Arnett
  Wunderlich Securities,
    Inc.




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##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN THE PROSPECTUS
  Item 16.
    Exhibits  ExhibitNumber

Description1
.1

Underwriting Agreement4
.1

Form of Indenture*4
.2

Form of Fixed Rate Junior Subordinated Note*4
.3

Certificate of Trust*4
.4

Declaration of Trust*4
.5

Form of Amended and Restated Trust Agreement*4
.6

Form of Preferred Securities Certificate (included as Exhibit C
    to Exhibit 4.5)*4
.7

Form of Guarantee Agreement*5
.1

Opinion of McAndrews, Allen & Matson5
.2

Opinion of Richards, Layton & Finger, P.A.8
.1

Opinion of Manatt, Phelps & Phillips, as to certain tax
    matters*12
.1

Calculation of ratios of earnings to fixed charges*23
.1

Consent of Independent Registered Public Accounting Firm23
.2

Consent of Independent Registered Public Accounting Firm23
.3

Consent of Richards, Layton & Finger, P.A. (included in
    Exhibit 5.2)23
.4

Consent of McAndrews, Allen & Matson (included in Exhibit
    5.1)23
.5

Consent of Manatt, Phelps & Phillips, LLP25
.1

Form T-1 Statement of Eligibility under the Trust Indenture Act
    of 1939, as amended, of Wilmington Trust Company, as trustee
    under the Indenture*25
.2

Form T-1 Statement of Eligibility under the Trust Indenture Act
    of 1939, as amended, of Wilmington Trust Company, as trustee
    under the Trust Agreement*25
.3

Form T-1 Statement of Eligibility under the Trust Indenture Act
    of 1939, as amended, of Wilmington Trust Company, as trustee
    under the Guarantee Agreement*     *
    
    Filed as an exhibit to our Registration Statement on
    Form S-3
    (333-147877)
    that was filed with the SEC on December 7, 2007, and
    incorporated herein by reference.




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SIGNATURES
  Form S-3
    By:
    /s/  Stephen
    H. Wacknitz 
  POWER OF
    ATTORNEY
    Signature

Title

Date/s/  Stephen
    H. WacknitzStephen
    H. Wacknitz

President, Chief Executive Officer (principal executive
    officer) and Chairman of the Board

January 11, 2008/s/  Donald
    A. PitcherDonald
    A. Pitcher

Executive Vice President, Chief Financial Officer (principal
    financial and accounting officer)

January 11, 2008/s/  Steven
    W. AichleSteven
    W. Aichle

Director

January 11, 2008/s/  Robert
    P. BeckRobert
    P. Beck

Director

January 11, 2008/s/  Neil
    M. ClevelandNeil
    M. Cleveland

Director

January 11, 2008/s/  George
    CossoliasGeorge
    Cossolias

Director

January 11, 2008/s/  Luther
    J. MohrLuther
    J. Mohr

Director

January 11, 2008/s/  Richard
    W. WrightRichard
    W. Wright

Director

January 11, 2008




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##### Table of Contents



INDEX TO
    EXHIBITS ATTACHED TO THIS
    FORM S-3
  1
.1

Underwriting Agreement5
.1

Opinion of McAndrews, Allen & Matson5
.2

Opinion of Richards, Layton & Finger, P.A.23
.1

Consent of Independent Registered Public Accounting Firm23
.2

Consent of Independent Registered Public Accounting Firm23
.3

Consent of Richards, Layton & Finger, P.A. (included in
    Exhibit 5.2)23
.4

Consent of McAndrews, Allen & Matson (included in Exhibit
    5.1)23
.5

Consent of Manatt, Phelps & Phillips, LLP