UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 For the Fiscal Year Ended December 31, 2007
or
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Transition Period from __________ to __________.
Commission File Number 000-25919
American Church Mortgage Company
Incorporated Under the Laws of the State of Minnesota
I.R.S. Employer Identification No.
41-1793975
10237 Yellow Circle Drive
Minnetonka, MN 55343
Telephone: (952) 945-9455
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock $.01
par value
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. Yes [ ] No [X]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this From 10-KSB or any
amendment to this Form 10-KSB [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Revenues for its most recent fiscal year: $3,947,690
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: Not applicable.
The number of shares outstanding of the issuer's common stock as of April 29,
2008 was:
2,493,595 Shares of Common Stock Outstanding
DOCUMENTS INCORPORATED BY REFERENCE:
None
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
Explanatory Note
This Annual Report on Form 10-KSB/A is being filed to amend Part III, Items
9 through 14 of our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2007, which was filed with the Securities and Exchange Commission
(the "SEC") on March 28, 2008, to include information previously omitted from
that filing in reliance on General Instruction E to Form 10-KSB, which provides
that registrants may incorporate by reference certain information from a
definitive proxy statement filed with the SEC within 120 days after the end of
the fiscal year. The reference on the cover of the Annual Report on Form 10-KSB
to the incorporation by reference of the registrant's definitive proxy statement
into Part III of the Annual Report is hereby deleted.
Except as stated herein, this Form 10-KSB/A does not reflect events
occurring after the filing of the Form 10-KSB on March 28, 2008 and no attempt
has been made in this Annual Report on Form 10-KSB/A to modify or update other
disclosures as presented in the Form 10-KSB filed March 28, 2008.
AMERICAN CHURCH MORTGAGE COMPANY
FORM 10-KSB/A
INDEX
Page
No.
PART III
Item 9. Directors, Executive Officers, Promoters, Control Persons,
and Corporate Governance; Compliance With Section 16 (a)
of the Exchange Act...................................................................................4
Item 10. Executive Compensation................................................................................4
Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters............................................................5
Item 12. Certain Relationships and Related Transactions, and Director Independence.............................5
Item 13. Exhibits..............................................................................................9
Item 14. Principal Accountant Fees and Services................................................................9
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PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
Composition of the Board of Directors
Pursuant to our Bylaws, the Board has fixed at five (5) the number of
directors, each who serves a one year term until the next annual meeting of
shareholders and until their successors are elected and qualified. The following
table sets forth certain information regarding the current Board of Directors.
=================================== ============= ========================================================
Name Age Position(s)
----------------------------------- ------------- --------------------------------------------------------
Philip J. Myers 52 Chairman, President, Treasurer, Secretary
----------------------------------- ------------- --------------------------------------------------------
Kirbyjon H. Caldwell 54 Director
----------------------------------- ------------- --------------------------------------------------------
Robert O. Naegele, Jr. 68 Director
----------------------------------- ------------- --------------------------------------------------------
Dennis J. Doyle 55 Director
----------------------------------- ------------- --------------------------------------------------------
Michael H. Holmquist 58 Director
----------------------------------- ------------- --------------------------------------------------------
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Philip J. Myers Mr. Myers has been our President, Treasurer and Secretary
since April 2001 and a director of the Company since October 2001. He has also
served as President, Treasurer, shareholder and a director of our Advisor,
Church Loan Advisors, Inc. since 1994, President, Secretary, and a director of
American Investors Group, Inc., an underwriter of our prior securities
offerings, since 1996, and of its parent company, Apostle Holdings Corp. since
2000. Mr. Myers has been an officer of American Investors Group, Inc. and has
engaged directly in church mortgage lending since 1989. He earned his bachelor
of arts degree in political science in 1977 from the State University of New
York at Binghamton and his juris doctor degree from the State University of New
York at Buffalo School of Law in 1980. From 1980 to 1982, Mr. Myers served as an
attorney in the Division of Market Regulation of the U.S. Securities and
Exchange Commission in Washington, D.C. and, from 1982 to 1984, as an attorney
with the Division of Enforcement of the Securities and Exchange Commission in
San Francisco. From August 1984 to January 1986, he was employed as an attorney
with the San Francisco law firm of Wilson, Ryan and Compilongo where he
specialized in corporate finance, securities and broker-dealer matters. From
January 1986 to January 1989, Mr. Myers was Senior Vice President and General
Counsel of Financial Planners Equity Corporation, a 400 broker securities dealer
formerly located in Marin County, California. He became affiliated with American
Investors Group, Inc. in 1989. He is an inactive member of the New York,
California and Minnesota State Bar Associations. Mr. Myers holds General
Securities Representative and General Securities Principal licenses with the
National Association of Securities Dealers, Inc.
Kirbyjon H. Caldwell Mr. Caldwell has served as an independent director of
the Company since 1994. He has been Senior Pastor of Windsor Village United
Methodist Church in Houston, Texas since January 1982. The membership of Windsor
Village is approximately 14,400. Mr. Caldwell received his B.A. degree in
Economics from Carlton College (1975), an M.B.A. in Finance from the University
of Pennsylvania's Wharton School (1977), and his Masters in Theology from
Southern Methodist University School of Theology (1981). He is a member of the
Boards of Directors of Continental Airlines, National Children's Defense Fund,
Baylor College of Medicine, Greater Houston Partnership, Amergy Bank of Texas,
Reliant Energy, Bridgeway Capital Management and the American Cancer Society. He
is also the founder and member of several foundations and other community
development organizations.
Robert O. Naegele, Jr. Mr. Naegele has served as an independent director of
the Company since 1994. Mr. Naegele's professional background includes
advertising, real estate development and consumer products with a special
interest in entrepreneurial ventures and small developing companies. In 1997, he
led a group of investors to
4
apply for, and receive an NHL expansion franchise, the Minnesota Wild, which
began play in the Xcel Energy Center in St. Paul, Minnesota, in October 2000.
Mr. Naegele is a member of the NHL Board of Governors and Chairman of the
Minnesota Wild.
Dennis J. Doyle Mr. Doyle has served as an independent director of the
Company since 1994. He is the majority shareholder and co-founder of Welsh
Companies, Inc., Minneapolis, Minnesota, a full-service real estate company
involved in property management, brokerage, investment sales, construction and
commercial development. Welsh Companies was co-founded by Mr. Doyle in 1980, and
has over 350 employees. Mr. Doyle is the recipient of numerous civic awards
relating to his business skills. He also is a member of the board of directors
of Rottlund Homes and Hope For The City.
Michael H. Holmquist Mr. Holmquist has served as an independent director of
the Company since 2003. Mr. Holmquist is a Certified Public Accountant
practicing from his office in Deephaven, Minnesota. Prior to entering the
accounting field in 1977, he worked for two years as a public school teacher and
served four years in the U.S. Coast Guard. He is a graduate of St. Olaf College.
Mr. Holmquist was an original incorporator of American Investors Group and an
employee of the firm from 1986-1989. He participated in establishing that firm's
church bond underwriting department and has extensive experience in church
auditing. Mr. Holmquist is a member of the American Institute of CPAs and
Central Lutheran Church.
How does the Board operate?
During 2007, the Board of Directors had four meetings. The attendance
policy of the Board encourages and expects all board members to attend all Board
meetings. Last year, all Directors attended two or more of the meetings except
for Mr. Naegele.
The Company encourages attendance at the Annual Shareholder Meeting, but
has no policy regarding attendance. One director attended the 2007 Annual
Shareholder Meeting.
The Board has no separately-designated standing audit committee,
compensation committee, nominating or executive committee. The Company's entire
Board performs the functions of an audit committee, but the Board has not
designated an "audit committee financial expert." The Company believes that
several of its independent directors qualify for such a designation, but does
not believe the designation of a specific individual is necessary at this time
since the Company is managed by its Advisor.
The Board does not have a nominating committee, but the process used by the
Board members and management of the Company to identify and evaluate the
qualifications of candidates for election to the Board is described in the
Company's Definitive Proxy Statement, filed April 27, 2007, and no changes to
such process have occurred since the filing.
How are Executives and Directors compensated?
Since inception, the Company has not had employees and the Company has only
one executive officer, Philip J. Myers, who serves in several capacities. The
actions and decisions of the Company and the Advisor are governed by the
Company's independent directors and by the Company's Bylaws and the Advisory
Agreement. Both of these documents substantially comply with the NASAA REIT
Guidelines, which include substantive limitations on, among other things,
conflicts of interest and related party transactions. As such, the Company has
not adopted a Code of Ethics. Because the Company has no employees, and because
Mr. Myers is not compensated by the Company, there is no Company compensation
committee. However, we currently pay each independent director $500 for each
board meeting attended ($400 for telephonic meetings), limited to $2,500 per
year. In addition, we reimburse directors for travel expenses incurred in
connection with their duties as our directors. Please see "Director
Compensation" on page 6. As a non-independent director, Philip J. Myers receives
no compensation or reimbursements in connection with his service on our Board of
Directors.
5
Section 16(a) Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers and persons who own more than 10% of our outstanding
common stock to file with the SEC reports of changes in their ownership of
common stock. Officers, directors and greater than 10% stockholders are also
required to furnish us with copies of all forms they file under this regulation.
To our knowledge during the year ended December 31, 2007, all Section 16(a)
filing requirements applicable to our officers, directors and greater than 10%
stockholders were complied with.
Code of Ethics
The Company has not adopted a Code of Business Conduct and Ethics that
applies to all directors, officers and employees of the Company. Since
inception, the Company has not had employees and the Company's activities have
been directed by the Advisor. In addition, the Company's and the Advisor's
activities have been governed by the Company's Bylaws and the Advisory
Agreement. Both of these documents substantially comply with the NASAA REIT
Guidelines which include substantive limitations on, among other things,
conflicts of interest and related party transactions. There are no family
relationships among any of our directors or executive officers listed above.
Item 10. Executive Compensation
The Company pays no compensation to its officers and has no other
employees. The Company has no equity compensation, outstanding equity awards or
pension plans. Additionally, the Company does not have severance, termination or
change in control arrangements or plans. Because no compensation or equity or
other awards have been awarded to, earned by or paid to any executive officer of
the Company, the Company has not included any tables or charts or a Compensation
Discussion and Analysis section describing executive compensation. However,
compensation paid to our directors is described below.
Director Compensation (1)
=========================================================================================================================
Name Fees Stock Option Non-Equity Change in Pension All Other Total
Value and
Nonqualified
Earned Deferred
or Paid Incentive Plan Compensation
in Cash Awards Awards Compensation Earnings Compensation
($) ($) ($) ($) ($) ($) ($)
-------------------------------------------------------------------------------------------------------------------------
Kirbyjon H.
Caldwell $1,200 n/a n/a n/a n/a n/a $1,200
-------------------------------------------------------------------------------------------------------------------------
Dennis J.
Doyle $1,200 n/a n/a n/a n/a n/a $1,200
-------------------------------------------------------------------------------------------------------------------------
Michael G.
Holmquist $1,400 n/a n/a n/a n/a $15,199 $16,599(2)
-------------------------------------------------------------------------------------------------------------------------
Philip J.
Myers n/a n/a n/a n/a n/a n/a n/a
-------------------------------------------------------------------------------------------------------------------------
Robert O.
Naegele, Jr. $800 n/a n/a n/a n/a n/a $800
=========================================================================================================================
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6
(1) All Directors, except Philip J, Myers, are paid $500 per board meeting
attended ($400 for telephonic meetings), limited to $2,500 per year, and
reimbursed for travel expenses incurred in connection with their duties as
directors.
(2) Mr. Holmquist was paid an additional $15,199 during 2007 for auditing and
testing the Company's internal controls to determine if the Company has
established and is maintaining an adequate system of controls as defined by
Section 404 of the Sarbanes-Oxley Act of 2002.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of April 29, 2008, the number of shares
beneficially owned by each director and by all executive officers and directors
as a group, and the beneficial owner of 5% or more of our outstanding stock,
based on 2,493,595 shares of common stock outstanding at that date. Unless
otherwise noted, each of the following persons has sole voting and investment
power with respect to the shares set forth opposite their respective names.
============================================================ ======================= =====================
Name and address of Beneficial Owner (1) Number of Percent
Shares of Common Stock
Beneficially of
Owned Class
------------------------------------------------------------ ----------------------- ---------------------
Robert O. Naegele, Jr. 8,033 .32%
------------------------------------------------------------ ----------------------- ---------------------
Philip J. Myers 20,000 (2) .80%
------------------------------------------------------------ ----------------------- ---------------------
Kirbyjon H. Caldwell -- --
------------------------------------------------------------ ----------------------- ---------------------
Dennis J. Doyle -- --
------------------------------------------------------------ ----------------------- ---------------------
Michael H. Holmquist -- --
------------------------------------------------------------ ----------------------- ---------------------
All Executive Officers and Directors as a Group
(six individuals) (3) 28,333 1.14%
============================================================ ======================= =====================
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(1) The address for the Directors is 10237 Yellow Circle Drive, Minnetonka,
Minnesota 55343
(2) Number does not include 9,400 shares owned by an affiliate of our Advisor,
which affiliate is 20% indirectly owned by Mr. Myers. Mr. Myers disclaims
beneficial ownership of these shares (representing 20% of the shares owned
by the affiliate), and does not have voting or investment power over the
shares.
(3) Includes 300 shares owned by Scott J. Marquis. Mr. Marquis is an officer of
our Advisor.
The Company pays no compensation to its officers and has no other
employees. The Company has no equity compensation, outstanding equity awards or
pension plans.
Item 12. Certain Relationships and Related Transactions
General
The Company's and the Advisor's activities are governed by the Company's
Bylaws and the Advisory Agreement. Both of these documents substantially comply
with the NASAA REIT Guidelines which include substantive limitations on, among
other things, conflicts of interest and related party transactions. Other than
with respect to the purchase and sale of church bonds for our portfolio in the
ordinary course of business, as described below, all future transactions between
us and our officers, directors and affiliates will be approved, in advance, by a
majority of our independent directors.
7
Our Advisor
Subject to the supervision of the Board of Directors, our business is
managed by Church Loan Advisors, Inc. (our "Advisor"), which provides investment
advisory and administrative services. Church Loan Advisors, Inc. is a Minnesota
corporation and has acted as our Advisor since inception in 1994. Our Advisor
renders lending and advisory services solely to us, and administers our business
affairs and operations.
The following table sets forth the names and positions of the officers and
directors of the Advisor:
Name Position
Philip J. Myers President, Treasurer and Director
Scott J. Marquis Vice President, Secretary
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Our Advisory Agreement
We have entered into a contract with our Advisor (the "Advisory Agreement")
under which our Advisor furnishes advice and recommendations concerning our
affairs, provides administrative services to us, and manages our day-to-day
affairs. In performing its services under the Advisory Agreement, our Advisor
may use facilities, personnel and support services of its affiliates. Expenses,
such as legal and accounting fees, director fees, stock transfer agent and
registrar and paying agent fees, are our direct expenses and are not provided
for by our Advisor as part of its services.
The Advisory Agreement is renewable annually by us for one-year periods,
subject to a determination, including a majority of our independent directors,
that our Advisor's performance has been satisfactory and that the compensation
paid by us to our Advisor has been reasonable. The Advisory Agreement was
reviewed and renewed for a one-year period on April 24, 2008. We may terminate
the Advisory Agreement without cause or penalty on 60 days' written notice. Upon
termination of the Advisory Agreement by either party, the Advisor may require
us to change our name to a name that does not contain the word "American,"
"America" or the name of the Advisor or any approximation or abbreviation
thereof. However, we may continue to use the word "church" in our name. Our
directors must determine that any successor Advisor possesses sufficient
qualifications to perform the Advisory function for us and justify the
compensation provided for in its contract with us.
Pursuant to the Advisory Agreement, our Advisor is required to pay all of
the expenses it incurs in providing us services including, but not limited to,
personnel expenses, rental and other office expenses of officers and employees
of the Advisor (except out-of-pocket expenses of such persons who are our
directors or officers), and all of its overhead and miscellaneous administrative
expenses relating to performance of its functions under the Advisory Agreement.
We are required to pay all other expenses, including the costs and expenses of
reporting to various governmental agencies and our shareholders and of
conducting our operations as a mortgage lender, fees and expenses of appraisers,
directors, auditors, outside legal counsel and transfer agents, and costs
directly relating to the closing of loan transactions.
In the event that our total operating expenses exceed in any calendar year
the greater of (a) 2% of our average invested assets or (b) 25% of our net
income (before interest expense), the Advisor is obligated to reimburse us, to
the extent of its fees for such calendar year, for the amount by which the
aggregate annual operating expenses paid or incurred by us exceed the
limitation. Our independent directors may, upon a finding of unusual and
non-recurring factors which they deem sufficient, determine that a higher level
of expenses is justified in any given year.
Our Bylaws provide that our independent directors are to determine, at
least annually, the reasonableness of the compensation which we pay to our
Advisor. Factors to be considered in reviewing the Advisory fee include the size
of the fees of the Advisor in relation to the size, composition and our
profitability, the rates charged by other investment advisors performing
comparable services, the success of our Advisor in generating opportunities that
meet our investment objectives, the amount of additional revenues realized by
our Advisor for other services performed, the quality and extent of service and
advice furnished by our Advisor, the quality of our investments in relation to
investments generated by our Advisor for its own account, if any, and the
performance of our investments.
8
Pursuant to the Advisory Agreement, we pay our Advisor an annual base
management fee of 1.25% of average invested assets on the first $35 million of
such assets, 1.00% on assets from $35 million to $50 million, and .75% on assets
in excess of $50 million. Although entitled to do so, the Advisor does not
assess its management fee on the church bond portion of our portfolio, but
rather only on the church loan portion of our portfolio. For purposes of the
Advisory Agreement, the Company's Invested Assets means outstanding church
loans, and does not include church bonds or cash equivalent temporary
investments. As defined in the Advisory Agreement, we remit to the Advisor
one-half of any origination fee collected from a borrower in connection with
mortgage loans made or renewed by us. For the years ended December 31, 2007 and
2006, we paid our Advisor $456,000 and $573,000, respectively.
American Investors Group, Inc.
In the course of our business, we have purchased and may continue to
purchase church bonds being underwritten and sold by American Investors Group,
Inc., an affiliate of our Advisor. Mr. Myers owns 20% of and has been President,
Treasurer and a director of American Investors Group, Inc. since 1996. Although
we have not and would not pay any commissions, American Investors Group, Inc.
benefits from such purchases as a result of commissions paid to it by the issuer
of the bonds. It also may benefit from mark-ups on bonds we buy from it and
mark-downs on bonds we sell through it on the secondary market. We purchase
church bonds for investment purposes only, and only at the public offering
price. Church bonds we purchase in the secondary market, if any, are purchased
at the best price available, subject to customary mark-ups (or in the case of
sales - mark-downs), on terms no less favorable than those applied to other
customers of American Investors Group, Inc. Our principals and our Advisor may
receive a benefit in connection with such transactions due to their affiliation
with the underwriter.
Director Independence
The Company's Board of Directors has determined that each of Dennis J.
Doyle, Kirbyjon H. Caldwell, Robert O. Naegele, Jr. and Michael G. Holmquist are
"independent," as that term is defined in NASAA REIT Guidelines and in Rule
4200(a)(15) of the Marketplace Rules of The NASDAQ Stock Market LLC.
Accordingly, the Board is composed of a majority of independent directors. There
are no transactions with the directors which were evaluated in connection with
the Board's determination of the independence or which have not already been
disclosed elsewhere in our 10-KSB filing.
Item 13. Exhibits
Exhibits
Listed on the Exhibit Index, which is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The following table presents fees billed to the Company by Boulay,
Heutmaker, Zibell & Co., P.L.L.P., the Company's principal accountants, for
professional services rendered for the fiscal years ended December 31, 2007 and
2006.
.................................................................... .................................................
Years Ended December 31,
.................................................................... .................................................
.................................................................... ....................... .........................
2007 2006
.................................................................... ....................... .........................
.................................................................... ....................... .........................
Audit Fees (1) $ 53,390 $ 41,605
.................................................................... ....................... .........................
.................................................................... ....................... .........................
Audit-Related Fees (2) - -
.................................................................... ....................... .........................
.................................................................... ....................... .........................
Tax Fees (3) 3,815 1,895
.................................................................... ....................... .........................
.................................................................... ....................... .........................
All Other Fees (4) 350 -
.................................................................... ....................... .........................
.................................................................... ....................... .........................
Total $ 57,555 $ 43,500
.................................................................... ....................... .........................
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9
(1) Audit Fees consist of fees billed for professional services rendered for
the audit of the Company's annual financial statements and review of the
interim financial statements included in quarterly reports and services
that are normally provided by the Company's independent registered public
accounting firm in connection with statutory and regulatory filings or
engagements.
(2) Audit-Related Fees consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit or
review of the Company's financial statements and are not reported under
"Audit Fees." We did not engage Boulay, Heutmaker, Zibell & Co., P.L.L.P.
to provide audit-related services during 2007 and 2006.
(3) Tax Fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax planning.
(4) All Other Fees consist of fees for products and services other than the
services reported above. In fiscal year 2007, the Company paid $350 for
assistance with a miscellaneous accounting matter.
The Board does not have an audit committee. However, the Board as a whole
considers whether the independent registered public accounting firm's provision
of audit-related services to the Company is compatible with the auditor's
independence. In addition, the Board pre-approves the hiring of our independent
registered public accounting firm, and has designated the Advisor to determine
if all fees to be charged for services rendered by the independent registered
public accounting firm are fair and reasonable prior to any work being
performed.
10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
AMERICAN CHURCH MORTGAGE COMPANY
Dated: April 29, 2008 By: /s/ Philip J. Myers
---------------- -------------------
Philip J. Myers, President, Treasurer
Chief Executive Officer, President and Treasurer
Principal Executive Officer and Principal Financial Officer
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11
EXHIBIT INDEX
Exhibit No. Title
3.1 Amended and Restated Articles of Incorporation 1
3.2 Third Amended and Restated Bylaws 2
4.1 Specimen Common Stock Certificate 1
4.2 Trust Indenture between the Company and The Herring National
Bank dated April 26, 2002 3
4.3 Supplemental Trust Indenture between the Company and
The Herring National Bank dated September 28, 2004 4
4.4 First Supplemental Indenture to 2002 Indenture dated July 2, 2007 2
4.5 First Supplemental Indenture to 2004 Indenture dated July 2, 2007 2
10.1 Amended and Restated REIT Advisory Agreement with
Church Loan Advisors, Inc. dated January 22, 2004 5
10.2 Line of Credit Agreement with Beacon Bank dated March 18, 2002 3
10.3 $2,000,000 Promissory Note and Combined Security Agreement between
the Company and Beacon Bank dated March 18, 2002 3
10.4 Security Agreement between the Company and
The Herring National Bank, as Trustee dated April 26, 2002 3
10.5 Supplemental Security Agreement between the Company and
The Herring National Bank, as Trustee dated September 28, 2004 4
10.6 Revolving Credit Agreement by and among the Company and
KeyBank National Association, dated July 26, 2007 5
10.7 Key Bank Promissory Note dated July 26, 2007 5
10.8 Security Agreement with KeyBank dated July 26, 2007 5
10.9 Collateral Assignment of Documents Rights and Claims dated July 26, 2007 5
31.1 Certification Pursuant to Section 302 of Sarbanes Oxley Act of 2002 6
32.1 Certification Pursuant to 19 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes Oxley Act of 2002 6
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(1) Incorporated herein by reference to the Company's Registration Statement on
Form 8-A, filed April 30, 1999.
(2) Incorporated herein by reference to the Company's Current Report on Form
8-K, filed July 3, 2007.
(3) Incorporated herein by reference to the Company' Registration Statement on
Form S-11/A, filed April 26, 2002.
(4) Incorporated herein by reference to the Company' Registration Statement on
Form S-11/A, filed September 29, 2004.
(5) Incorporated herein by reference to the Company's Current Report on Form
8-K/A, filed August 1, 2007.
(6) Filed herewith.
12
Exhibit 31.1
CERTIFICATION
I, Philip J. Myers, certify that:
1. I have reviewed this Form 10-KSB/A of the Company for the fiscal year ended
December 31, 2007:
2. Based on my knowledge, this report does not contain any untrue statements
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
we made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial
information included in this report fairly present in all material respects
the financial condition, results of operations and cash flows of the
Company as of and for, the periods presented in this report:
4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal controls over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to me
by others within those entities, particularly during the period in
which this report is being prepared:
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report my conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the Company's internal control
over financial reporting that occurred during the Company's most
recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over
financial reporting, and
5. I have disclosed, based on my most recent evaluation of internal controls
over financial reporting, to the Company's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Dated: April 29, 2008 By: /s/ Philip J. Myers
------------------- --------------------------------
Philip J. Myers
Chief Executive Officer, President and
Treasurer
(Principal Executive Officer and
Principal Financial Officer)
|
13
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of American Church Mortgage Company
(the "Company") on Form 10-KSB/A for the fiscal year ended December 31, 2007 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, in the capacities and on the dates indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operation of
the Company.
Dated: April 29, 2008 By: /s/ Philip J. Myers
------------------- ---------------------------------
Chief Executive Officer, President
and Treasurer
(Principal Executive Officer and
Principal Financial Officer)
|
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