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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 5, 2009
American Church Mortgage Company
(Exact name of registrant as specified in its charter)
Minnesota 33-87570 41-1793975
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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10237 Yellow Circle Drive, Minnetonka, MN 55343
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (952) 945-9455
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
American Church Mortgage Company's (ACMC) previously issued financial statements
are being restated based on an internal review of its previously issued
financial statements, which was prompted by an SEC comment during their review
of the Company's Form S-11 filing on October 29, 2008. On March 5, 2009, after
review of the comment and further analysis, ACMC determined that it incorrectly
excluded interest expense from operating income in the following quarterly and
annual filings:
o Form 10-KSB for the fiscal year ended December 31, 2007 and 2006,
filed March 28, 2008 (as amended April 29, 2008, December 5, 2008
and March 5, 2009)
o Form 10-Q for the fiscal quarter ended March 31, 2008, filed May 15,
2008 (as amended December 5, 2008 and March 5, 2009)
o Form 10-Q for the fiscal quarter ended June 30, 2008, filed August
14, 2008 (as amended August 20, 2008, December 5, 2008 and March 5,
2009)
o Form 10-Q for the fiscal quarter ended September 30, 2008, filed
November 14, 2008 (as amended December 5, 2008 and March 5, 2009)
As a result, on March 5, 2009, management of the Company recommended to the
Chairman of the Audit Committee that the Company correct the above annual and
quarterly financial statements and applicable reports of its independent
registered public accounting firm. Management has discussed these matters with
Boulay, Heutmaker, Zibell & Co. P.L.L.P., the Company's independent public
accounting firm.
The effect was having operating income overstated for the periods presented as
it did not include interest expense. The Company notes the restatement is being
made solely to reclassify this amount. As such, the Company's reported net
income, stockholders equity, and cash flows for the restated financial
statements have not changed.
The following are explanations of the restatement adjustments and presentation
of the affected accounts on the statements of operations.
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007 AND 2006
The Company restated and reduced its operating income by $1,778,715 and
$1,724,986 and restated and reduced its other expenses by $1,778,715 and
$1,724,986 for the years ended December 31, 2007 and 2006, respectively, as the
Company determined that it incorrectly excluded interest expense from operating
income.
STATEMENT OF OPERATIONS FOR THE PERIODS ENDED MARCH 31, 2008 AND 2007
The Company restated and reduced its operating income by $430,514 and $452,490
and restated and reduced its other expenses by $430,514 and $452,490 for the
three months ended March 31, 2008 and 2007 as the Company determined that it
incorrectly excluded interest expense from operating income.
STATEMENT OF OPERATIONS FOR THE PERIODS ENDED JUNE 30, 2008 AND 2007
The Company restated and reduced its operating income by $854,916 and $903,769
and restated and reduced its other expenses by $854,916 and $903,769 for the six
months ended June 30, 2008 and 2007, resepectively. Additionally, the Company
restated and reduced its operating income by $418,012 and $451,279 and restated
and reduced its other expenses by $418,012 and $451,279 for the three months
ended June 30, 2008 and 2007, respectively. These changes were necessary as the
Company determined that it incorrectly excluded interest expense from operating
income.
STATEMENT OF OPERATIONS FOR THE PERIODS ENDED SEPTEMBER 30, 2008 AND 2007
The Company restated and reduced its operating income by $1,286,118 and
$1,334,115 and restated and reduced its other expenses by $1,286,118 and
$1,334,115 for the nine months ended September 30, 2008 and 2007, respectively.
Additionally, the Company restated and reduced its operating income by $437,592
and $430,345 and restated and reduced its other expenses by $437,592 and
$430,345 for the three months ended September 30, 2008 and 2007, respectively.
These changes were necessary as the Company determined that it incorrectly
excluded interest expense from operating income.
Based on the continued assessment and evaluation of the Company's internal
control over financial reporting, the Company believes it has a material
weakness due to the restatement of financial statements. Based on this
continuing evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls were not effective at a
reasonable assurance level due to the material weakness in internal control over
financial reporting. The Company continues to review and evaluate internal
controls to improve internal control over financial reporting and disclosure
controls.
The Company restated the annual financial statements for the fiscal year ended
December 31, 2007 and 2006, and the quarterly financial statements for the
fiscal quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 on or
before March 5, 2009.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
American Church Mortgage Company
Date: March 25, 2009
By /s/ Philip J. Myers
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Chief Executive Officer and
Chief Financial Officer
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