Amended Annual Report (10-k/a)
May 08 2020 - 02:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment #1
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
or
o TRANSITION REPORT PURSUANT TO 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
(Exact Name of Registrant as Specified in its Charter)
Minnesota |
|
41-1793975 |
State or Other Jurisdiction of
Incorporation or Organization
|
|
I.R.S. Employer Identification No. |
|
|
|
10400 Yellow Circle Drive, Ste. 102 Minnetonka, MN |
|
55343 |
Address of Principal Executive Offices |
|
Zip Code |
(952) 945-9455
Registrant’s Telephone Number, Including Area Code
Securities registered pursuant to Section 12(g) of the Act:
Title of each class |
Trading Symbol |
Name of exchange on which
registered |
Common Stock, $0.01 par value per
share |
N/A |
N/A |
Indicate by check mark if the registrant is a well-known seasoned
issuer as defined in Rule 405 of the Securities Act. Yes
☐ No
☒
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
☐ No
☒
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 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 ☒ No
☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required
to submit such files). Yes ☒ No
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated
filer ☒ |
Smaller reporting company ☒ |
Emerging growth
company ☐ |
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes ☐ No ☒
APPLICABLE ONLY TO CORPORATE ISSUERS:
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 last sold, or the average bid
and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal
quarter.
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.
|
|
Outstanding at March 31, 2020 |
Common Stock, $0.01 par value per share |
|
1,677,798 shares |
Our Common Stock, $0.01 par value
per share, has traded on the over-the-counter market Pink Sheets at
certain isolated times under the symbol “ACMC.PK”
The following explanatory note was inadvertently left out of the
Company’s original 10-K filing on April 23, 2020.
Explanatory Note
American Church Mortgage Company (the “Company”) disclosed in its
Form 8-K filed March 27, 2020 that it would be relying on the March
4, 2020 Securities and Exchange Commission Order under Section 36
of the Securities Exchange Act of 1934 Granting Exemptions from
Specified Provisions of the Exchange Act and Certain Rules
Thereunder, the Partnership (as superceded by the order dated March
25, 2020) delayed the filing of this Annual Report on Form
10-K, originally due Monday, March 30, 2020. The
primary reasons for the delay were due to the circumstances related
to COVID-19. In particular, COVID-19-related shelter-in-place
orders and office closures severely affected transportation and
limited access to the facilities of the Company and its auditor.
This resulted in disruptions to the Company’s auditor’s audit staff
and its engagement quality control process which delayed the
auditor’s ability to complete its audit and the Company’s ability
to prepare the Report. The Company is filing the Report within the
extended deadline of May 14, 2020 (which is 45 days from the
Report’s original filing deadline of March 30, 2020).
Part IV
Item 15. Exhibits and Financial Statement
Schedules.
The following documents are included as exhibits to this Form
10-K/A and filed herewith.
31.1 |
|
Certification Pursuant to 18 U.S.C
Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
31.2 |
|
Certification Pursuant to 18 U.S.C
Section 1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: May 8, 2020 |
American Church Mortgage
Company |
|
By: /s/ Scott J.
Marquis |
|
Scott
J. Marquis |
|
Chief Financial Officer and Treasurer |