hmg8k.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): February 12,
2008
HMC/COURTLAND
PROPERTIES
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation or Organization)
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1-7865
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59-1914299
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(Commission
File No)
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(I.R.S.
Employer Identification No.)
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1870
S. Bayshore Drive
Coconut Grove,
Florida
(Address
of Principal Executive Offices)
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33133
(Zip
Code)
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(305)854-6803
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-1(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
4.02
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Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review
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On
February 12, 2008, in response to a comment given to HMG/Courtland Properties,
Inc. (the “Company”) by the staff of the Securities and Exchange Commission
(“SEC”) concerning certain disclosures in our Form 10-KSB for the fiscal year
ended December 31, 2006, and based upon our related discussions with the SEC,
Company management has determined to revise the accounting for the Company’s
investment in its former restaurant in Key West, Florida, using the equity
method in accordance with EITF Topic D-46. A cumulative error of
$117,000 is related to the Company’s investment from its inception of the
investment in 1999 through December 31, 2005. The error was the result of
unavailable financial information and an incorrect application of the equity
method under the applicable EITF accounting standard.
The
Company’s previously issued financial statements and report of the Company’s
independent registered public accounting firm contained in its annual report on
Form 10-KSB for the year ended December 31, 2006 should no longer be relied
upon. As a result of the error described above, the Company will
restate its consolidated financial statements for the year ended December 31,
2006. The restated financial statements will be included in the
Company’s annual report, Form 10-KSB, for the year ended December 31, 2007, and
will be filed by management on or before March 15, 2008.
The
correction of the error will be reported as a cumulative effect adjustment in
the amount of $117,000, as an adjustment to the opening balance of retained
earnings for 2006. Also, net loss for 2006 will decrease by $117,000
as a result of the restatement, and loss per share will decrease by $.11 in
2006.
The
Company’s management has discussed the matter disclosed in this report with
Berenfeld Spritzer Shechter & Sheer, the Company’s independent public
accounting firm.
Signature
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.
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HMC/COURTLAND
PROPERTIES, INC.
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By:
/S/ LAWRENCE
ROTHSTEIN
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Lawrence
Rothstein
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Principal
Financial Officer
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Date: February
15, 2008
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