ACMC American Church Mortgage Inc (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A
(Amendment No. 2)

[ ] 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 December 4, 2008 was:

2,472,081 Shares of Common Stock Outstanding

DOCUMENTS INCORPORATED BY REFERENCE:

None

Explanatory Note

This Amendment No. 2 on Form 10-KSB/A (the "Amendment") to the Annual Report on Form 10-KSB for the period ended December 31, 2007, which was originally filed with the Securities and Exchange Commission on March 28, 2008 (the "Original Filing"), and which was amended on April 29, 2008 (the "First Amendment"), is being filed to amend the Original Filing as follows:

o To include management's assessment of the effectiveness of our internal control over financial reporting during the fiscal year ended March 31, 2007, as required by Item 8A(T) of Part II of Form 10-KSB and Item 308(T) of Regulation S-B, by restating, in its entirety, Item 8A(T) of Part II; and

o To provide a currently dated certification from our Chief Executive Officer and Chief Financial Officer, as required by Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as an exhibit.

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 II

Item 8A(T). Controls and Procedures...................................... 3

Item 13. Exhibits..................................................... 3

Signatures ................................................................ 4

PART II

Item 8A(T). Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our senior management, consisting of Philip J. Myers, our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report (the "Evaluation Date"). Based on this evaluation, our chief executive officer and chief financial officer concluded, as of the Evaluation Date, that our disclosure controls and procedures are not effective as a result of limited resources and limited segregation of duties such that financial information required to be disclosed in our Securities and Exchange Commission ("SEC") reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. More specifically, the Company has a limited number of personnel in the finance and accounting functions. Were there a larger staff, it would be possible to provide for greater segregation of duties which would permit checks and balances and reviews that would improve internal control. Management recognizes that this is a material weakness. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected in a timely basis.

(b) Management's Annual Report on Internal Control Over Financial Reporting. The management of American Church Mortgage Company is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). Under the supervision and with the participation of our senior management, we also conducted an evaluation of our internal control over financial reporting as of the Evaluation Date. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of the Evaluation Date, we did not maintain effective internal control over financial reporting as a result of the material weakness described above. We continue to evaluate internal controls, particularly segregation of duties, to provide greater segregation and improve overall internal control.

(c) Attestation by Registered Public Accounting Firm. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Our independent registered public accountants have reported to our Board of Directors certain matters of involving internal controls that they considered to be a material weakness on the Evaluation Date, under standards established by the American Institute of Certified Public Accountants. The material weakness relates to the limited segregation of duties.

(d) Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting, except for the material weakness identified above related to limited resources and limited segregation of duties, that occurred during the last fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Item 13.Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 5, 2008

AMERICAN CHURCH MORTGAGE COMPANY

By: /s/ Philip J. Myers
----------------------------------------
Philip J. Myers
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial
 and Accounting Officer)

EXHIBIT INDEX

Exhibit No. Title

31.1 Certification Pursuant to Section 302 of Sarbanes Oxley Act of 2002

American Church Mortgage (CE) (USOTC:ACMC)
Historical Stock Chart
From Jun 2024 to Jul 2024

American Church Mortgage (CE) (USOTC:ACMC)
Historical Stock Chart
From Jul 2023 to Jul 2024