-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S2DMh8jLfIqOb09crJMPlnASXIeV51yATOVWKqybSH/XmiA7YM87HR6RAukertBD 0Zu932UJ+akAVy6IH+cV7g== 0001116502-05-001408.txt : 20060823 0001116502-05-001408.hdr.sgml : 20060823 20050620133722 ACCESSION NUMBER: 0001116502-05-001408 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050508 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050620 DATE AS OF CHANGE: 20060602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBB MORTGAGE DEPOT INC CENTRAL INDEX KEY: 0001140303 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 650920373 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-72376 FILM NUMBER: 05905364 BUSINESS ADDRESS: STREET 1: 2300 GLADES ROAD, SUITE 202(E) CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: (561) 353-1110 MAIL ADDRESS: STREET 1: 2300 GLADES ROAD, SUITE 202(E) CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: WEBB MORTGAGE DEPOT INC DATE OF NAME CHANGE: 20010702 8-K/A 1 webb8k-a1.txt AMENDED CURRENT REPOR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A-1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2005 WEBB MORTGAGE DEPOT, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Florida - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 333-72376 65-0902373 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 155 Wilson Lake Road, Mooresville, NC 28117 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (800) 952-8706 - -------------------------------------------------------------------------------- (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 (see General Instruction 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)) SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS ITEM 4.02(B) NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REPORT On May 8, 2005, our auditors, Webb & Company, P.A., in connection with their audit of our financial statements for the year ended December 31, 2003 advised the Company that the Company can no longer rely on a previously issued audit report or interim period reports. The result of the reaudit of the financial statements has resulted in the Company restating its audited Balance Sheet and Income Statement for December 31, 2003 in connection with the following matters: HOME UNDER CONSTRUCTION The Company determined that certain construction costs had not been recorded or accrued during the year ended December 31, 2003. The Company has restated these costs and related liabilities at December 31, 2003. STOCK ISSUED FOR SERVICES The Company originally recorded the value of stock issued for services at par. The Company restated the value of the shares issued for services to reflect the value at a recent cash offering price. A summary of significant effects of the restatement is as follows:
December 31, 2003 (As Previously December 31, 2003 Statement of Operations Reported) (As Restated) ------------------ ----------------- Revenues $ 481,198 $ 481,198 Operating expenses 417,268 (505,229) Net income (loss) from operations 63,930 (24,031) Other income (expense) (7,734) (4,194) Net income (loss) 56,196 (28,225) Net income (loss) per share - basic and diluted $ 0.01 $ (0.01) Weighted average number of shares outstanding during the period - basic and diluted 4,169,144 4,160,377
December 31, 2003 (As Previously December 31, 2003 Balance Sheet Reported) (As Restated) ----------------- ----------------- Current assets $130,364 $ 31,940 Property and equipment, net 14,356 14,356 Total assets 144,720 506,695 Current liabilities 87,609 459,020 Total liabilities 87,609 459,020 Stockholders' equity 57,111 47,625 Total liabilities and stockholders' equity $144,720 $506,695
PROPERTY AND EQUIPMENT Property and equipment consists of the following at December 31, 2004 and 2003: 2004 2003 -------- -------- Leasehold improvements $ 10,501 $ 16,978 Computers and equipment 8,350 3,257 -------- -------- 18,851 Less accumulated depreciation (4,922) (5,879) -------- -------- Property and equipment, net $ 13,929 $ 14,356 ======== ======== Depreciation expense for the years ended December 31, 2004 and 2003 was $3,960 and $4,047, respectively. During 2004, the Company recognized a loss on the abandonment of leasehold improvements of $12,061. The foregoing adjustments were reflected in the Company's annual report filed on Form 10-KSB for the period ended December 31, 2004 and filed with the Commission on May 13, 2005. As a result of the foregoing, investors should not rely on the previously filed audited financial statements which were filed as part of the Company's annual report for the year ended December 31, 2003 filed with the Commission on April 15, 2004. Nor should investors rely upon the Company's unaudited financial statements for the periods ended March 31, 2004 (filed May 11, 2004), June 30, 2004 (filed August 16, 2004), September 30, 2004 (filed November 12, 2004), March 31, 2003, (filed May 14 2003); June 30, 2003 (filed August 5, 2003) and September 30, 2003 (filed November 14, 2003). The Company has provided Webb & Company with a copy of this Form 8-k indicating that Webb & Company agrees with the statements contained herein. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits 16.2 Letter from Webb & Company, P.A. 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. Date: June 16, 2005 Webb Mortgage Depot, Inc. By: /s/ Byron Webb ---------------------- Byron Webb President EX-16.1 2 accountantltr-161.txt ACCOUNTANT'S LETTER Exhibit 16.1 [Firm Letterhead] June 16, 2005 To: Securities and Exchange Commission Washington, D.C. 20549-0405 Re: Webb Mortgage Depot, Inc. Form 8-K/A Filed June 16, 2005 Dear Sirs, We have reviewed the disclosures made by Webb Mortgage Depot, Inc. in its amended Form 8-K/A filed June 16, 2005 and we agree with the statements made by the Company therein. /s/Webb & Company, PA Webb & Company, P.A. CORRESP 3 filename3.txt POLLOCK & KLEIN, LLP ATTORNEYS & COUNSELORS 2600 North Military Trail Suite 270 Boca Raton, Florida 33432 http://www.npk-law.com Telephone: 561-997-9920 Fax: 561-241-943 Kenneth Pollock Jeffrey G. Klein June 17, 2005 Kristina Beshears Staff Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Webb Mortgage Depot, Inc. Form 8-K Filed May 27, 2005 File No. 333-72376 Dear Ms. Beshears: The following responses are provided in response to your comment letter dated June 10, 2005 1. In response to comment one, please be advised that we have filed an amended Form 8-K which indicates that the filing is being made pursuant to Item 4.02(b). 2. In response to comment two, we have amended the filing to indicate that on May 8, 2005, the Company was advised by its independent auditor that the Company can no longer rely on a previously issued audit report This date is the date the Company was advised that disclosures should be made to prevent future reliance on a previously issued audit report or completed interim review. There is a profit and loss effect in 2003 for the common stock, otherwise we have a gross up of assets and liabilities as the amounts are the same. 3. We have filed together with our amended Form 8-K a letter from the Company's independent accountant that confirms their concurrence with the information contained in the amended Form 8-K. 4. Management believes that the statements contained in the Company's Form 10-KSB filed with the Commission with respect to the adequacy of the controls and procedures is accurate as of the filing date. Issues regarding the proper classification of assets were addressed once the Company's independent auditors confirmed title to the property had be transfer with the Company's attorney and computed the outstanding note amount. Likewise, issues regarding the valuation of common stock were recomputed to more accurately reflect the nature of the transaction and the proper valuation as computed under GAAP. Finally, I am sending to you together with this letter a statement from Byron Webb, acknowledging the truth and accuracy of the requested information. Should you require additional information, please do not hesitate to contact the undersigned. Sincerely, /s/Jeffrey Klein Jeffrey G. Klein Webb Mortgage Depot, Inc. 155 Wilson Lake Rd. Mooresville, NC 28117 June 15, 2005 Kristina Beshears Staff Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: Webb Mortgage Depot, Inc. Form 8-k Filed May 27, 2005 File No. 333-72376 Dear Ms. Beshears; This letter is being provided to confirm and acknowledge the following: Webb Mortgage Depot, Inc. (the "Company") is responsible for the adequacy and accuracy of the disclosures contained in the Company's filings. I understand that staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings. I further understand that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, /s/Byron J. Webb Byron Webb, President -----END PRIVACY-ENHANCED MESSAGE-----