-----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, Jbs4+cDfY7eX3jZ2JacQrJJg7QGEcahj+qs6sGc6k2mm+Ep9sYLduW0BPdBxcDB5 I4PjOLrDNjhnuT6OyRJgSQ== 0000950159-05-000642.txt : 20060929 0000950159-05-000642.hdr.sgml : 20060929 20050518112308 ACCESSION NUMBER: 0000950159-05-000642 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050518 DATE AS OF CHANGE: 20050614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HMG COURTLAND PROPERTIES INC CENTRAL INDEX KEY: 0000311817 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 591914299 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07865 FILM NUMBER: 05840576 BUSINESS ADDRESS: STREET 1: 1870 S BAYSHORE DRIVE CITY: COCONUT GROVE STATE: FL ZIP: 33133 BUSINESS PHONE: 305-854-6803 MAIL ADDRESS: STREET 1: 2701 S BAYSHORE DRIVE STREET 2: 2701 S BAYSHORE DRIVE CITY: COCONUT GROVE STATE: FL ZIP: 33133 FORMER COMPANY: FORMER CONFORMED NAME: HMG PROPERTY INVESTORS INC DATE OF NAME CHANGE: 19880215 FORMER COMPANY: FORMER CONFORMED NAME: HOSPITAL MORTGAGE GROUP INC DATE OF NAME CHANGE: 19810818 10KSB/A 1 hmg10k2004a1.txt U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A No. 2 [X] Annual Report under Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the fiscal year ended December 31, 2004 [ ] Transition Report under Section 13 or 15(d) of the Securities and Exchange Act of 1934 Commission file number: 1-7865 HMG/COURTLAND PROPERTIES, INC. (Name of Small Business issuer in its Charter) Delaware 59-1914299 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1870 S. Bayshore Drive, Coconut Grove, Florida 33133 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (305) 854-6803 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of class on which registered: Common Stock - Par value $1.00 per share American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None 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-K 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 Form 10-KSB or any amendment to this form 10-KSB. [X] DOCUMENTS INCORPORATED BY REFERENCE: See Item 13, for items incorporated by reference into this Annual Report on Form 10KSB. Exhibit Index: Page No.: 60 The issuer's revenues for its most recent fiscal year were $5,472,481 The aggregate market value of the voting stock held by non-affiliates of the Registrant (excludes shares of voting stock held by directors, executive officers and beneficial owners of more than 10% of the Registrant's voting stock; however, this does not constitute an admission that any such holder is an "affiliate" for any purpose) based on the closing price of the stock as traded on the American Stock Exchange on March 28, 2005 was $4,576,556. The number of shares outstanding of the issuer's common stock, $1 par value as of the latest practicable date: 1,089,135 shares of common stock, $1 par value, as of March 28, 2005. EX-31 2 ex31.txt EXHIBIT 31A EXHIBIT 31A: CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Maurice Wiener, certify that: 1. I have reviewed this annual report on Form 10-KSB of HMG/Courtland Properties, Inc. 2. Based on my knowledge, this annual report does no contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: a) designed such disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)), or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: May 10, 2005 /s/ Maurice Wiener Maurice Wiener, Principal Executive Officer EX-31 3 ex31-b.txt EXHIBIT 31B EXHIBIT 31B: CERTIFICATION REQUIRED UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lawrence Rothstein, certify that: 1. I have reviewed this annual report on Form 10-KSB of HMG/Courtland Properties, Inc. 2. Based on my knowledge, this annual report does no contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: a) designed such disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)), or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: May 10, 2005 /s/ Lawrence Rothstein Lawrence Rothstein, Principal Financial Officer COVER 4 filename4.txt May 17, 2005 VIA EDGAR Mr. Steven Jacobs Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 450 Fifth Street, N.W. Mail Stop: 0409 Washington, DC 20549 RE: HMG/Courtland Properties, Inc. Form 10-KSB for the year ended December 31, 2004 File No. 1-07805 Dear Mr. Jacobs: This letter responds to the comments in your letter to HMG/Courtland Properties, Inc. (the "Company"), dated May 10, 2005, which responded to the Company's letter dated April 27, 2005. The comments in your letter related to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as identified in the caption above. For ease of review, your comments have been reported below appearing in italics. 1. We have read your response to comment 1. We note that the acquired intangible assets include trademarks and other rights that are not capable of being sold, transferred, licensed, rented, exchanged, separated or divided from the acquired assets. However, pursuant to paragraph 39 of SFAS 141, an intangible asset shall be recognized as an asset apart from goodwill if it arises from contractual or other legal rights (regardless of whether those rights are transferable or separable from the acquired entity or from other rights and obligations). In a supplemental response, clarify how you considered paragraphs 39 and A14 of SFAS 141, in their entirety, in your conclusion that the intangible assets do not meet the criteria for recognition apart from goodwill. In addition, considering that the acquired property is subject to a ground lease with the City of Miami as well as a management agreement, advise us why you have not allocated any of the purchase price to intangible assets, such as service agreements or lease agreements. Mr. Steven Jacobs May 17, 2005 Page 2 2. We have reviewed the exhibits filed with Amendment No. 1 to Form 10-KSB on April 28, 2005, however, we are unable to locate the revisions made in response to comment 2. Amend the exhibits to include all of the certifications required by Exchange Act Rules 13a-14(a) and 15d-14(a) or advise us. Refer to Item 601 of Regulation S-B and Question 1 of the staff's Exemptive Order on Management's Report on Internal Control over Financial Reporting and Related Auditor Report Frequently Asked Questions dated January 21, 2005. HMG/Courtland Properties, Inc. responses 1. To clarify our response considering Paragraphs 39 and A14 of SFAS 141, please note that the trademarks and other rights were not acquired but given to the Company on a non-exclusive basis for $100. They are not part of an acquired entity and can only be used by the Company for the specific operation of the acquired property, and as such have no material value. The trademarks and other rights are, in fact, presently used in a similar restaurant located in the same county as the acquired property. With respect to the ground lease with the City of Miami, please note that this is an operating lease at current market value and therefore has no intangible value and is not part of goodwill. The management agreement was not purchased and is not part of goodwill or an intangible asset. 2. Exhibits 31A and B have been amended to include all of the certifications required by Exchange Act Rules 13a-14(c) and 15a-14(a). Pursuant to your request and rule 101 of Regulation S & T, this letter is being filed via EDGAR. We trust that this above fully responds to your questions and comments. If you have any additional questions or comments, please contact me at your earliest convenience. Sincerely, /s/ Larry Rothstein ------------------------- Larry Rothstein Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----