UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 4)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
OR
|_| 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: 0-6729
FIRST MONTAUK FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-1737915
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Parkway 109 Office Center, 07701
328 Newman Springs Road,
Red Bank, New Jersey
(Address of principal executive offices) (Zip Code)
(732) 842-4700
(Registrant's telephone number, including area code)
[None]
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------------- -----------------------------------------------
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [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]
As of June 30, 2007 the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant was $2,986,879 based on the
closing sale price as reported on the Over the Counter Bulletin Board.
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at March 31, 2008
- --------------------------------------- -----------------------------------
[Common Stock, no par value per share] 13,257,248 shares
DOCUMENTS INCORPORATED BY REFERENCE
None
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EXPLANATORY NOTE
The purpose of this Amendment No. 4 on Form 10-K/A is to respond to
comments received by First Montauk Financial Corp. (the "Company"), from the
Securities and Exchange Commission in letters dated July 17, 2008 and August 21,
2008 regarding our previously filed Form 10-K, as amended. In accordance with
the suggestions made by the SEC staff, in this fourth amendment, Item 9a.
"Controls and Procedures," is revised to now include management's conclusion in
its assessment of the Company's disclosure controls & procedures were not
effective as of December 31, 2007.
This Form 10-K/A (Amendment No. 4) is limited in scope to the items
identified above and should be read in conjunction with the Form 10-K and our
other filings with the SEC.
This Form 10-K/A (Amendment No. 4) does not reflect events occurring
after the filing of the Form 10-K or modify or update those disclosures affected
by subsequent events. Consequently, all other information is unchanged and
reflects the disclosures made at the time of the filing of the Form 10-K. With
this Form 10-K/A (Amendment No. 4), the Principal Executive Officer and Acting
Principal Financial Officer of the Company have reissued their certifications
required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, included in
Part IV, Item 15. Exhibits, Financial Statement Schedules, furnished herewith.
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Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
Under the supervision and with the participation of management, including
the Company's Chief Executive Officer and Acting Chief Financial Officer, the
Company conducted an evaluation of the Company's disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2007.
The Company's disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports the Company files under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including our Chief
Executive Officer and Acting Chief Financial Officer, to allow for timely
decisions regarding required disclosures.
Based on this evaluation, the Company's Chief Executive Officer and
Acting Chief Financial Officer concluded that, as of December 31, 2007, the
Company's disclosure controls and procedures were not effective due to the
following material weakness. The Company's management failed to report in item
9A in its original 10-K filing that it had completed an assessment of its
Internal Controls over Financial Reporting. The disclosure is included below in
this Amendment No. 4 to Form 10K and it is the Company's intention to use the
SEC reporting checklists and a detailed management review of non-financial
statement disclosure to ensure that all required disclosures are reported in the
future.
(b) Management's Annual Report on Internal Control over Financial Reporting.
Management is responsible for establishing and maintaining adequate
internal control over financial reporting. The Company's internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of the Company's financial reporting and the
preparation of the Company's financial statements for external purposes in
accordance with U.S. generally accepted accounting principles. The Company's
internal control over financial reporting includes policies and procedures that:
o Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect transactions and
dispositions of assets of the Company;
o Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of consolidated financial
statements in accordance with U.S. generally accepted accounting
principles, and that receipts and expenditures are being made
only in accordance with authorizations of management and
directors of the Company; and
o Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of
the Company's assets that could have a material effect on the
consolidated financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. In addition, projections of
any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2007, management has assessed the effectiveness of
the Company's internal control over financial reporting based on the framework
established in "Internal Control--Integrated Framework" issued by the Committee
of Sponsoring Organizations of the Treadway Commission. A material weakness is a
deficiency, or a 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 consolidated financial
statements will not be prevented or detected on a timely basis.
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Our management, with the participation of the Chief Executive Officer and
Acting Chief Financial Officer, evaluated the effectiveness of the Company's
internal control over financial reporting as of December 31, 2007. Based on this
evaluation, our management, with the participation of the Chief Executive
Officer and Acting Chief Financial Officer, concluded that, as of December 31,
2007, our internal control over financial reporting was effective.
This annual report does not include an attestation report of the
Company's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to
attestation by the Company's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management's report in this annual report.
(c) Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2007, there has been no change in
our internal control over financial reporting (as defined in Rule 13a-15(f) and
15d-15(f) under the Exchange Act) that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
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Table of Contents
PART IV
Item 15. Exhibits and Financial Statement Schedules
3. Exhibits
31.1 Revised Certification of Chief Executive Officer and President
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Revised Certification of Acting Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST MONTAUK FINANCIAL CORP.
By /s/ Victor K. Kurylak
--------------------------------------
Dated: September 11, 2008 Victor K. Kurylak
Chief Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
/s/ Victor K. Kurylak September 11, 2008
- -----------------------------------------------------
Victor K. Kurylak, Chief Executive Officer,
President and Director
/s/ Celeste M. Leonard September 11, 2008
- -----------------------------------------------------
Celeste M. Leonard, Chief Compliance Officer
and Director
/s/ Mindy A. Horowitz September 11, 2008
- -----------------------------------------------------
Mindy A. Horowitz, Acting Chief Financial Officer
and Principal Accounting Officer
/s/ Ward R. Jones, Jr. September 11, 2008
- -----------------------------------------------------
Ward R. Jones, Jr., Director
/s/ Barry D. Shapiro September 11, 2008
- -----------------------------------------------------
Barry D. Shapiro, Director
/s/ David I. Portman September 11, 2008
- -----------------------------------------------------
David I. Portman, Director
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