UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 20, 2007
Boston Financial Qualified Housing Tax Credits L.P. V
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Exact name of registrant as specified in its charter)
Delaware 000-19706 04-3054464
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
101 Arch Street, 16th Floor, Boston, 02110-1106
Massachusetts
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 439-3911
Not Applicable
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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:
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))
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Previous independent registered public accounting firm
(1) On July 20, 2007, PricewaterhouseCoopers LLP ("PwC") was
dismissed as the independent registered public accounting firm of the
registrant, effective immediately. The decision to change independent registered
public accounting firms was recommended and approved by the registrant's
managing general partner, the entity performing the functions of an audit
committee for the registrant.
(2) The reports of PwC on the registrant's financial
statements for the past two fiscal years ended March 31, 2007 and March 31, 2006
did not contain an adverse opinion or a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principle.
(3) During the years ended March 31, 2007 and March 31, 2006
and through July 20, 2007, there have been no disagreements with PwC on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PwC would have caused them to make reference thereto in their
reports on the registrant's financial statements for such years.
(4) During the years ended March 31, 2007 and 2006 and through
July 20, 2007, there have been no "reportable events" as defined in Item
304(a)(1)(v) of Regulation S-K except for material weaknesses in the
registrant's internal controls over financial reporting. These material
weaknesses are as follows:
o The registrant did not maintain sufficient
preventive internal controls to ensure that it
complied with its contractual agreements.
Specifically, the registrant has determined that the
registrant's cash was invested in below-market
interest bearing accounts as part of a banking
arrangement which resulted in financial benefits
to affiliates of the General Partner. The General
Partner subsequently determined that this
arrangement was inconsistent with the terms of
the Partnership Agreement and terminated the
arrangement. The General Partner intends to pay the
interest lost by the registrant to the registrant
in July 2007. In addition, the registrant did not
effectively monitor contracts that limited certain
expenses.
o The registrant did not maintain sufficient internal
controls to ensure the completeness of certain
expense accruals.
o The registrant did not maintain sufficient internal
controls to monitor contingent proceeds from sales of
investments. Additionally, in connection with
certain sales of investments, the registrant did not
obtain written, executed documents as evidence of the
terms of the sale.
o The registrant did not maintain sufficient internal
controls to ensure that the financial statements
appropriately reflected its equity in income(losses)
from investees.
The registrant's managing general partner, the entity performing the
functions of an audit committee for the registrant, has discussed this material
weakness with PricewaterhouseCoopers and have authorized PricewaterhouseCoopers
to respond fully to any inquiries about the registrant's material weaknesses
over financial reporting as may be made by the registrant's successor
independent registered public accounting firm.
(5) The registrant has requested that PwC furnish a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated July 26, 2007, is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
(b) New independent registered public accounting firm
On July 25, 2007, the managing member of the registrant engaged The
Reznick Group, P.C. ("Reznick") as the registrant's independent registered
public accounting firm. During the past two fiscal years ended March 31, 2007
and March 31, 2006 and through July 20, 2007, neither the registrant nor anyone
on its behalf consulted with Reznick regarding either: (i) the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the registrant's
financial statements, and neither a written report nor oral advice was provided
to the registrant by Reznick that was an important factor considered by the
registrant in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a "reportable event" (as described in Item 304(a)(1)(v) of
Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed as part of this report:
16.1 Letter to Securities and Exchange Commission from
PricewaterhouseCoopers LLP, dated July 26, 2007.
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: July 25, 2007
Boston Financial Qualified Housing Tax Credits L.P. V
By: /s/ Michael H. Gladstone
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Name: Michael H. Gladstone
Title: Vice President of Arch
Street VIII, Inc., its
managing general partner
Exhibit Index
Exhibit No. Description
16 Letter re: change in certifying accountant
Exhibit 16.1
PricewaterhouseCoopers LLP
160 Federal Street
Boston MA 02110-9862
Telephone (617) 428 8400
Facsimile (617)439 7393
July 26, 2007
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Boston Financial Qualified Housing Tax
Credits LP V ( (copy attached), which we understand will be filed with the
Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part
of the Form 8-K of Boston Financial Qualified Housing Tax Credits LP V dated
July 20, 2007. We agree with the statements concerning our Firm in such Form
8-K. However, we have no basis on which to comment on the current status of
material weaknesses in (i) internal controls and (ii) disclosure controls and
procedures or any related remediation efforts. The "registrant" referred to
in the aforementioned Item 4.01 Form 8-K is Boston Financial Qualified Housing
Tax Credits LP V.
Very truly yours,
/s/ PricewaterhouseCoopers LLP