UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2007
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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 0-26522
Boston Financial Tax Credit Fund VIII, A Limited Partnership (Exact name of
registrant as specified in its charter)
Massachusetts 04-3205879
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
101 Arch Street, Boston, Massachusetts 02110-1106
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 439-3911
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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 whether the registrant is a shell company (as defined in
Rule 12 b-2 of the Exchange Act).
Yes No X .
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-QSB amends the Fund's report on Form 10-QSB
filed with the U.S. Securities and Exchange Commission for the period ended June
30, 2007. The purpose of this Amendment No. 1 to Form 10-QSB is only to amend
the disclosure contained in Item 3. With the exception of this revision, no
other changes have been made to our Form 10-QSB for the period ended June 30,
2007.
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
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, or the Exchange
Act, as of June 30, 200, to ensure that information required to be disclosed by
us in the reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities Exchange Commission's rules and forms, including to ensure that
information required to be disclosed by us in the reports filed or submitted by
us under the Exchange Act is accumulated and communicated to management to allow
timely decisions regarding required disclosure. Based on that evaluation,
management has concluded that as of June 30, 2007, our disclosure controls and
procedures were not effective at the reasonable assurance level due to the
material weakness described below.
A material weakness is a control deficiency, or a combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of annual or interim financial statements will not be prevented or
detected. Management identified the following weaknesses in the Fund's
disclosure controls that existed as of June 30, 2007:
o Controls over Monitoring of Contractual Agreements: The Fund did not
maintain effective monitoring controls over the contractual agreements
that were entered into on its behalf by the General Partner.
Specifically, during the period from December 2006 to early February
2007, the Fund'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 Partners. Management determined
that this arrangement was inconsistent with the terms of the
Partnership Agreement of the Fund.
o Controls over Recording Equity in Income/Losses: The Fund did not
maintain effective controls over the calculation of the Fund's equity
in income/losses from investees. Specifically, certain non-recurring
items were recorded in the wrong period due to an ineffective review of
the investees' unaudited quarterly financial data and audited annual
financial statements utilized to calculate equity in income/losses from
investees. The control deficiency resulted in adjustments to the Fund's
interim and annual financial statements for the year ended March 31,
2007.
The Fund considered these matters in connection with the closing and preparation
of the financial statements for the period ended June 30, 2007, and determined
that the financial statements for this period were not materially affected by
these control weaknesses.
(b) Changes in Internal Control over Financial Reporting.
During the first and second quarters of fiscal year 2008, the Fund completed
implementation of the following control improvements to remediate the material
weaknesses existing as of March 31, 2007:
Controls over Monitoring of Contractual Agreements
o As part of the remediation plan, management initiated changes in processes
and controls including:
o restricting authority to the corporate treasury department
over the opening, closing, investment and movement of cash
accounts in the quarter ended June 30, 2007;
o the engagement of the corporate legal department to perform
due diligence on new agreements to assure compliance with
existing agreements in the quarter ended June 30, 2007;
o the refund of lost interest in August, 2007; and
o the development and implementation of a fiduciary and
conflicts policy that provides guidance to personnel on
conflict management in August, 2007.
Controls over Recording Equity in Income/Losses
o Beginning in the quarter ended September 30, 2007, management will
perform a more detailed review and analysis of quarterly financial
data and audited financial statements received from its investees
to assure proper accounting in the appropriate period.
Specifically, investee audited financial statements are reviewed
for unusual events (such as a fire) to assure proper accounting in
the appropriate period. Quarterly, where warranted, commencing in
the quarter ended September 30, 2007, management will expand the
scope of line items tested for reasonableness in comparison to
prior year financial statements.
There were no other changes in the Fund's internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of the Securities and Exchange Act Rules 13a-15 or 15d-15 that occurred during
the quarter ended June 30, 2007 that affected, or were reasonably likely to
affect, the Fund's internal control over financial reporting.
PART II OTHER INFORMATION
Item 6. Exhibits.
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to section 302 of the Sarbanes-Oxley
Act of 2002. *
31.2 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to section 906 of the Sarbanes-Oxley
Act of 2002. *
32.2 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to section 906 of the Sarbanes-Oxley
Act of 2002.
* Previously filed with Form 10-QSB for the period ended June 30, 2007.
SIGNATURE
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, thereunto duly authorized.
DATED: February 29, 2008 BOSTON FINANCIAL TAX CREDIT FUND VIII,
A LIMITED PARTNERSHIP
By: Arch Street VIII Limited Partnership,
its General Partner
/s/Gary Mentesana
Gary Mentesana
President
Arch Street VIII Limited Partnership
EXHIBIT 31.2
I, Gary Mentesana, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Boston Financial
Tax Credit Fund VIII;
2. Based on my knowledge, this report does not 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
report;
3. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period
in which this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer'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
(c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
and
4. I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer's board of directors (or
persons performing the equivalents functions):
(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial information;
and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Date: February 29, 2008 /s/Gary Mentesana
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Gary Mentesana
Principal Executive Officer and
Principal Financial Officer
Arch Street VIII, LP, as
Managing General Partner of
Boston Financial Tax Credit
Fund VIII
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Boston Financial Tax Credit Fund VIII
(the "Fund") on Form 10-QSB for the period ended June 30, 2007 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, the Principal Executive Officer and Principal Financial Officer,
hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. the Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Partnership.
/s/Gary Mentesana
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Gary Mentesana
Principal Executive Officer and
Principal Financial Officer
Arch Street VIII, LP, as
Managing General Partner of
Boston Financial Tax Credit
Fund VIII,
A Limited Partnership
Date: February 29, 2008
A signed original of this written statement required by section 906 has been
provided to the Fund and will be retained by the Fund and furnished to the
Securities and Exchange Commission or its staff upon request.