Attached files
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| EX-16 - LETTER ON CHANGE IN CERTIFYING ACCOUNTANT - Commonwealth Income & Growth Fund VII, LP | cigf7_ex16-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of
report (Date of earliest event reported): February 1,
2021
COMMONWEALTH INCOME & GROWTH FUND VII, LP
(Exact
name of registrant as specified in its charter)
Commission
File Number: 333-156357
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Pennsylvania
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26-3733264
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(State
or other jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification Number)
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4532 US Highway 19
Suite 200
New Port Richey, FL 34652
(Address,
including zip code, of principal executive offices)
(877)
654-1500
(Registrant’s
telephone number including area code)
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
(17CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
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EXPLANATORY NOTE
The
Partnership is filing this Amendment No. 2 on Form 8-K/A to the
Current Report on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on February 5, 2021 (“Original
Form 8-K) to include and respond to the independent public
accountants, BDO USA LLP (“BDO”), letter to the SEC,
dated February 8, 2021, regarding change in certifying accountant,
under Item 9.01, Financial Statements and Exhibits, (d)
Exhibits.
Except
as stated herein, this Current Report on Form 8-K/A does not
reflect events occurring after the filing of the Original Form 8-K
on February 5, 2021 and no attempt has been made to this Current
Report on Form 8-K/A to modify or update other disclosures as
presented in the Original Form 8-K. Accordingly, this Form 8-K/A
should be read in conjunction with the Original Form 8-K and our
filings with the SEC subsequent to the filing of the Original Form
8-K.
Section 4 – Matters Related to Accountants and Financial
Statements
Item 4.01 - Changes in Registrant’s Certifying
Accountant
On
February 1, 2021, the Partnership’s independent public
accountant (BDO) declined to stand for re-appointment as reported
on Original Form 8-K, dated February 5, 2021. This letter from BDO,
dated February 1, 2021, is reported and included as an exhibit on
Form 8-K/A Amendment No. 1, dated March 24, 2021.
On
February 8, 2021, one day past the February 5, 2021 required filing
deadline of Original Form 8-K, the Partnership received BDO’s
letter to the SEC, regarding change in certifying accountant, as
reported below under Item 9.01, Financial Statements and Exhibits,
(d) Exhibit 16.1. For the Partnership’s two most recent
fiscal years ending December 31, 2019 and 2018, BDO’s reports
on the Partnership’s financial statements did not contain an
adverse opinion or a disclaimer of opinion, nor were qualified or
modified as to uncertainty, audit scope, or accounting
principles.
During
the Company’s two most recent fiscal years ended December 31,
2019 and 2018, and during the subsequent interim period through
September 30, 2020, there were (1) no disagreements with BDO on any
matter of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures, which, if not
resolved to the satisfaction of BDO, would have caused BDO to make
reference to the subject matter of the disagreements in connection
with its reports, and (2) no events of the type listed in
paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K,
except a material weakness in the Partnership’s internal
control over financial reporting related to the allocation of
shared expenses from Commonwealth Income and Growth Fund, Inc.
(“General Partner”) to the Partnership for the interim
period ended June 30, 2020. The Partnership did not properly design
and maintain effective controls over nonrecurring,
“one-off” transactions, as the controls failed to
demonstrate an appropriate level of review and approval. The
aforementioned material weakness was identified by our principal
financial officer and principal accounting officer, in connection
with the review of the Partnership financial statements as of June
30, 2020. The Partnership began implementation of the new policy
and procedure to enhance internal controls on June 30, 2020 and
completed its remediation of the material weakness as of December
31, 2020.
Item 9.01 - Financial Statements and Exhibits
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(d)
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Exhibits
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16.1
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2
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, thereunto duly authorized.
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COMMONWEALTH
INCOME & GROWTH FUND
VII,
LP
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BY:
COMMONWEALTH INCOME & GROWTH FUND, INC., General
Partner
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By: /s/
Kimberly A. Springsteen-Abbott
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Date
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Kimberly
A. Springsteen-Abbott
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Chief
Executive Officer
Commonwealth
Income & Growth Fund, Inc.
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