UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 1, 2006
Date of Report (Date of earliest event reported)
First American Capital Corporation
(Exact Name of Registrant as specified in its charter)
Kansas 0-25679 48-1187574
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1303 S.W. First American Place
Topeka, Kansas 66044
(Address of Principal Executive Offices)
(785) 267-7077
(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 (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))
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Item 4.01. Changes in Registrant's Certifying Accountant
On November 1, 2006, First American Capital Corporation's (the "Company")
independent accountant, BKD, LLP, ("BKD") notified the Company that it was
resigning as the Company's independent certified public accounting firm. BKD
stated that its resignation was not a result of any disagreements with either
the management or audit committee of the Company. BKD's accountant's reports for
the Company's financial statements for the Company's two most recent fiscal
years, or any later interim period, did not contain adverse opinions or
disclaimers of opinion, nor were any reports modified as to uncertainty, audit
scope or accounting principles. BKD's resignation was of its own volition and a
change of accountants was not recommended or approved by the board of directors
or an audit or similar committee of the board of directors.
At no time during the past two years did the Company have any disagreements with
BKD on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to BKD's
satisfaction, would have caused BKD to make reference to the subject matter of
the disagreement in connection with its accountant's report.
In connection with its review of the financial statements filed with the
Company's 10-QSB/A for the first and second quarter of 2006, BKD advised
management that it had noted certain matters that it considered to be "material
weaknesses," which is a significant deficiency, or a combination of significant
deficiencies, in the Company's internal financial procedures or controls, that
results in more than a remote likelihood that a material misstatement of the
Company's financial statements will not be prevented or detected. The auditors
noted that due to the resignation of the Chief Financial Officer of the Company
effective March 31, 2006, the Company did not then have adequate review
procedures in place to ensure the development of timely, complete and accurate
financial statements and related footnotes.
Since March 31, 2006, the Company has taken significant steps to remediate this
material weakness, including enhancing the knowledge and skills of the existing
staff, hiring outside consultants and independent contractors to assist the
staff in handling financial statement matters, and engaging as a full-time
consultant an individual who had previously served as the Company's controller
and who during that tenure was primarily responsible for preparing both the
Company's statutory and GAAP financial statements. Although the Company has been
unable to hire a qualified Chief Financial Officer due to the uncertainty of its
financial position prior to the announcement of the transaction with Brooke
Corporation ("Brooke") described in the Form 10-QSB/A for the first and second
quarter of 2006, management believes that the material weakness that existed
with respect to the preparation of the Company's financial statements for the
quarter ended March 31, 2006, remained at June 30, 2006, but were substantially
remediated prior to the preparation of the financial statements for the quarter
ended June 30, 2006.
With these remediation steps remaining in place and the addition of the
functional financial support to be provided by Brooke pursuant to the Services
Agreement described in the Form 10-QSB/A for the first and second quarter of
2006, management believes that these material weakness will continue to be
remediated and that the Company's internal control over financial reporting is
effective at a reasonable assurance level and has been for a period of time
prior hereto.
On November 6, 2006, the Company engaged Summers, Spencer & Callison, CPAs
("SSC"), of Topeka, Kansas, to be the Company's new independent certified public
accounting firm. SSC was selected by the Company due to, among other factors,
its proximity to the Company's location in Topeka, Kansas, and the familiarity
of SSC with the industry within which the Company operates.
Pursuant to Regulation S-B, Item 304(a)(3), BKD's letter in response to the
statements made by the Company in this report is attached to this filing and is
marked as Exhibit 16.1.
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 hereunto duly authorized.
First American Capital Corporation
Date: November 6, 2006
By: /s/ Harland Priddle
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Name: Harland Priddle
Title: Chairman of the Board of Directors