10-K/A 1 form10ka.htm CORNERSTONE CORE PROPERTIES REIT 10-K/A 12-31-2007 form10ka.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
 
(Mark One)

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

o
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: 000-52566
CORNERSTONE CORE PROPERTIES REIT, INC.
(Exact name of registrant as specified in its charter)

Maryland
73-1721791
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
1920 Main Street, Suite 400, Irvine, California 92614
(Address of Principal Executive Offices)
949-852-1007
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:

 
Title of Each Class:
 
 
None
 
Securities registered pursuant to Section 12(g) of the Act:

 
Title of Each Class:
 
 
Common Stock, $0.01 par value per share
 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  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 Act. Yes o  No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “and large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes o  No x

As of June 30, 2007 (the last business day of the registrant’s second fiscal quarter), there were 7,607,378 shares of common stock held by non-affiliates of the registrant having an aggregate market value of $60,752,466.

As of November 30, 2008, there were 20,150,238 shares of common stock of Cornerstone Core Properties REIT, Inc. outstanding.
 


 
 

 

EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, in order to revise the Chief Executive Officer and Chief Financial Officer certifications originally filed as Exhibits 31.1 and 31.2, which inadvertently omitted certain language required to be included.  This Form 10-K/A is limited in scope to the foregoing, and should be read in conjunction with the Form 10-K and our other filings with the SEC.

This Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures affected by subsequent events.


PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(3)
Exhibits
   
 
The following exhibits are filed as part of this Form 10-K/A:
 
Certification of Chief Executive Officer, pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)

Certification of Chief Financial Officer, pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)

 
 

 

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) 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.

 
CORNERSTONE CORE PROPERTIES REIT, INC.
     
 
By:
/s/ TERRY G. ROUSSEL
   
TERRY G. ROUSSEL
   
Chief Executive Officer, President and
   
Chairman of the Board of Directors
     
 
Date: January 8 , 2009

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 registrant and in the capacities indicated on January 8, 2009.

Name
 
Title
   
Chief Executive Officer and Director
/s/ Terry G. Roussel
 
(Principal Executive Officer)
Terry G. Roussel
   
   
Chief Financial Officer (Principal
/s/ Sharon C. Kaiser
 
Financial and Accounting Officer)
Sharon C. Kaiser
   
     
/s/ Paul Danchik
 
Director
Paul Danchik
   
     
/s/ Jody J. Fouch
 
Director
Jody J. Fouch
   
     
/s/ Daniel L. Johnson
 
Director
Daniel L. Johnson
   
     
/s/ Lee Powell Stedman
 
Director
Lee Powell Stedman