UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
PURSUANT
TO SECTIONS 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported):
May
25,
2007
QNB
CORP.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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0-17706
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23-2318082
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(State
or other jurisdiction of
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(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
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incorporation
or organization)
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|
|
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15
North Third Street, Quakertown, PA
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18951-9005
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(215)538-5600
Item
4.02 Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review
(a)
On
April 26, 2007, QNB Corp. (the “Company” or “QNB”), the holding company for the
Quakertown National Bank, issued an earnings press release for the first quarter
of 2007 and on May 10, 2007 filed its Form 10-Q for the quarter ended March
31,
2007. Both the earnings release and the Form 10-Q included the Company’s
election to early adopt Statement of Financial Accounting Standards No. 159,
“The Fair Value Option for Financial Assets and Liabilities” (SFAS No. 159),
with respect to certain investment securities and Federal Home Loan Bank (FHLB)
advances. Following the Company’s announcement and filing of its Form 10-Q, the
staff of the Securities and Exchange Commission (SEC) advised the Company of
its
view that the Company’s adoption of SFAS No. 159 was not substantive.
Consequently, the Company has decided to reverse its decision to utilize SFAS
No. 159 for the securities and FHLB advances reported in the April 26, 2007
earnings press release and disclosed in the first quarter Form 10-Q for the
quarter ended March 31, 2007 and will amend and restate its financial results
for the first quarter of 2007 by amending its Form 10-Q for the three-month
period ended March 31, 2007. As a result of the foregoing, on May 25, 2007,
after discussions with management, the Executive committee of the Board of
Directors concluded that the Company’s previously issued earnings press release
dated April 26, 2007 and its financial statements as of and for the three months
ended March 31, 2007 included in the Form 10-Q filed on May 10, 2007 should
no
longer be relied upon. The Company expects to file the amended Form 10-Q on
or
about June 1, 2007, to include the restated financial statements as of and
for
the three month period ended March 31, 2007 and any other required
disclosure.
QNB’s
management discussed the matters disclosed in this Item 4.02 with Beard Miller
Company LLP, the Company’s independent auditors, prior to filing this
report.
A
copy of
the press release announcing the restatement of first quarter 2007 results
is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial
Statements and Exhibits
The
following exhibits are filed herewith:
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99.1
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News
release disseminated on May 25, 2007 by QNB
Corp.
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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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QNB
Corp.
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By: |
/s/
Bret
H. Krevolin |
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Bret
H. Krevolin
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Chief
Financial Officer
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Dated:
May 25, 2007