-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tfjuo+WFu41NnZsLenyrnCUO1v1dlSB63zEBK5yMJbG9iq2fH8aUWCd2XRTmqcDH SZFZxU6Jw7De0g3QOXAN0w== 0000915471-99-000005.txt : 19991223 0000915471-99-000005.hdr.sgml : 19991223 ACCESSION NUMBER: 0000915471-99-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFFORDABLE HOMES OF AMERICA INC CENTRAL INDEX KEY: 0000894501 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 870434297 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 033-55254-18 FILM NUMBER: 99778947 BUSINESS ADDRESS: STREET 1: 4505 W HACIENDA AVE STREET 2: UNIT I 1 CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 7025794800 MAIL ADDRESS: STREET 1: 3098 S HIGHLAND DR STE 460 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for quarterly period ended September 30, 1999 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE OF 1934 for the transition period from _____________ to _________________________ Commission File No. 33-55254-18 AFFORDABLE HOMES OF AMERICA, INC. (exact name of Registrant as Specified in its charter) NEVADA 86-0853511 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 4505 W. Hacienda Ave. Unit I-1 Las Vegas, Nevada 89118 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (702) 579-4888 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. (X) yes ( ) no Indicate the number of shares of outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding as of September, 1999 - ------------------------------------ -------------------------------- $.001 PAR VALUE CLASS A COMMON STOCK 63,138,419 $.001 PAR VALUE CLASS A CONVERTIBLE PREFERRED STOCK 657,144 $.001 PAR VALUE CLASS B CONVERTIBLE PREFERRED STOCK 100,000 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. BASIS OF REPRESENTATION General The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows and stockholders equity inconformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the quarter ended September 30, 1999, are not necessarily indicative of the results that can be expected for the year ending June 30, 2000. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Affordable Homes of America, Inc. is a real estate development company in the development stage focusing on building homes for low-income and first- time home buyers. There are 5,000,000 families in the United States that spend 50% of their income on rent. This does not leave them sufficient funds for buying the basic family needs of medicine, education, decent transportation and the like. Because of Affordable Homes' specialized construction techniques i.e. in-line framing, foam panelized construction and Z Mix construction, the Company believes it will bring the ability to purchase a home within the reach of this 5,000,000 family market and other potential home buyers whose financial resources would not otherwise enable them to purchase a home. Affordable Homes' has also designed a "World Home" which is a smaller building, for marketing abroad. Preliminary discussions in South America, Europe and the Philippines have indicated widespread acceptance of the World Home in those areas. In order to finance the marketing of the World Home and also to implement Affordable Homes' low income and first time home buyer program nationwide, Affordable Homes has made certain acquisitions for near term cash requirements. The first acquisition to be developed is the Heartland Homes Estates real estate development project of 136 homes. Bank financing has been arranged for this project which means that when all permits are received by Affordable Homes, construction can begin. In addition, Affordable Homes has applied for a five year loan in the amount of $15,000,000 from Euro Federal NV which is located in Amsterdam. All of the due diligence and closing procedures required by Euro Federal Bank NV have been completed. The loan is secured by 45,000,000 restricted shares of the Company's common stock. If the loan proceeds for any reason are not received by the Company, the 45,000,000 restricted shares of the Company's common stock will be cancelled. This would reduce the number of outstanding shares of common stock of the Company from 63,138,419 to 18,138,419. The loan is also secured by a Financial Guarantee Bond in the amount of $15,000,000 issued by American Home Assurance Company, a member of American International Group of Companies. In any case, when the loan is completely paid back, the aforesaid 45,000,000 common stock shares will be cancelled. While the proceeds of the loan are not necessary for the implementation of Affordable Homes building program, the receipt of such funds would greatly accelerate the program. There can be no assurance that the Company will receive the proceeds of this loan nor can there be any assurance that the Company will be able to complete construction the of the homes and the Ramada Inn on the other properties it acquired. Item 5. Other Information The Company issued its common stock pursuant to S-8 Registration Statement dated July 16, 1999 and August 27, 1999 as follows: S-8 Registration Statement dated July 16, 1999 500,000 shares of common stock Date Issued Name of Recipient Number of Shares July 21, 1999 First Equity Capital Corp 100,000 July 21, 1999 Merle Ferguson 50,000 July 21, 1999 James E. Pratt 50,000 July 21, 1999 William Fielding & Associates 300,000 TOTAL 500,000
S-8 Registration Statement dated August 27, 1999 500,000 shares of common stock Date Issued Name of Recipient Number of Shares Sept. 2, 1999 First Equity Capital Corp 250,000 Sept. 2, 1999 Merle Ferguson 100,000 Sept. 2, 1999 James E. Pratt 150,000 TOTAL 500,000
The shares Mr. Pratt received were for legal services rendered and to be rendered and for disbursements necessarily incurred on behalf of the Company during the rendering of the aforesaid legal services. Frank C. Calmes is a consultant who performs his services through First Equity Capital Corp. of which he is the President. The aforesaid shares were issued to First Equity Capital Corp. for consulting services performed and to be performed. Merle Ferguson is the President and CEO of Affordable Homes of America, Inc. He takes no salary. The aforesaid shares were issued to Mr. Ferguson in lieu of salary. The shares issued to William E. Fielding & Associates were in payment of a premium on a performance bond issued by American Home Assurance Company to guaranty the payment by Affordable Homes of America, Inc. of a $15,000,000 loan. The loan has not yet closed and in the event it does not close, the 300,000 shares will be returned to the company and cancelled. AFFORDABLE HOMES OF AMERICA, INC. (A Development Stage Company) BALANCE SHEET 6/30/99 Unaudited ASSETS ASSETS Cash in Banks 192,398 Employee Advances 45,600 Other receivables 9,000 Advances 224,140 Investment joint venture 800,000 Land and land development costs 7,676,736 Capitalized interest expense 487,041 Machinery & equipment - at Cost, less accumulated Depreciation of $ -0- and $47,466 as of June 30, 1998 and 1999 respectively 108,285 Patents - at cost, less Accumulated amortization of $-0- and $39,431 as of June 30,1998 and 1999 respectively 354,882 Goodwill 408,197 TOTAL ASSETS $10,306,279
LIABILITIES & EQUITY LIABILITIES Accounts Payable 42,676 Accrued payable 22,227 Accrued interest payable 206,667 Notes payable 2,217,937 Loans and advances from Related parties 235,287 Land purchase options 3,415,000 TOTAL LIABILITIES 6,139,844 STOCKHOLDERS' EQUITY (DEFICIT) Convertible preferred stock classes A and B ($.001 par value, 5,000,000 shares of each class authorized, 657,144 and 1000,000 of class A and B issued and outstanding, respectively) 757 Additional paid-in capital 4,374,345 Common Stock ($.001) par value 100,000 shares authorized, 63,138,419 shares issued and outstanding as of June 30, 1999 2,000,000 shares issued and outstanding as of June 30, 1998) 17,549 Deficit accumulated during the development Stage (226,216) Total Stockholders' Equity (Deficit) 4,166,435 TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $10,306,279
CONSOLIDATED STATEMENTS OF CASH FLOWS CUMULATIVE FROM INCEPTION TO JUNE 30,1999 CASH FLOWS FROM OPERATIONS ACTIVITIVES (226,216) ADJUSTMENT TO RECONCILE NET LOSS FROM DEVELOPMENT STAGE OPERATIONS TO CASH USED IN OPERATING ACTIVITIES Depreciation and amortization 15,317 Stock issued for services 39,031 (Increase) (decrease) in liabilities: Accrued expenses 22,277 Accrued interest payable 20,666 Total Adjustments 97,291 Net cash (used in) operations (128,925) CASH FLOWS FROM FINANCING ACTIVITIES: Equipment acquisitions (57,671) Net cash (used in) Investing activities (57,671) CASH FLOWS FROM FINANCING ACTIVITIES: Advances to and capitalization of Subsidiaries 388,994 Payments of land purchase option (10,000) Net cash from financing activities 378,978 Net Increase in Cash in Banks 192,398 Cash in banks - Beginning of period -0- Cash in banks - End of period 192,398
STATEMENT OF OPERATIONS FROM INCEPTION TO SEPTEMBER 30, 1999 For the three Cumulative month from Inception Ended June 30 to 9/30/99 1998 1999 1999 Administrative expense 15,000 211,116 228,116 Cumulative (LOSS) (15,000) (228,116) (211,116) General and Administrative expense 1,900 1,900 NET INCOME (LOSS) (15,000) (209,216) (226,216) Net income (loss) per weighted Average common shares .01 .04 .06 Weighted average number of Common shares used to compute Net income (loss) 2,000,000 5,165,202 3,582,601
AFFORDABLE HOMES OF AMERICA, INC. (A Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY Common Stock Additiona Pas Value $.001 l Retained Paid in Deficit Capital Shares Amount Balances at 3/7/86 (Date of Inception) 0 0 0 0 Issuance of common stock (restricted) at $.02 per share at 4/21/86 1,000,000 1,000 1,000 Net loss for period (1,950) Balances at 12/31/86 1,000,000 1,000 1,000 (1,950) Net loss for year (10) Balances at 12/31/87 1,000,000 1,000 1,000 (1,960) Net loss for year (10) Balances at 12/31/88 1,000,000 1,000 1,000 (1,970) Net loss for year (10) Balances at 12/31/89 1,000,000 1,000 1,000 (1,980) Net loss for year (10) Balances at 12/31/90 1,000,000 1,000 1,000 (1,990) Net loss for year (10) Balances at 12/31/91 1,000,000 1,000 1,000 (2,000) Net loss for year 0 Balances at 12/31/92 1,000,000 1,000 1,000 (2,000) Net loss for year 0 Balances at 12/31/93 1,000,000 1,000 1,000 (2,000) Net loss for year 0 Balances at 12/31/94 1,000,000 1,000 1,000 (2,000) Net loss for year 0 Balances at 12/31/95 1,000,000 1,000 1,000 (2,000) Net loss for year 0 Balances at 12/31/96 1,000,000 1,000 1,000 (2,000) Net loss for year 0 Balances at 12/31/97 1,000,000 1,000 1,000 (2,000) Net loss for year 0 Balances at 12/31/98 1,000,000 1,000 1,000 (2,000) Net loss for year 0 Balances at 12/31/98 1,000,000 1,000 1,000 (2,000) Net loss for year 0 Balances at 9/30/99 63,138419 63,138 4,374,345 (209,216) Net loss for year 0
SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, AFFORDABLE HOMES OF AMERICA, INC. Dated: December 21, 1999 /s/ Merle Ferguson ------------------------------- Merle Ferguson, President, CEO and Director Dated: December 21, 1999 /s/ James E. Pratt ------------------------------- James E. Pratt, Secretary EX-27 2
5 3-MOS JUN-30-2000 SEP-30-1999 0 0 0 0 0 10,306,279 0 0 0 6,139,844 0 0 0 0 0 10,306,279 0 0 0 0 0 0 0 (226,216) (226,216) 0 0 0 0 (226,216) (.06) (.06)
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