-----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, M5zWLDIDR9rRTSmTYBVggsleRVITXFM/hwdH/tVW7Sotkt5utAYsxcqeu7K358uA 9HbwC+Yz1hJ5ByaHXuRFCw== 0001077048-99-000032.txt : 19990702 0001077048-99-000032.hdr.sgml : 19990702 ACCESSION NUMBER: 0001077048-99-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990701 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990701 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: 8-K SEC ACT: SEC FILE NUMBER: 033-55254-18 FILM NUMBER: 99658166 BUSINESS ADDRESS: STREET 1: 4505 W HACIENDA AVE STREET 2: UNIT I 1 CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 8014857775 MAIL ADDRESS: STREET 1: 3098 S HIGHLAND DR STE 460 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number33-55254-18 AFFORDABLE HOMES OF AMERICA, INC. (Exact name of registrant as specified in charter) NEVADA 87-434297 (STATE OF OTHER JURSDISTION (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) 702-579-4800 (Registrant's Telephone Number, Including Area Code) Page Two Item No 1 Changes in Control of Registrant No events to report Item No 2 Acquisition or Disposition of Assets No events to report Item No. 3 Bankruptcy or Receivership On June 24, 1999, Affordable Homes of America, Inc. ("Affordable") placed its wholly owned subsidiary, Kampen and Associates, Inc. in Chapter 11 pursuant to the federal bankruptcy act. Although payments to the first mortgage holder are current, Affordable has not been successful in restructuring Kampen's debt to the second mortgage holder, the Shoalwater Bay Indian Tribe of Washington, thus necessitating the filing of the Chapter 11 Voluntary Petition. Affordable believes it will be successful in making arrangements to pay the aforesaid second mortgage and will be able to successfully reorganize its wholly owned subsidiary, Kampen and Associates, Inc. Item No. 4 Changes in Registrant's Certifying Accountants No events to report Item No. 5 Other Events Affordable recently changed accounting year to June 30th. Item No. 6 Resignation of Registrant's Directors No events to report Item No. 7 Financial Statements, Proforma Financial Information and Exhihits Compilation statement showing Kampen acquisition is included. Page three 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. Date: July, 1999 /s/ Merle Ferguson --------------------------------------- Merle Ferguson, President, CEO and Director Date: July, 1999 /s/ Susan Donohue ----------------------------------- Susan Donohue, Secretary KAMPEN AND ASSOCIATES, INC. (A Development Stage Enterprise) FINANCIAL STATEMENTS And ACCOUNTANTS' COMPILATION REPORT FROM THE DATE OF INCEPTION (MARCH 21, 1996) TO APRIL 30, 1999 ACCOUNTANTS' COMPILATION REPORT To the Stockholders' Kampen and Associates, Inc. We have compiled the accompanying balance sheet of Kampen and Associates, Inc. (a development stage enterprise) as of April 30, 1999 and the related statement of operations and accumulated deficit, stockholders' deficit and cash flows for the period from inception (March 21, 1996) to April 30, 1999, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the accompanying financial statements and , accordingly, do not express an opinion or any other form of assurance on them. Garden City, New York June 8, 1999 AFFORDABLE HOMES OF AMERICA, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET April 30, 1999 (Unaudited) Affordable Kampen Elimina- Consol- tions idated ASSETS CURRENT ASSETS Cash in banks $ 69,500 $72 - $ 69,572 ----------- --------- ----------- --------- OTHER ASSETS Land costs - 5,157,590 2,142,855 7,300,445 Due from affiliate 30,000 - (30,000) - Investment in Subsidiary 2,142,855 - (2,142,855) - ----------- --------- ----------- --------- Total other assets 2,172,855 5,157,590 (30,000) 7,300,445 ----------- --------- ----------- --------- TOTAL ASSETS $2,242,355 $5,157,662 $(30,000) $7,370,017 =========== ========== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable - 42,676 - 42,676 Accrued expenses 3,000 - - 3,000 Note payable - 1,550,000 - 1,550,000 Accrued interest - 186,000 - 186,000 payable Current portion - Land - 50,000 - 50,000 option Advance from affiliate 15,000 30,000 (30,000) 15,000 ---------- ---------- ----------- ---------- Total current liabilities 18,000 1,858,676 (30,000) 1,846,676 ---------- ---------- ----------- ---------- Land option liability net of current portion - 3,340,000 - 3,340,000 ---------- ---------- ----------- ---------- TOTAL LIABILITIES 18,000 5,198,676 (30,000) 5,186,676 ---------- ---------- ----------- ---------- STOCK HOLDERS' EQUITY Convertible preferred stock ($5.00 par value convertible to common stock at $3.50 per share, 5,000,000 authorized, 428,571 shares outstanding) 2,142,855 - - 2,142,855 Common stock (No par value - 100,000 shares authorized, 1,000 shares issued and outstanding) 1 10,000 (10,000) 1 Additional paid-in 99,999 78,130 10,000 188,129 capital Accumulated deficit (18,500) (129,144) - (147,644) ------------ ---------- ---------- ---------- Total stockholders' equity 2,224,355 (41,014) - 2,183,342 ------------ ---------- ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,242,355 $5,157,662 $(30,000) $7,370,017 ============ ========== ========== ==========
AFFORDABLE HOMES OF AMERICA, INC. AND SUBSIDIARY Notes to the Pro-forma Historical And Consolidated Financial Statements April 30, 1999 and June 30, 1998 Pro-forma Historical Combined Balance Sheet as of June 30, 1998 On April 21, 1999, Affordable Homes of America, Inc. acquired 100% of the common stock of Kampen and Associates, Inc. in exchange for 428,571 shares of $5.00 convertible preferred stock of Affordable. The preferred stock is convertible to common at $3.50 per share. The transaction is treated as a stock purchase for financial reporting purposes. The financial statements are presented on a pro-forma historical basis as of June 30, 1998 as if the transaction occurred in that date. As a result, the land cost has been adjusted to reflect the purchase price of Kampen's common stock. Accordingly, the value of the purchase amounted to $2,142,855. The investment in subsidiary and increase in land cost was reflected as a pro-forma adjustment. Consolidated Balance Sheet as of April 30, 1999 The consolidated financial statements of Affordable Homes of America, Inc. and its subsidiary, Kampen and Associates, Inc. includes an eliminating adjustment that increases the land cost as described above and the elimination of a $30,000 advance from Affordable to Kampen. -----END PRIVACY-ENHANCED MESSAGE-----