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
Date of Report (date of earliest event reported): May 22, 1996
AFN, INC.
(Exact Name of Registrant as Specified in its Charter)
UTAH 33-25820 76-0161836B
State or Other (Commission (IRS Employer
Jurisdiction) File Number) Identification Number)
1935 East Vine Street Suite 400 Salt Lake City, Utah 84121
(Address of Principal Executive Offices and Principal Place of Business)
Registrant's Telephone Number, Including Area Code: (408) 238-9999
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FORM 8-K
Item 1. Change of Control:
On June 12, 1996, the Board of Directors authorized the issuance of
1,000,000 shares of the Issuer's Preferred shares for services rendered and
approximately $600 cash invested on behalf of the Company for back taxes and
fees owed. Patrick K. Brooks, President of the Issuer was issued 500,000
shares and an additional 500,000 preferred shares were also issued to Kip
Eardley, secretary of the Issuer. The shares were valued at $10,000 or $0.01
per share which was an approximate average of the current market price of the
common shares of the Company. Each of the shares issued carries 10 votes and
is convertible to common shares at a ratio of one for one. The preferred shares
issued give 52% voting control of the Company to the two individuals.
Item 5. Other Events:
On May 22, 1996, the Company's sole remaining director, Joseph Breen
("Breen") called a Special Meeting of the Board of Directors for the purpose
of appointing new directors for the Company. Breen had been the sole
director for approximately three years and called the meeting in an effort to
benefit the AFN, Inc. shareholders. Breen appointed Patrick K. Brooks, James
R. Jeppson and Rand M. Eardley as directors to serve until the next meeting
of the shareholders and then tendered his resignation to the new Board of
Directors. On May 22, 1996, a second Special Meeting of the Board of
Directors was called whereby the new directors accepted the resignation of
Mr. Joseph Breen and appointed officers of the Company. Patrick K. Brooks
was appointed as Chairman of the Board and President, James R. Jeppson as
Vice President and Kip Eardley as Secretary. It is the intention of the
directors to bring the Company current with all regulatory bodies as soon as
possible and to bring value to the Company.
Backgrounds;
Patrick K. Brooks is a licensed securities broker and holds a California real
estate license. Since February 1995 he has been managing equity portfolios
on a discretionary basis. Prior to his current activity he sold residential
real estate for four years. Previous to this he had more than 15 years of
service in various capacities of engineering, manufacturing, marketing and
sales management in the semiconductor industry. Mr. Brooks is a high school
graduate.
James R. Jeppson is a director, President and CEO of CompuLoan Originations,
Inc. since 1994. CompuLoan is a publicly traded mortgage company based in
Utah. From 1992 to 1994 Mr. Jeppson was the general manager of ExerHealth,
Inc. From 1990 to 1992 he was a part-owner and manager of Hoskins and
Jeppson, a software development and publishing company. Mr. Jeppson is a high
school graduate.
Rand M. Eardley has been a licensed architect since 1987 and has been
practicing as a draftsman or architect since 1975. He has been part owner
and operator of an architectural firm specializing in commercial and
residential buildings. Since 1995 he has been a sole proprietor and owner of
R.M.Architects. Mr. Eardley studied architecture at Montana State University.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AFN, INC.
Date: June 20, 1996 By /S/ Patrick K. Brooks
PATRICK K. BROOKS President, Chairman and CEO
