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>
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>
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
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
AFFORDABLE HOMES OF AMERICA, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
April 30, 1999
(Unaudited)
Affordable Kampen Elimina- Consol-
tions idated
ASSETS
<S> <C> <C> <C> <C>
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
=========== ========== =========== ==========
</TABLE>
<TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C>
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
============ ========== ========== ==========
</TABLE>
<PAGE>
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.
