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) March 31, 1999
Commission file number 33-55254-18
Kowtow, Inc.
(Exact name of registrant as specified in charter)
Nevada 87-0434297
(State of 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)
(702) 579-4888
(Registrant's Telephone Number, Including Area Code)
Copies To:
James E. Pratt, Esq.
195 Kildare Rd
Garden City, NY 11530
(516) 741-2978
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Page Two
Item No. 1. Changes in Control of Registrant.
On March 17, 1999, Kowtow, Inc. received 100% of the common stock of
Affordable Homes of America, Inc. in a merger. Additionally, Kowtow, Inc.
issued 4,000,000 shares of common stock to SCS Enterprises, Inc. Trust the
sole shareholder of Affordable Homes of America, Inc. The surviving entity
will be known as Affordable Homes of America, Inc. and is headquartered in
Las Vegas, Nevada, at 4505 W. Hacienda Ave, Unit I-1, Las Vegas, Nevada
89118.
Item No. 2. Acquisition or Disposition of Assets.
No events to report.
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying Accountant.
No events to report.
Item No. 5. Other Events.
The Company is changing its name to Affordable Homes of America, Inc.
Affordable Homes of America, Inc. has a new CUSIP number of 00826G106 and a
new trading symbol of AHOA.
The Board of Directors of Affordable Homes of America, Inc. also announces
the restructuring of its common stock with a two for one forward split of
stock effective as of the date of this filing.
Item No. 6. Resignation of Registrant's Directors.
On March 17, 1999 the Company accepted the resignation of Krista Nielson
and Sasha Belliston as Officers and Directors of the Company.
On March 17, 1999 the Company elected Merle Ferguson as President, CEO and
appointed him to the Board of Directors.
On March 17, 1999 the Company elected Susan Donohue as Secretary and
appointed her to the Board of Directors.
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Page Three
Item No. 7. Financial Statements, Proforma Financial Information and
Exhibits.
1) Merger agreement between Kowtow, Inc. and Affordable Homes of America,
Inc.
2) Amendment to the Articles of Incorporation changing name to Affordable
Homes of America.
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 hereunto duly authorized.
AFFORDABLE HOMES OF AMERICA, INC.
By: /s/ Merle Ferguson Dated: 31 March, 1999
--------------------------------
Merle Ferguson, President
By: /s/ Susan Donohue Dated: 31 March, 1999
--------------------------------
Susan Donohue, Secretary
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AGREEMENT
THIS AGREEMENT is made this 17th day of March, 1999 by and among
Kowtow, Inc., a Nevada corporation, hereinafter called "KOWTOW". Affordable
Homes of America. Inc., a Nevada corporation, hereinafter called "AHA", and
the shareholders of AHA, hereinafter called "AHA SHAREHOLDERS"
RECITALS:
WHEREAS. KOWTOW desires to acquire 100% of the issued and outstanding
shares of the common stock of AHA, in exchange for 4,000,000 authorized but
unissued shares of the .001 par value common stock of KOWTOW, pursuant to a
plan of reorganization within the meaning of IRC ( 1986), Section 368(a)( 1
)(B), as amended and
WHEREAS, the AHA SHAREHOLDERS desire to excise 100% of the issued and
outstanding shares of the common stock of AHA, currently owned by AHA.
SHAREHOLDERS, in exchange for said 4,000,000 shares of KOWTOW.
NOW THEREFORE in consideration of the mutual promises, covenants and
representations contained herein, and to consummate the foregoing plan of
reorganization, the parties hereby adopt said plan of organization and
agree as follows:
ARTICLE I
EXCHANGE OF SECURITIES
1.01 Issuance of KOWTOW Shares. Subject to all of the terms and
conditions of this Agreement, KOWTOW agrees to issue to AHA SHAREHOLDERS
4,000,000 fully paid and nonassessable unregistered shares of KOWTOW common
stock in exchange for 100% of the outstanding AHA common stock, all of
which is currently owned by AHA SHAREHOLDERS.
1.02 Transfer of AHA Shares. In exchange for KOWTOW's stock being
issued to AHA SHAREHOLDERS as above described, AHA SHAREHOLDERS shall on
the closing date and concurrent with such issuance of KOWTOW's common
stock, deliver to KOWTOW 100% of the outstanding common stock of AHA.
ARTICLE II
INDEMNIFICATION OF FINDER / NO AFFILIATE
2.01 Indemnification of Finder/Broker. Negotiations relative to this
Agreement and related hand have been conducted with the assistance of
Capital General Corporation who is acting as a broker, finder and
consultant on behalf of both AHA and KOWTOW. AHA, KOWTOW and AHA
SHAREHOLDERS agree to hold harmless and indemnify Capital General
Corporation and its officers and directors from any and all claim, demand,
cause of action or suit raised or filed in connection with the within
Agreement or any related transaction or the operation or promotion of AHA
and/or KOWTOW or the trading of their shares.
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2.02 No Affiliate. All parties agree that after the exchange of
shares as provided above, that neither Capital General Corporation nor any
of its officers and directors have any ongoing or other business
relationship with any of the parties to this Agreement, or their officers,
directors and promoters, nor any family or other relationship with such,
and therefore have no ability to exercise any control or influence over the
management and conduct of KOWTOW's business and therefore are non
affiliates of KOWTOW.
ARTICLE III
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF
AHA SHAREHOLDERS AND AHA
AHA SHAREHOLDERS AND AHA hereby represent, agree and warrant that:
3.01 Organization. AHA is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own its properties and to carry on its business as now
owned and operated by it, is duly qualified to do business and is in good
standing in any jurisdiction its business requires qualification.
3.02 Capital. The authorized capital stock of AHA consists of
25,000,000 shares of common stock. All of the issued and outstanding shares
are validly issued, fully paid and nonassessable.
3.03 Subsidiaries. AHA does not have any subsidiaries.
3.04 Directors and Officers. Exhibit 3.04 to this Agreement contains
the names and titles of all directors and officers of AHA as of the date of
this Agreement.
3.05 Financial Statements. Exhibit 3.05 to this Agreement includes the
unaudited financial statements of AHA as of December 31. 1998.
3.06 Absence of Changes. Since the date of AHA's most recent financial
statements included in Exhibit 3.05 there have been no changes in its
financial condition or operations, except for changes in the ordinary
course of business.
3.07 Absence of Undisclosed Liabilities. As of the date of AHA's most
recent balance sheet included in Exhibit 3.05 it did not have any material
debt, liability or obligation of any nature, whether accrued, absolute,
contingent or otherwise, and whether due or to become due, that is not
reflected in such balance sheet.
3.08 Tax Returns. Within the times and in the manner prescribed by
law, AHA has filed all federal, state and local tax returns required by
law, has paid all taxes, assessments and penalties due and payable and has
<PAGE>
made adequate provision on its most recent balance sheets for any unpaid
taxes. There are no present disputes as to taxes of any nature payable by
AHA.
3.09 Investigation of Financial Condition. Without in any reducing
or otherwise mitigating the representations contained herein, KOWTOW and/or
its attorneys shall have the opportunity to meet with accountants and
attorneys to discuss the financial condition of AHA. AHA shall make
available to KOWTOW and/or its attorneys all books and records of AHA. If
the transaction contemplated hereby is not completed, all documents
received by KOWTOW and/or its attorneys shall be returned to AHA and all
information so received shall be treated as confidential.
3.10 Patents, Trade Names and Rights. AHA owns or holds all necessary
patents, trademarks, service marks, trade names, copyrights and other
necessary to the conduct or proposed conduct of its business.
3.11 Compliance with Laws. AHA has complied with, and is not in
violation of, applicable federal, stale or local statutes, laws and
regulations affecting its properties or the operation of its business.
3.12 Litigation. AHA is not a party to, nor to the best of its
knowledge is there pending or threatened, any suit, action, arbitration or
legal, administrative or other proceeding, or governmental investigation
concerning its business, assets or financial condition. AHA is not in
default with respect to any order, writ, injunction or decree of any
federal, state, local or foreign court or agency, nor is it engaged in any
lawsuits to recover monies due to it.
3.13 Authority. The Board of Directors of AHA authorized the execution
of this Agreement and the consummation of the transactions contemplated
herein and has full power and authority to execute, deliver and perform
this Agreement.
3.14 Ability to Carry Out Obligations. The execution and delivery of
this Agreement by AHA and the performance of its obligations hereunder in
the time and manner contemplated will not cause, continue or conflict with
or result in (i) any breach of the provisions of any license, indenture,
mortgage charter, instrument, certification of incorporation, bylaws or
other agreement or instrument to which it is a party or by which it may be
bound, nor will any consents or authorizations of any party other than
those hereto be required, (ii) an event that would permit any party to any
agreement or instrument to terminate it or to accelerate the maturity of
any indebtedness or other obligation, or (iii) an event that would result
in the creation or imposition of any lien, charge or encumbrance on any
asset.
3.15 Full Disclosure. None of the representations and warranties made
by AHA SHAREHOLDERS or AHA herein or in any exhibit, certificate or
memoranda furnished or to be furnished by AHA SHAREHOLDERS or AHA, or on
either's behalf, contains or will contain any untrue statement of material
fact, or omits any material fact, the omission of which would be misleading
<PAGE>
3.16 Assets. AHA has good and marketable bile to all of its property
free and clear of any and all liens. claims or encumbrances except as may
be indicated m Exhibit 3.05.
3.17 Indemnification. AHA SHAREHOLDERS and AHA agree to defend and
hold KOWTOW and its officers and directors harmless against and in respect
of any and all claims, demands, losses, costs, expenses, obligations,
liabilities or damages, including interest, penalties and reasonable
attorney s fees, that it shall incur or suffer, which arise out of. Results
from or relate to any breach of dais Agreement or failure by AHA
SHAREHOLDERS or AHA to perform with respect to any of its representations,
warranties or covenants contained in this Agreement or in any exhibit or
other instrument furnished or to be furnished under this Agreement.
3.18 Authority to Exchange. As of the date of this Agreement, AHA
SHAREHOLDERS hold 100% of the shares of AHA common stock. Such shares are
owned of record and beneficially by AHA SHAREHOLDERS and such shares are
not subject to any lien, encumbrance or pledge. AHA SHAREHOLDERS hold
authority to exchange such shares pursuant to this Agreement.
3.19 Investment Intent. AHA SHAREHOLDERS understand and acknowledge
that the shares of KOWTOW common stock offered for exchange or sale
pursuant to this Agreement are being offered in reliance upon the exemption
from registration requirements of the Securities Act of 1933, as amended
(the "ACT"), pursuant to Section 4(2) of the Act and the rules and
regulations promulgate thereunder, for nonpublic offerings and make the
following representations, agreements ant warranties with the intent that
the same may be relied upon in determining the suitability of AHA
SHAREHOLDERS as a purchaser of KOWTOW common stock:
(a) The shares of KOWTOW common stock are being acquired solely for
the account of AHA SHAREHOLDERS, for investment purposes only, and not with
a view to, or for sale in connection with any distribution thereof, and
with no present intention of distributing or reselling any part of the
KOWTOW common stock acquired;
(b) AMA SHAREHOLDERS agree not to dispose of their KOWTOW common
stock or any portion thereof unless and until counsel for KOWTOW shall have
determined that the intended disposition is permissible and does not
violate the Act or any applicable Federal or state securities laws, or the
rules and regulation thereunder;
(c) AHA SHAREHOLDERS agree that the certificates evidencing the
KOWTOW common stock acquired pursuit to this Agreement will have a legend
placed thereon stating that they have not been registered under the Act or
any state securities laws and setting forth or referring to the
restrictions on transferability and sale of the KOWTOW common stock, and
that stop transfer instructions shall be placed with the transfer agent for
said certificate.
(d) AHA SHAREHOLDERS acknowledge that KOWTOW has made all records and
documentation pertaining to KOWTOW common stock available to them and to
their qualified representatives, if any, and has offered such person or
persons an opportunity to ask questions and further discuss the proposed
acquisition of KOWTOW common stock, and any available information
<PAGE>
pertaining thereto, with the officers and directors of KOWTOW, and that all
such questions and information requested have been answered by KOWTOW and
its officers ant directors to AHA SHAREHOLDERS satisfaction.
(e) AHA SHAREHOLDERS have carefully evaluated their financial
resources and investment position and the risks associated with this
transaction and are able to bear the economic risks of this transaction;
and they have substantial knowledge and experience in financial, business
and investment matters; and are qualified as sophisticated investors, and
are capable of evaluating the merits and risks of this transaction; ant
they desire to acquire the KOWTOW common stock on the terms and conditions
set forth;
(f) AHA SHAREHOLDERS are able to bear the economic risk of an
investment in the KOWTOW common stock; and
(g) AHA SHAREHOLDERS underhand that an investment in the KOWTOW
common stock is not liquid and AHA SHAREHOLDERS have no need for liquidity
in this investment.
3.20 Receipt of Relevant Information. AHA SHAREHOLDERS and AHA have
received from KOWTOW all financial and other information concerning KOWTOW
and its promoters, officers and directors, including, but nor limited to
Prospectus dated June 30. 1993, and Annual Report on Form 10-K for the year
ended December 31. 1998 as filed with the Securities and Exchange
Commission, and all other documents and information they have requested.
3.21 Public "Shell" Corporation. AHA and AHA SHAREHOLDERS are aware
that KOWTOW has public shareholders and is a "shell" corporation without
significant assets or liabilities, and further that public companies are
subject to extensive and complex state, federal and other regulations.
Among other requirements, AHA SHAREHOLDERS and AHA are aware Hat a Form 8-K
muse be filed with United States Securities and Exchange Commission within
fifteen days after closing which filing requires that audited financial
statements be filed within sixty days after the filing of the 8-K, and they
agree that such responsibility shall not be the responsibility of Capital
General Corporation, its officers, directors or employees nor the existing
officers of KOWTOW, but the sole responsibility of the new officers and
director of KOWTOW. AHA SHAREHOLDERS and AHA are aware of the legal
requirements and obligations of public companies, understand that
regulatory efforts regarding public shell transactions similar to the
transaction contemplated herein has been and is currently being exerted by
some states, the U.S. Securities and Exchange Commission and the National
Association of Securities Dealer, Inc. (NASD), and are fully aware of their
responsibilities, following closing, to fully comply will all securities
laws and regulations, and agree to do so.
3.22 No Assurances or Warranties. AHA SHAREHOLDERS and AHA
acknowledge that there can be no assurance regarding the tax consequence of
this transaction, nor can doers be any assurance that the Internal Revenue
Code or the regulations promulgated thereunder will not be amended us such
manner as to deprive them of any tax benefit that might otherwise be
received. AHA SHAREHOLDERS and AHA are relying upon the advice of their
own tax advisors with respect to the tax aspects of this transaction. No
representations or warranties have been made by KOWTOW, Capital General
Corporation, or their officers, directors, affiliates or agents, as to the
benefits to be derived by AHA SHAREHOLDERS or AHA in completing this
transaction, nor have any of them made any warranty or agreement, expressed
of implied, as to the tax or securities consequences of the transactions
contemplated by this Agreement or the tax or securities consequences of any
action pursuant to or growing our of dais Agreement.
<PAGE>
ARTICLE IV
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF KOWTOW
KOWTOW represents, agrees and warrants that:
4.01 Organization. KOWTOW is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, has all necessary
corporate powers to own properties and to carry on its business as now
owned and operated by it, is duly qualified to do business and is in good
standing in each of the jurisdictions where its business requires
qualification.
4.02 Capital. The authorized capital stock of KOWTOW consists of
100,000,000 shares of $.001 par value common stock of which 1,000,000
shares are currently issued and outstanding. All of the issued and
outstanding shares are validly issued, fully paid and nonassessable.
4.03 Subsidiaries. KOWTOW has no subsidiaries and does not own any
interest in any other enterprise, whether or not such enterprise is a
corporation.
4.04 Directors and Officers. Exhibit 4.04 to this Agreement contains
the names and titles of all officers and directors of KOWTOW as of the date
of this Agreement.
4.05 Financial Statements. Exhibit 4.05 to this Agreement includes
KOWTOW's audited financial statements as of December 31, 1998. The
financial statements have been prepared in accordance with generally
accepted accounting principles and practices consistently followed
throughout the period indicated and fairly present the financial position
of KOWTOW as of the dates of the balance shears included in the financial
statements and the results of operations for the periods indicated.
4.06 Absence of Changes. Since the date KOWTOW's most recent financial
statements, there has not been any change in its financial condition or
operations except for changes in the orders course of business.
4.07 Absence of Undisclosed Liabilities. As of the date of KOWTOW's
most recent balance sheet, included in Exhibit 4.05, it did not have any
material debt, liability or obligation of any nature, whether accrued,
absolute, contingent or otherwise and whether due or to become due, that is
not reflected in such balance sheet.
4.08 Tax Returns. Within the times and in the manner prescribed by
law, KOWTOW has filed all federal, state or local tax returns required by
law, has paid all taxes, assessments and penalties due and payable and has
made adequate provision on in most recent balance sheet for any unpaid
taxes. There are no present disputes as to taxes of any nature payable by
KOWTOW.
<PAGE>
4.09 Investigation of Financial Condition. Without in any manner
reducing or otherwise mitigating the representations contained herein. AHA
and AHA SHAREHOLDERS shall have the opportunity to meet with KOWTOW's
accountants and attorneys to discus the financial condition of KOWTOW.
KOWTOW shall make available to AHA and AHA SHAREHOLDERS all books and
records of KOWTOW.
4.10 Patents, Trade Names and Rights. KOWTOW does not use any patents.
trade marks, service marks, trade names or copyrights in its business.
4.11 Compliance with Laws. KOWTOW has complied with, and is not in
violation of, applicable federal, state or local statutes, laws and
regulations affecting its properties or the operation of its business.
4.12 Litigation. KOWTOW is not a party to, nor to the best of its
knowledge is there pending or threatened, any suit, action, arbitration or
legal, administrative or other proceedings, or governmental investigation
concerning its business, assets or financial condition. KOWTOW is not in
default with respect to any order, writ, injunction or decree of any
federal, state, local or foreign court or agency, nor is it engaged in, nor
does it anticipate it will be necessary to engage us, any lawsuits to
recover money or real or personal propel.
4.13 Authority. The Board of Directors of KOWTOW has authorized the
execution of this Agreement and the transactions contemplated herein, and
it has full power and authority to execute, deliver and perform this
Agreement.
4.14 Ability to Carrier Out Obligations. The execution and delivery of
this Agreement by KOWTOW and the performance of its obligations hereunder
will not cause, constitute, conflict with or result in (i) any breach of
the provisions of any license, indenture, mortgage, charter, instrument,
certificate of incorporation, bylaw or other agreement or instrument to
which it is a party or by which it may be bound, nor will any consents or
authorizations of any party other that those hereto be required, (ii) an
event that would permit any party to any agreement or instrument to
terminate it or to accelerate the maturity of any indebtedness or other
obligation, or (iii) an event that would result in a creation or imposition
of any lien charge or encumbrance on any asset.
4.15 Assets. KOWTOW has good and marketable title to all of its property
free and clear of any and all liens, claims and encumbrances, except as may
be indicated in Exhibit 4.05.
4.16 Validity of KOWTOW Shares. The shares of KOWTOW $.001 par value
common stock to be issued pursuant to this Agreement will be duly
authorized, validly issued fully paid and nonassessable under Nevada law.
<PAGE>
ARTICLE V
ACTIONS PRIOR TO CLOSING
5.01 Inventive Rights. Prior to the Closing Date each party shall
provide to the other parties, including the parties' counsel, accountants
and other authorized representatives, full access during normal business
hours (upon reasonable advance written notice) to such parties' books and
records.
5.02 Conduct of Business. Prior to the Closing Date each party shall
conduct its business in the normal course and shall not see, pledge or
assign any assets, without the prior written approval of the other parties.
No party shall amend its certificate of incorporation or bylaws, declare
dividends, redeem or sell stock or other securities, incur additional
liabilities, acquire or dispose of fixed assets, change employment terms,
either into any material or long-term contract, guarantee obligations of
any third party, settle or discharge any balance sheet receivable for less
that its stated amount, pay more on any liability that its stated amount or
enter into any other transaction other than in the regular course of
business.
ARTICLE VI
CLOSING
6.01 Closing. The closing (the "Closing") of this transaction shall
be held al the offices of KOWTOW, or such other place as shall be mutually
agreed upon, on or before March 17, 1999, (the "Closing Date"):
(a) KOWTOW shall issue 4,000,000 shares of its $.001 par value common
stock or certificates representing such shares.
(b) AHA SHAREHOLDERS shall deliver the certificates representing 100%
of the shares of AHA common stock.
(c) KOWTOW shall deliver a signed consent or minutes of its Board of
Directors, approving this Agreement and authorizing the matters set forth
herein;
(d) AHA shall deliver a signed consent or minutes of in Board of
Directors approving this Agreement and authorizing the matters set forth
herein,
(e) KOWTOW's existing Board of Directors will (i) elect new
directors, as named by AHA SHAREHOLDERS to act as officers and directors of
KOWTOW in the capacities set forth in Exhibit 6.01 and (ii) the two current
directors will resign their positions with KOWTOW effective the Closing
Date.
<PAGE>
ARTICLE VII
MISCELLANEOUS
7.01 Captions and Headings. The article and paragraph headings
throughout this Agreement are for convenience and reference only and shall
not be deemed to define, limit or add the meaning of any provision of this
Agreement.
7.02 No Oral Change; This Agreement may not be changed or modified
concept in writing signed by the party against whom enforcement of any
change or modification is sought.
7.03 Non-Waiver. Except as otherwise expressly provided herein, no
waiver of a covenants, condition or provision of this Agreement shall be
deemed to have been made unless executed in writing and signed by the party
against whom such waiver is charged. The failure of any party to insist in
any one or more cases upon the performance of any covenant, condition or
provision of this Agreement shall not be construed as a waiver or
relinquishment for the future of any such covenant, condition or provision.
No waiver by any party of one breach by the other shall be construed as a
waiver with respect to a subsequent breach.
7.04 Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
7.05 Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties and supersedes all prior agreements
and understandings.
7.06 Choice of Law/Arbitration. This Agreement and its application,
shall be governed under do laws of Me State of Nevada. Any and all disputes
and controversies of every kind and nature between the parties hereto
arising out of or relating to this Agreement relating to the existence,
construction, validity, interpretation or meaning, performance,
non-performance, enforcement, operation, breach, continuance or termination
thereof shall be subject to an arbitration mutually agreeable to the
parties or, in the absence of such mutual agreement, then subject to
arbitration in accordance with the rules of the American Arbitration
Association. It is the intent of the parties hereto and the purpose of this
provision to make the submission to arbitration of any dispute or
controversy arising hereunder an express condition precedent to any legal
or equitable action to proceeding of any nature whatsoever.
7.07 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
when taken together shall constitute one and the same instrument.
7.08 Notices. All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed
to have been given on do date of service if served personally on the party
to whom notice is to be given, or on third day after mailing if mailed to
the parry to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed as follows
<PAGE>
KOWTOW
3098 So. Highland Drive. Suite 460
Salt Lake City, Utah 84106
AHA and AHA SHAREHOLDERS
4505 W. Hacienda Ave. Unit I-l
Las Vegas, Nevada 89118
7.09 Expenses. The parties will pay their own legal, account and
other expenses incurred in connection with this Agreement.
7.10 Survival of Representations and Warranties. The representations,
warranties and covenants set forth in this Agreement or in any instrument,
certificate, opinion or over writing provided for in it, shall survive the
Closing Date.
7.11 Further Documents. The public agree to execute any and all other
documents and to take such other action or corporate proceedings as may be
necessary or desirable to carry out the terms hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the date
first above written.
Kowtow, Inc
/s/ Krista Nielson,
-----------------------------------
Krista Nielson, President
Affordable Homes of America, Inc.
/s/ Merle Ferguson
------------------------------------
Merle Ferguson, President
Shareholders of Affordable Homes of America, Inc.
/s/Merle Ferguson
-------------------------------------
Merle Ferguson, sole shareholders
<PAGE>
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
KOWTOW, INC.
(NAME CHANGE HEREIN TO AFFORDABLE HOMES OF AMERICA, INC.)
WHEREAS, there was issued by the Secretary of State o Charter
constituting and creating KOWTOW, INC., a corporation organized under the
laws of this state with its principal place of business in Las Vegas,
Nevada, and a capital stock of One Hundred Thousand Dollars ($100,000.00),
divided into One Hundred Million (100,000,000) shares of a par value of one
mill (1/10 cent) each, empowering it to engage in any activity or business
not in conflict with the laws of the State of Nevada or of the United
States of America.
The undersigned, President and Secretary of KOWTOW, INC. hereby
certify that by resolutions duly adopted unanimously by the Board of
Directors of the Company pursuant to written action effective as of March
19, 1999; and by resolution duly adopted by a majority of the shareholders
of all classed of stock outstanding and entitled to vote thereon of the
Company pursuant to written action effective as of March 19, 1999, amending
the Article of Incorporation as follows:
That Article I, be amended and changed to read as follows:
Name: The name of the Corporation is AFFORDABLE HOMES OF AMERICA,
INC.
<PAGE>
WHEREFORE, they pray that the Articles of Incorporation of KOWTOW,
INC. be so amended.
Dates this 19th day of March, 1999.
/s/Merle Ferguson
--------------------------------
Merle Ferguson, President
/s/ Susan Donohue
- -------------------------------
Susan Donohue, Secretary
State of Nevada )
):ss
County of Clark )
On this 19th day of March, 1999, before me, a notary public,
personally appeared Merle Ferguson and Susan Donohue, known to me to be the
persons whose names are subscribed to the within document, and acknowledge
that they executed the same.
/s/ Kathy Korwitz
- --------------------------------
Notary Public
