UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AFFORDABLE HOMES OF AMERICA, INC.
(Exact name or Registrant as specified in its charter)
Nevada 87-0434297
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) number)
4505 W. Hacienda Ave. Unit I-1
Las Vegas, Nevada 89118
702-579-4888
(Name, address, including zip code, and telephone numbers,
including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Title of Securities Amount to Proposed Proposed Amount of
to be registered be maximum maximum registration
registered Offering aggregate fee
price per offering
share(2) price
<S> <C> <C> <C> <C>
Common Stock (1) 967,977 $0.687 $665,000 $175.56
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Plan being registered pursuant
to this Registration Statement by reason of any stock dividend, stock split,
recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the
Securities Act, solely for purposes of determining the registration fee
based on the average of the bid and asked prices of the Registrant's
Shares reported on the OTC Bulletin Board on May 18, 2000
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1999.
2. All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the 1934 Act since June 30,1999.
All other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 ,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any statement so modified or superceded, shall not be deemed
except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Nevada law permits a company to indemnify its directors and officers,
except for any act of dishonesty. Affordable Homes of America, Inc. ("AHOA")
has provided in its By-Laws that the directors and officers of AHOA will be
indemnified and secured harmless to the full extent permitted by law out of
the assets of AHOA from and against all actions, costs, charges, losses,
damages and expenses incurred by reason of any act done, concurred in or
omitted in or about the execution of their duties or supposed duties, other
than in the case of any fraud or dishonesty. In addition, AHOA has provided
in its by-laws that each shareholder of AHOA agrees to waive any claim or
right to action, individually or in the right of AHOA against any director
or officer or AHOA on account of any action taken by such director or
officer.
Nevada Law also permits AHOA to purchase insurance for the benefit of
its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise
of their power and the discharge of their duties, or indemnifying them in
respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
Exhibit Description
No.
5.1 Opinion of James E. Pratt, Esq.
23.1 Consent of James E. Pratt, Esq.
24.1 Powers of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers of sales are being made, a
post effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement,
(2) that, for purposes of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 (a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
<PAGE>
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in a successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the
Registrant will, unless in the opinion of its counsel the question has
already been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the
Registrant, Affordable Homes of America, Inc., a corporation organized and
existing under the laws of the State of Nevada, certifies that it has
reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Las Vegas, State of Nevada, on this 18th day of May, 2000
AFFORDABLE HOMES OF AMERICA, INC.
By: /s/ Merle Ferguson
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Merle Ferguson jointly and severally, his or
her attorney-in-fact and agent, each with the power of substitution and
resubstitution, for him or her and in his or her name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement
together with exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting to each attorney-in-fact and
agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
as he or she might or could do in person, and ratifying and confirming all
that the attorneys-in-fact and agents, or his or her substitute or
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
SIGNATURE
TITLE
/s/ Merle Ferguson President and Chief Executive Officer
/s/ Susan Donohue Assistant Secretary
<PAGE>
EXHIBITS
5.1 Opinion of James E. Pratt, Esq.
23.1 Consent of James E. Pratt, Esq.
24.1 Powers of Attorney
<PAGE>
EXHIBIT 5.1
(LETTERHEAD)
JAMES E. PRATT,
ATTORNEY AT LAW
195 Kildare Rd.
Garden City, New York, 11530
(516)741-2978 Phone (516) 873-1140 Facsimile
May 18, 2000
Affordable Homes of America, Inc.
4505 W. Hacienda Ave.
Unit I -1
Las Vegas, Nevada 89118
RE: REGISTRATION STATEMENT ON FORM S-8
We have examined the Registration Statement on Form S-8 (the "Registration
Statement")
to be filed by you with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as
amended, of the a total of 967,977 shares of your Common Stock (the
"shares"). As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale and issuance of
the shares.
It is our opinion that upon completion of the proceedings being taken in
order to permit such transactions to be carried out in accordance with the
securities laws of the various states, where required, the shares when
issued and sold in the manner described in the Plan and the Registration
Statement will be legally and validly issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in
the Registration Statement,
Very truly yours,
/s/ James E. Pratt
James E. Pratt, Esq.
