SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. ______)
Check the appropriate box:
[ ] Preliminary Information Statement
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14c-5(d)(2))
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American Financial Holding, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
3) Per unit price or other underlying value of transaction computed
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filing fee is calculated and state how it was determined):
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AMERICAN FINANCIAL HOLDING, INC.
940 Rio Virgin Drive
St. George, Utah 84790
Telephone: (435) 674-1181
Telecopy: (435) 674-1183
To the Stockholders of American Financial Holding, Inc.:
On April 17, 2001, the holders of a majority of our outstanding common
stock approved the following actions:
(1) effect a 21.4-to-1 reverse split of the issued and
outstanding common stock, without any change to the 50,000,000 shares
of common stock, par value $0.001, authorized;
(2) authorize a new class of preferred stock consisting of
5,000,000 shares, par value $0.001 per share, with such designations,
rights, privileges and preferences as the board of directors may from
time to time deem appropriate in accordance with the Delaware General
Corporation Law; and
(3) elect Michael Avignon, Michael Macaluso and Frank M. DeLape
as directors, each to serve until the next annual meeting of directors
and until each's successor is elected and qualified.
Our board of directors had previously unanimously approved the above
actions and fixed the close of business on April 16, 2001 (the "Record Date"),
for the determination of stockholders entitled to vote respecting the above
action. The consenting stockholders, whose 15,000,000 shares represented
approximately 77.8% of our outstanding voting common stock on April 17, 2001,
have consented to the above actions. Therefore, no special meeting or 2001
annual meeting of stockholders will be held.
We Are Not Asking for a Proxy and You Are Requested Not to Send Us a
Proxy.
This information statement is being mailed on or about April 23, 2001,
to all stockholders of record as of the Record Date, and is accompanied by a
copy of our annual report on Form 10-KSB for the year ended December 31, 2000,
which includes our audited financial statements. Your attention is directed to
the enclosed information statement.
By order of the board of directors:
/s/ Kenton L. Stanger
----------------------------
Kenton L. Stanger, President
St. George, Utah
April 23, 2001
AMERICAN FINANCIAL HOLDING, INC.
940 Rio Virgin Drive
St. George, Utah 84790
Telephone: (435) 674-1181
Telecopy: (435) 674-1183
INFORMATION STATEMENT
We Are Not Asking for a Proxy and You Are Requested Not to Send Us a Proxy.
Introduction
This information statement is furnished by our board of directors in
connection with actions outlined above that our board of directors and
stockholders have approved in accordance with the terms of our agreement to sell
$300,000 in securities.
Pursuant to our January 22, 2001 agreement, we agreed to sell to three
previously unrelated purchasers an aggregate of $300,000 in securities,
consisting of (a) 15,000,000 shares of common stock at a price of $0.01 per
share, or an aggregate of $150,000; and (b) an aggregate of $150,000 in
principal amount of promissory notes convertible into an aggregate of 49,200,000
shares of common stock, subject to recapitalization of the company by effecting
a 21.4-to-1 reverse stock split of the issued and outstanding shares, without
any reduction to the 50,000,000 shares of common stock authorized. On the
effectiveness of the reverse stock split, the $150,000 in promissory notes will
automatically be converted into common stock. As a result of the foregoing, a
total of 64,200,000 shares of common stock issuable under the purchase agreement
will be consolidated into 3,000,000 shares of common stock after giving effect
to the required 21.4-to-1 reverse stock split. As a result of the reverse stock
split, the 4,279,449 shares of common stock issued and outstanding immediately
prior to the sale of $300,000 in securities, will be reverse split into
approximately 199,974 post-split shares of common stock. In addition, we have
agreed to issue to a third party an aggregate of 400,000 post-split shares for
services. Accordingly, after giving effect to the foregoing, we will have
approximately 3,600,000 shares issued and outstanding.
In connection with the foregoing transaction, we also agreed to
authorize a class of preferred stock and to elect designees of the new investors
as directors. Accordingly, the board of directors and stockholders have approved
an amendment to the certificate of incorporation to authorize a class of
5,000,000 shares of preferred stock, par value $0.005, having such rights,
designations and preferences as the board of directors may designate in
accordance with Delaware law, and have elected an entirely new board of
directors consisting of Michael Avignon, Michael Macaluso, and Frank M. DeLape
as directors, each to serve until his successor is elected and qualified.
The foregoing actions will become effective on May 14, 2001, which is
at least 20 days after the enclosed statement is first sent to the stockholders
on April 23, 2001.
Background and History
Until late 1997, our operations consisted primarily of marketing
annuity and life insurance products through our wholly-owned subsidiary, Income
Builders, Inc., while we continued to seek funding for acquiring and operating
an insurance company to reinsure and coinsure a portion of the products marketed
by Income Builders. In late 1997, we agreed to transfer all of the stock of
Income Builders, which markets life insurance and annuity products underwritten
by other insurance providers, to Tambora Financial Corporation in exchange for
$500,000 in cash and approximately 4.9 million shares of Tambora common stock.
The exchange was completed on October 24, 2000. Since its inception in September
1997, Tambora has been funded through the sale of common stock, including shares
sold to our officers and directors. As of December 31, 2000, we owned
approximately 32.5% of the issued and outstanding Tambora stock.
Because of our common controlling officers, directors and stockholders,
the transactions between Tambora and us have not been and are not the result of
arm's-length negotiations and are subject to substantial conflicts of interest.
Upon entering into the 1997 agreement to transfer Income Builders to
Tambora, the operations of Income Builders were considered discontinued as to
us. We now plan to distribute the approximately 4.9 million shares of Tambora
stock we
own to our stockholders and others, subject to satisfying applicable regulatory
requirements. Therefore, since October 24, 2000, our investment in Tambora is
considered temporary, and we have not recognized any of our portion of the
losses from Tambora, have carried the investment in Tambora at a cost of zero,
and have not recognized any participation in Income Builders' business.
Tambora, through Income Builders, acts as an independent field
marketing organization for LifeUSA Holding, Inc. Income Builders has been a
leading national producer for LifeUSA for combined annuity and life premium
sales in recent years. Tambora seeks to become a financial services holding
company with broad-based marketing of life insurance and annuities, including
the products of other insurance companies, and ultimately its own products. The
implementation of this plan will require substantial amounts of additional
capital.
In connection with our acquisition of Income Builders as a wholly owned
subsidiary in 1989, we agreed to use our best efforts to seek additional equity
financing to fund the expansion of Income Builders. We now propose to implement
this goal through the plan outlined below in which Tambora will seek funding to
purchase an insurance company, and we will distribute our Tambora stock to our
stockholders and others.
In January 2001, we assigned an aggregate of $3,045,887, subject to
$168,000 in offsets, to Debt Reduction Trust. The amounts assigned included
receivables of principal and accrued interest of $1,586,777 from Kenton L.
Stanger and $1,354,227 from Raymond L. Punta, both executive officers and
directors, and $104,883 from others. In consideration of such assignment, Debt
Reduction Trust agreed to assume any and all liabilities for withholding taxes
or other payroll burdens due federal or state authorities relating to the
characterization of any of the amounts paid to the obligors as compensation and
such trust's agreement to indemnify us and hold us harmless from and against any
related loss. Debt Reduction Trust is an irrevocable trust created by Kenton L.
Stanger. The sole trustee of Debt Reduction Trust is currently Chelton Feeny, a
director, and the beneficiaries are Mr. Stanger's wife or estate. Other than the
obligations assigned to Debt Reduction Trust as noted above, the trust's only
assets are 25,000 shares of our common stock.
Subsequent to December 31, 2000, we sold for $300,000 a total of 15.0
million shares of common stock (700,935 shares on a pro forma basis giving
effect to the 21.4-to-1 reverse stock split) for an aggregate of $150,000, and
$150,000 in principal amount of promissory notes, automatically convertible into
an aggregate of 49.2 million shares of common stock (2,229,000 shares on a pro
forma basis giving effect to the 21.4-to-1 reverse split), as noted above. The
persons making the $300,000 investment have executed a majority written consent
approving the reverse stock split, the appointment of their designees to the
board of directors, and the authorization of a class of preferred stock as
discussed in this information statement. On the effectiveness of the reverse
stock split and related matters, we will issue 400,000 shares of
post-reverse-split common stock to a third party for services. The securities
sold by us and the consideration we received are being held pending our
distribution of this information statement to our stockholders. After giving
effect to the foregoing, we will have an aggregate of approximately 3.6 million
shares of post-split common stock issued and outstanding. The persons making the
recent $300,000 investment will not participate in the distribution of
approximately 4.9 million shares of Tambora stock to our stockholders and
others.
Under the agreement with the investors, proceeds from the sale of the
$300,000 in securities will be applied toward certain accrued obligations. As of
December 31, 2000, these past due accrued obligations included approximately
$253,000 due third parties for professional fees, $19,000 due Kenton L. Stanger
for cash advances, and approximately $210,000 due Tambora for cash advances. In
addition, we are a defendant with Kenton L. Stanger and Raymond L. Punta in a
lawsuit initiated by a third party. We also have recorded a liability of
$364,000 to investors in our former subsidiary, Triad Financial Systems, Inc.,
that we intend to satisfy by distributing to such investors a portion of the
approximately 4.9 million shares of Tambora stock that we own. Following the
distribution of this information statement and as a further condition to
releasing the $300,000 in proceeds from our sale of securities, we are required
to obtain releases from liabilities from the foregoing creditors with liquidated
amounts and to make arrangements satisfactory to the investors respecting the
defense of the pending lawsuit. We have reached agreements acceptable to us with
all third parties providing professional services under which we will settle the
amounts for a partial cash payment. We have reached similar arrangements with
Mr. Stanger and Tambora, to the extent that funds may be available. Thus, after
these agreed disbursals, we will have no assets and no liabilities.
Our board of directors believes the transaction for the sale of
$300,000 in securities is fair to the stockholders from a financial point of
view. This transaction was the result of arm's length negotiations in which each
party was represented by independent legal counsel. After giving effect to the
transactions described above, we had no assets except for the approximately 4.9
million shares of Tambora stock we intend to distribute to our stockholders in
order to provide them with a
2
long-term opportunity to participate in Tambora's business. But we also had
liabilities totaling approximately $846,000 at December 31, 2000, with no
financial resources. Therefore, the creditors were in a position to assert
claims against the approximately 4.9 million Tambora shares that we own, taking
an important asset we intend to distribute to our stockholders. By agreeing to
sell the $300,000 in securities, we are generating the cash required to reach
agreements with our principal creditors, which in turn, enables us to proceed
with our planned distribution of the approximately 4.9 million shares of Tambora
stock to our stockholders and others.
Current Status
As a result of the transaction described above, we currently have no
active operations or majority-owned subsidiaries. Our assets consist of
approximately 4.9 million shares of common stock of Tambora that we intend to
distribute to our stockholders and others, subject to satisfying applicable
regulatory requirements, as discussed above, and we will have no liabilities.
The approximately 4.9 million shares of Tambora common stock to be distributed
to our stockholders and others will be voted by the board of directors of
Tambora until the distribution is completed.
Outstanding Securities and Voting Rights
As of the Record Date, we had issued and outstanding a total of
19,279,449 shares of common stock. The stockholders who have executed a majority
written consent to approve the action described above own an aggregate of
15,000,000 shares of our common stock, or approximately 77.8% of our issued and
outstanding common stock.
Each holder of common stock is entitled to one vote in person or by
proxy for each share of common stock in his or her name on our stock transfer
books as of the Record Date on any matter submitted to a vote of the
stockholders; however, under Section 228 of the Delaware General Corporation
Law, any action that may be taken at any stockholders' meeting may be taken by
written consent by the requisite number of stockholders required to take such
action. The election of directors and the approval of the amendments to our
certificate of incorporation to reverse split the issued and outstanding stock
and authorize a class of preferred stock requires the affirmative vote or
written consent of the holders of a majority of our issued and outstanding
stock. On April 17, 2001, the consenting stockholders owning approximately 77.8%
of our outstanding voting common stock consented to the foregoing matters.
Therefore, we are not submitting such matters to a vote of the stockholders, we
are not soliciting proxies, and we will not hold a meeting on these matters.
Information Concerning Nominees
Our bylaws currently fix the number of directors at five. The board of
directors has adopted a resolution to reduce the size of the board to three
persons, effective on the effective time of the stockholders' consent. Each of
the three nominees to serve as directors was designated by the principal
stockholders. Each director will be elected to hold office until the next annual
meeting of stockholders and until his successor has been elected and qualified.
Business Experience During Past
Name Age Five Years and Other Information
--------------------- --- -----------------------------------------------
Michael Macaluso..... 49 Various senior executive positions with Page
International, a Houston, Texas, high-end
printing company.
Frank M. DeLape...... 47 Since 1994, the Chief Executive Officer of
Benchmark Equity Group, Inc., a Houston, Texas,
venture capital firm.
Michael Avignon...... 47 Chief Executive Officer of Axces, a Houston,
Texas telecommunications firm, and an officer
and director of MTM Holdings, Inc. of Houston,
Texas, which is an investing and consulting
firm, and a manager of Capali, LLC, also of
Houston, Texas, which is an investing and
consultant firm.
3
Each of the nominees has consented to be named in this information
statement and has consented to serve as a director. However, should any nominee
become unable or unwilling to accept election, the remaining directors may
nominate a replacement. We do not believe that any substantive nominee will be
required.
Current Directors and Executive Officers
Our current directors and executive officers are as follows:
Name Age Office
----------------------- ------- --------------------------------------------
Kenton L. Stanger...... 67 Chief Executive Officer, President, Director
Raymond L. Punta....... 51 Executive Vice President, Director
Chelton S. Feeny....... 77 Director
Ray P. Brown........... 56 Executive Vice President-Marketing, Director
Tim L. Hansen.......... 51 Executive Vice President-Marketing, Director
Directors are elected at our annual stockholders' meeting to serve for
a period of one year and until their successors are elected and qualified.
Officers serve at the pleasure of the board of directors.
Kenton L. Stanger has served as our Chairman of the Board, President
and Chief Executive Officer since 1988 and Chairman of the Board and Chief
Executive Officer of Tambora since 1997. From 1986 to 1988, he was President of
American Financial Marketing, Inc., which was acquired by us in 1988. From 1969
to 1986, Mr. Stanger was Chairman, President and Chief Executive Officer of
Balanced Security Corporation, a financial services holding company that owned
its own life insurance and annuity marketing company, and an insurance-related
audio/visual production company. During 1985, he also served as a director for
Service Life Insurance Company. From 1965 to 1969, he was President and Chief
Executive Officer of Sentinel's Southern Agency Corporation. Mr. Stanger was the
District Sales Manager for Country Mutual Life and Farm Bureau Insurance
Companies from 1958 to 1965. Mr. Stanger is the father-in-law of Raymond L.
Punta.
Raymond L. Punta has served as our Executive Vice President and a
director from 1989 through the present and President and a director of Tambora
since 1997. From 1988 through 1989, Mr. Punta was a co-owner of American Safety
Products, an entity that marketed Halon fire extinguishers, door entry systems
and other commercial and residential safety products. Mr. Punta was a national
sales trainer for Novar Corporation, Barberton, Ohio, from 1984 to 1988. From
1973 to 1984, Mr. Punta served as a law enforcement officer with the San Joaquin
County Sheriff's Department and the Lodi Police Department, both in California.
Mr. Punta is the son-in-law of Mr. Stanger.
Chelton S. Feeny has served as a director from 1988 through the present
and a director of Tambora since 1997. Dr. Feeny was engaged in the practice of
medicine between 1959 and 1988 in Ogden, Utah. From 1989 until 1995, he was
employed by the Veterans Administration Regional Office in Anchorage, Alaska. He
retired in 1995 and currently serves as a member of the Finance Committee of the
Ogden Surgical Society.
Ray P. Brown has served as our Executive Vice President-Marketing and a
director since 1989 and a director and Executive Vice President of Tambora since
1997. In 1987, Mr. Brown, in conjunction with Mr. Hansen, formed Income
Builders, Inc., a field marketing organization to sell life insurance and
annuity products offered by LifeUSA. In 1989, Messrs. Brown and Hansen exchanged
their shares of Income Builders for our shares, and Income Builders became our
wholly-owned subsidiary. Mr. Brown has been active in the insurance industry
since 1972.
Tim L. Hansen has served as our Executive Vice President-Marketing and
a director since 1989 and a director and Executive Vice President of Tambora
since 1997. In 1987, Mr. Hansen, in conjunction with Mr. Brown, formed Income
Builders, Inc., a field marketing organization to sell life insurance and
annuity products offered by LifeUSA. In 1989, Messrs. Hansen and Brown exchanged
their shares of Income Builders for our shares, and Income Builders became our
wholly-owned subsidiary. Mr. Hansen has been active in the insurance industry
since 1973.
Board Meetings and Committees
Members of the board of directors discussed various business matters
informally on numerous occasions throughout the year. No formal actions were
taken by vote in board meetings that occurred throughout the year or by
unanimous consent during 2000. Directors who are our employees did not receive
compensation for services as directors.
The board of directors has no standing audit or compensation
committees.
4
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to us during or respecting our last fiscal year ended December 31,
2000, and any written representation referred to in paragraph (b)(2)(i) of Item
405 of Regulation S-B, no person who, at any time during the most recent fiscal
year, was a director, officer, beneficial owner of more than 10% of any class of
our equity securities or any other person known to be subject to Section 16 of
the Exchange Act failed to file, on a timely basis, reports required by Section
16(a) of the Exchange Act during the most recently-completed, full fiscal year
or prior fiscal year, except as noted in previous reports on Form 10-KSB.
EXECUTIVE COMPENSATION
The following table sets forth, for each of the last three fiscal years
in the period ending December 31, 2000, cash compensation received from us by
any person serving as our chief executive officer during the last preceding
fiscal year and any of the three remaining most highly-compensated, other
executive officers whose salary and bonus for all services in all capacities
exceeded $100,000 for the most recent fiscal year:
Summary Compensation Table
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------------ -----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Annual Restricted Underlying Other
Compen- Stock Options/ LTIP Compen-
Name and sation Award(s) SARs Payouts sation
Principal Position Year Salary ($) Bonus ($) ($)(1) ($) (#)(2) ($) ($)(2)
------------------------------ ------------ ----------- ----------- ------------ ----------- ----------- ------------
Kenton L. Stanger 2000 -- -- $ 89,684 -- -- -- --
CEO, President, 1999 -- -- 82,675 -- -- -- $ 4,613
Director 1998 -- -- 67,398 -- -- -- 6,934
--------------------------
(1) Consists of interest accrued during the year on the unpaid balance of
amounts previously outstanding on personal loans to such officer. Such
amount is treated as compensation for purposes of this table, but is
considered an obligation payable by such persons. Effective December
31, 2000, all amounts payable by such officer to us were assigned to
East Bay Trust. See "Certain Relationships and Related Transactions."
(2) Consists of personal use of automobile and related insurance and other
expense.
No options and SARs were granted or exercised during the last completed
fiscal year by any executive officer named in the Summary Compensation Table
above.
Employee Agreements and Benefits
During 2000, Kenton L. Stanger did not receive compensation from us,
but received compensation from Tambora that is not reflected in the above table.
We reimburse our directors for costs of attending meetings of the board
of directors but do not otherwise compensate our directors.
5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information as to each person who owned of
record or was known by us to own beneficially more than 5% of the 19,279,449
shares (900,909 shares on a pro forma basis giving effect to a 21.4-to-1 reverse
stock split) of issued and outstanding common stock as of December 31, 2000, and
information as to the ownership of our common stock by each of its directors and
by its officers and directors as a group. Except as otherwise indicated, all
shares are owned directly, and the persons named in the table have sole voting
and investment power with respect to shares shown as beneficially owned by them:
Nature of Number of
Beneficial Owners Ownership Shares Owned Percent
----------------------------------------------- ---------------- ------------------- ------------
Principal Stockholders:
-----------------------
Alyda Macaluso.............................. Direct 5,000,000 25.9%
1221 Danberry Indirect(1) 16,400,000 21.3
Houston, TX 77055 ----------
21,400,000 27.8
Laura Avignon............................... Direct 5,000,000 25.9
2500 Wilcrest, Suite 540 Indirect(1) 16,400,000 21.3
Houston, TX 77042 ----------
21,400,000 27.8
Lighthouse Capital Insurance Co............. Direct 5,000,000 25.9
c/o MeesPierson (Cayman) Ltd. Indirect(1) 16,400,000 21.3
P.O. Box 2003 GT ----------
Grand Pavillon Comm. Centre 21,400,000 27.8
Bougainvillea Way
802 West Bay Road
Grand Cayman, BVI
Nominees:
----------
Michael Avignon...................... See Laura Avignon above(2)
Michael Macaluso..................... See Alyda Macaluso above(3)
Frank M. DeLape...................... -- --
All Nominees, as a Group (3 Persons): Direct 10,000,000 51.8
Indirect(1) 32,800,000 42.6
----------
42,800,000 55.6
Directors:
----------
Kenton L. Stanger...................... Indirect(4) 242,118 1.3
Tim L. Hansen.......................... Direct 191,826 0.9
Indirect(5) 50,272 0.3
--------
Total 242,098 1.3
Ray P. Brown........................... Direct 174,824 0.9
Indirect(5) 67,002 0.3
--------
Total 241,826 1.3
Raymond L. Punta....................... Direct 125,000 0.6
Indirect(6) 59,994 0.3
--------
Total 184,994 1.0
Chelton S. Feeny....................... Direct 98,500 0.5
Indirect(7) 107,522 0.6
-------
Total 206,022 1.1
All Directors and Executive Officers, as a Direct 590,150 3.1
Group (5 Persons):....................... Indirect 526,908 2.7
------------
Total 16,117,058 5.8
(1) Shares issuable on the automatic conversion of convertible debenture to
common stock on the effectiveness of the 21.4-to-1 reverse stock split.
(2) Michael and Laura Avignon are husband and wife so each may be deemed the
beneficial owner of shares owned by either.
(3) Michael and Alyda Macaluso are husband and wife so each may be deemed the
beneficial owner of shares owned by either.
(4) Mr. Stanger is deemed to share voting and dispositive power over 175,000
shares owned by San Joaquin Trust, 25,000 shares owned by Debt Reduction
Trust and 42,118 shares owned by his wife. The 25,000 shares held by Debt
Reduction Trust have been pledged to secure our loans made to certain
officers and directors. (See "Certain Relationships and Related
Transactions.")
(5) Represents shares held by self-directed retirement account.
(6) Consists of 59,994 shares owned by Mr. Punta's wife.
(7) Represents shares held by his trust.
6
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Officer Loans
In January 2001, we assigned all of the amounts receivable with
aggregate principal and accrued interest of $1,586,777 from Kenton L. Stanger,
$1,354,227 from Raymond L. Punta, and $104,883 from others, for an aggregate of
$3,045,887, subject to $168,000 in offsets, to Debt Reduction Trust in
consideration of such trust's assumption of any and all liabilities for
withholding taxes or other payroll burdens due federal or state authorities
relating to the characterization of any of the amounts paid to the obligors as
compensation and such trust's agreement to indemnify us and hold us harmless
from and against any related loss. Debt Reduction Trust is an irrevocable trust
created by Kenton L. Stanger. The sole trustee of Debt Reduction Trust is
currently Chelton Feeny, a director, and the beneficiaries are Mr. Stanger's
wife or estate. Other than the obligations assigned to Debt Reduction Trust as
noted above, the trust's only assets are 25,000 shares of our common stock.
Tambora Financial Corporation
Payments of Stock Subscriptions
During 2000, our officers and directors paid an aggregate of $23,000 on
previous subscriptions for the purchase of Tambora common stock at an average
price of $0.05 per share. Shares were issued as the subscriptions were paid.
Sale of Income Builders to Tambora
Following the organization of Tambora in September 1997, we agreed to
sell Income Builders to Tambora in consideration of $500,000 in cash and the
issuance to us of an aggregate of 4,899,533 shares of Tambora common stock as
follows:
(a) 4,279,449 shares to be distributed to our stockholders at
the rate of one share of Tambora stock for each share of our stock
held;
(b) 320,000 shares to satisfy our antidilution obligation to
East Bay Trust in connection with funding provided by it prior to
December 31, 1997; and
(c) 300,084 shares in order for us to offer shares in Tambora
to certain unaffiliated persons who had invested $300,084 in preferred
stock of Triad Financial Systems, Inc., previously our subsidiary.
Triad Financial Systems, Inc. was unsuccessful in obtaining the capital
required to implement its business plan and has been dissolved. Such
300,084 shares will be distributed to such former investors in Triad
Financial Systems, Inc. in satisfaction of their right to convert Triad
Financial Systems, Inc. preferred stock into our common stock.
Subject to satisfying applicable regulatory requirements, we intend to
distribute all of the shares of Tambora stock to the above groups in the amounts
indicated. We propose to file a registration statement under the Securities Act
of 1933 covering the foregoing transactions.
Sale of Common Stock
During 2000, Tambora received subscriptions for 615,648 shares for an
aggregate of $638,722, for an average price of $1.04. Tambora also issued shares
for services between inception and December 31, 2000. Tambora is currently
seeking additional private equity through the sale of common stock. Tambora
stock was issued to subscribers as their subscriptions were paid.
7
The following table shows the stock ownership of our officers and
directors in us and Tambora as of December 31, 2000, and the anticipated
ownership of officers and directors in Tambora after giving effect to the
proposed distribution of Tambora stock to our stockholders. The table does not
include 15,000,000 common shares owned by Alyda Macaluso, Laura Avignon and
Lighthouse Capital Insurance Company, who, upon completion of the stock purchase
agreement, have the right to appoint themselves or their designees as our
officers and directors:
Tambora
American Financial Holding Tambora (after distribution)
---------------------------- -------------------------- ---------------------------
Name Number Percentage Number Percentage Number Percentage
---------------------------- -------------- ------------- ------------ ------------- ---------------------------
Kenton L. Stanger.......... 242,098 5.7% 1,100,000 7.3% 1,342,098 8.9%
Raymond L. Punta........... 184,994 4.3 619,833 4.1 804,827 5.3
Tim L. Hansen.............. 242,098 5.7 845,000 5.6 1,087,098 7.2
Ray P. Brown............... 241,826 5.7 845,000 5.6 1,086,826 7.2
Chelton S. Feeny........... 206,022 4.8 1,253,938 8.3 1,459,960 9.7
-------------- ------------ -------------
Officers and Directors,
as a Group............... 1,117,038 26.1% 4,663,771 30.9 5,780,809 38.3%
============== ============ =============
Total Outstanding...... 4,279,449 15,104,285 15,104,285
============== ============ =============
---------------------
(1) Includes shares to be distributed, subject to satisfying certain
regulatory requirements.
(2) Does not reflect the extent to which the "other stockholders" may own
stock of both American Financial Holding and Tambora.
Director Loan
We owe Kenton L. Stanger, an officer and director, $18,865 for a cash
loan to us during 1999.
Tambora Advances to Us
In addition to Tambora's payment of $500,000 to us as partial
consideration of the purchase of Income Builders, as of December 31, 2000,
Tambora had outstanding advances of principal and accrued interest of $210,635
to us for payment of general and administrative expenses, including amounts paid
to executive officers and directors. Such amount is repayable by us to Tambora
under the terms of a promissory note bearing interest at 18% and due and payable
out of the first net proceeds received by us from the sale of common stock, but
in any event on or before December 31, 2002.
Income Builders Officers and Directors
Income Builders owed Tim L. Hansen and Ray P. Brown, officers of Income
Builders, $340,204 at December 31, 1999, payable on demand. Of the $340,204
payable, $240,194 bears an interest rate of 50% and $100,010 is a bonus payable.
Management of Income Builders intends to accrue interest on the $240,194 payable
at 50% and offset this accrued interest against the $1,074,219 stockholders'
receivable, until the receivable is reduced to $240,194, at which time this
payable will be used to offset the receivable from the officers of Income
Builders. These loans were included in the assets and liabilities of Income
Builders when it was sold to Tambora.
Sale of $300,000 in Securities
Subsequent to December 31, 2000, we sold for $300,000 a total of 15.0
million shares of common stock (700,935 shares of common stock giving effect to
the 21.4-to-1 reverse stock split) for an aggregate of $150,000, and $150,000 in
principal amount of promissory notes, automatically convertible into an
aggregate of 49.2 million shares of common stock (2,299,000 shares giving effect
to the 21.4-to-1 reverse split). The persons making the $300,000 investment have
agreed to execute a majority written consent approving the proposed reverse
stock split, the appointment of their designees to the board of directors, and
the authorization of a class of preferred stock. On the effectiveness of the
reverse stock split and related matters, we will issue 400,000 shares of
post-reverse-split common stock to a third party for services. The securities
sold by us and the consideration therefore are being held pending our
distribution of this information statement to our stockholders relating to the
matters to be approved by the majority written consent of its stockholders and
certain other conditions. After giving effect to the foregoing, we will have an
aggregate of 3.6 million shares of common stock issued and outstanding.
8
Conflicts of Interest
We and Tambora have been and will continue to be subject to significant
conflicts of interest as a result of their common controlling stockholders,
executive officers and directors. Notwithstanding these conflicts of interest,
such persons, acting both for themselves and as executive officers, directors
and stockholders of us or Tambora, have determined:
o the terms of their compensation from us, including the amount
and manner of payment;
o the terms on which such persons purchased stock from Tambora
upon its organization;
o the terms on which Tambora sold stock to other investors;
o the terms on which we sold Income Builders to Tambora; and
o the terms on which we are required to repay loans to Tambora.
There can be no assurance that any conflict of interest will be
resolved in favor of us or our stockholders. We have not adopted any policies
respecting the resolution of conflicts of interest that may arise.
REVERSE STOCK SPLIT
In accordance with our agreement relating to the recent $300,000 cash
investment, the board of directors has adopted and a majority of the
stockholders have approved by their written consent adoption a 21.4-to-1 reverse
stock split of our issued and outstanding common stock, without reducing the
50,000,000 shares of authorized common stock.
We believe it would be in the best interests of American Financial
Holding and its stockholders to adopt an amendment to our certificate of
incorporation that will effect a 21.4-to-1 reverse stock split. The amendment
that will effect the reverse split will be, by its terms, effective as of May
14, 2001. Its full text is set forth in the proposed Certificate of Amendment to
the Certificate of Incorporation attached to this information statement as
Appendix A.
Purpose and Background of the Reverse Split
We have approved the reverse stock split in accordance with our
contractual obligations under which we recently obtained $300,000 in new cash
investment. We are not aware of any present efforts by anyone to accumulate our
common stock, and the proposed reverse split is not intended to be an
anti-takeover device.
Effect on Market for Common Stock
Currently our common stock is not actively quoted or traded on any
recognized quotation medium that we know of. Decreasing the number of shares
outstanding without altering the aggregate economic interest represented by the
shares may result in an increase in the price for our stock if a market were to
develop. However, we cannot assure that such an increase will occur, even if a
market existed for our stock. There also can be no assurance that any price per
share of our common stock immediately after the reverse split will increase
proportionately with the reverse split, or that any increase will be sustained
for any period of time.
Effects of Reverse Split on Common Stock; No Fractional Shares
The principal effect of the reverse split will be to decrease the
number of issued and outstanding shares of our common stock to approximately 3.6
million shares, based on the number of shares outstanding on the Record Date for
the stockholder meeting, followed by the automatic conversion of $150,000 in
convertible notes to shares of common stock and the issuance of an additional
400,000 shares for services. The total number of shares of common stock each of
stockholder holds will be reclassified automatically into the number of shares
equal to the number of shares such stockholder held immediately before the
reverse split divided by 21.4. If the number of shares a individual stockholder
of record holds is not evenly divisible by 21.4, such stockholder will receive
scrip for the fractional share.
As of the Record Date for the stockholder consent, we had approximately
628 common stockholders of record (although we had significantly more beneficial
holders). We do not expect the reverse split to result in a significant
reduction in the number of record holders. We do not intend to seek any change
in our status as a reporting company for federal securities law purposes, either
before or after the reverse split.
9
Exchange of Stock Certificates
Stockholders will not be required to submit their stock certificates
for conversion into the post-reverse-split number of shares.
However, on or after the effective date of the reverse split, we will
mail a letter of transmittal to our stockholders. Stockholders will be able to
obtain a certificate evidencing post-reverse-split shares only by sending our
transfer agent, Fidelity Stock Transfer, 1800 South West Temple, Salt Lake City,
Utah, 84115, his or her old stock certificate(s), together with the properly
executed and completed letter of transmittal and payment of the required
transfer fee of $19.00 per new certificate. Stockholders will not receive
certificates for post-reverse-split shares unless and until their old
certificates are surrendered. Stockholders should not forward their certificates
to our transfer agent until they receive the letter of transmittal, and
stockholders should only send in their certificates with the letter of
transmittal. The transfer agent will send the stockholder's new stock
certificate promptly after receipt of his or her properly completed letter of
transmittal, the old stock certificate(s), and required fee.
As noted above, no fractional share of post-reverse-split common stock
will be issued. Instead, we will issue scrip in registered form, not represented
by a certificate, that shall entitle the holder to receive a full share upon the
surrender of such scrip evidencing a whole share. Upon the surrender of scrip
evidencing a whole share, we will issue to the holder thereof a certificate
evidencing such whole share. Holders of scrip will not be entitled to exercise
voting rights, to receive dividends thereon, or to participate in any of our
assets in the event of liquidation. Such scrip shall be void if not exchanged
for certificates representing full shares of uncertificated full shares before
12:00 midnight on the 120th day following the effective date of the amendment to
the certificate of incorporation.
AUTHORIZE PREFERRED STOCK
The board of directors has adopted and a majority of the stockholders
has approved by its written consent adoption of an amendment to our Certificate
of Incorporation to authorize a class of preferred stock. A copy of the revised
article to authorize 5,000,000 shares of preferred stock, par value $0.001, and
to coordinate the provisions of the newly authorized preferred stock with the
common stock is included in the proposed Certificate of Amendment to the
Certificate of Incorporation attached as Appendix A. You are urged to review the
appendix carefully. The general summary and discussion in the information
statement is qualified in its entirety by the specific language of such proposed
amendment attached.
Under the amendment to authorize a class of preferred stock, our board
of directors is authorized, without stockholder action, to issue preferred stock
in one or more series and to fix the number of shares and rights, preferences
and limitations of each series. Among the specific matters that may be
determined by the board of directors are the dividend rate, any redemption
price, any conversion rights, the amount payable in the event of any voluntary
liquidation or dissolution of our company, and any voting rights. Specifically,
the board of directors has the power to specify:
(i) the distinctive designation of and the number of
shares of Preferred Stock which shall constitute each series,
which number may be increased (except as otherwise fixed by
the board of directors) or decreased (but not below the number
of shares thereof outstanding) from time to time by action of
the board of directors;
(ii) the rate and times at which, and the terms and
conditions on which, dividends, if any, on the shares of the
series shall be paid; the extent of preferences or relation,
if any, of such dividends to the dividends payable on any
other class or classes of stock of this Corporation or on any
series of Preferred Stock; and whether such dividends shall be
cumulative or noncumulative;
(iii) the right, if any, of the holders of the shares
of the same series to convert the same into, or exchange the
same for, any other class or classes of stock of this
Corporation and the terms and conditions of such conversion or
exchange;
(iv) whether shares of the series shall be subject to
redemption and the redemption price or prices, including,
without limitation, a redemption price or prices payable in
shares of any other class or
10
classes of stock of the Corporation, cash or other property
and the time or times at which, and the terms and conditions
on which, shares of the series may be redeemed;
(v) the rights, if any, of the holders of shares of
the series on voluntary or involuntary liquidation, merger,
consolidation, distribution or sale of assets, dissolution or
winding up of this Corporation;
(vi) the terms of the sinking fund or redemption or
purchase account, if any, to be provided for shares of the
series; and
(vii) the voting powers, if any, of the holders of
shares of the series which may, without limiting the
generality of the foregoing, include (A) the right to more or
less than one vote per share on any or all matters voted on by
the stockholders, and (B) the right to vote as a series by
itself or together with other series of Preferred Stock or
together with all series of Preferred Stock as a class, on
such matters, under such circumstances, and on such conditions
as the board of directors may fix, including, without
limitation, the right, voting as a series by itself or
together with other series of Preferred Stock or together with
all series of Preferred Stock as a class, to elect one or more
directors of this Corporation in the event there shall have
been a default in the payment of dividends on any one or more
series of Preferred Stock or under such other circumstances
and upon such conditions as the board of directors may
determine.
The board of directors has authority to authorize the offer and sale of
preferred stock without the vote of or notice to existing stockholders. The
issuance of preferred stock could dilute the percentage interest and per share
book value of existing stockholders. We have no plans to issue any shares of
preferred stock.
INDEPENDENT PUBLIC ACCOUNTANTS
The selection of our auditors will not be submitted to the stockholders
for their approval in the absence of a requirement to do so.
Change of Accountants
On April 27, 2000, our board of directors determined not to engage
Jones Jensen & Co., Salt Lake City, Utah, as our principal accountant to audit
and report on our financial statements for the years ended December 31, 1998 and
1999 due to its inability to meet our scheduling requirements.
Our financial statements for the calendar year ended December 31, 1997,
have not been audited, and Jones Jensen was not retained by us to audit the 1998
and 1999 financial statements.
The report of Jones Jensen on our financial statements consisting of
consolidated balance sheets as of December 31, 1996, and the related
consolidated statements of income, stockholders' equity and cash flows for the
years ended December 31, 1996 and 1995, did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to audit scope or
accounting principles; however, the accountant's report for the December 31,
1996 and 1995, financial statements did contain an explanatory paragraph that
indicates there is doubt as to our ability to continue as a going concern.
In connection with our two most recent fiscal year audits and any
subsequent interim period preceding the dismissal of Jones Jensen, there were no
disagreements with Jones Jensen or reportable events on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreement in connection with its report. In connection with its audit of our
1996 financial statements, Jones Jensen noted no matters involving the internal
control structure and its operations that it considered to be material
weaknesses.
Jones Jensen has provided a letter to the Securities and Exchange
Commission indicating that it did not disagree with the above statements.
On April 27, 2000, our board of directors approved the engagement of
Robison, Hill & Co., Salt Lake City, Utah, as independent accountants and
auditors to report on our financial statements for the years ended December 31,
1998 and 1999.
11
No consultations occurred between us and Robison, Hill during the two
most recent fiscal years and any subsequent interim period prior to Robison,
Hill's appointment regarding either (a) the application of accounting principles
to a specific completed or contemplated transaction, the type of audit opinion
that might be rendered on our financial statements or other information provided
that was considered by us in reaching a decision as to an accounting, auditing
or financial reporting issue, or (b) any matter that was the subject of
disagreement or a reportable event requiring disclosure.
Fees to Robison, Hill
Audit Fees
The aggregate fees billed by Robison, Hill for professional services
rendered for the audit of our annual financial statements for the fiscal year
ended December 31, 2000, and for the reviews of the financial statements
included in our quarterly reports on Form 10-QSB for that fiscal year were
$5,950.
Financial Information Systems Design and Implementation Fees
Robison, Hill billed no fees for professional services rendered for
information technology services relating to financial information systems design
and implementation for the fiscal year ended December 31, 2000.
All Other Fees
No fees were billed by Robison, Hill for services rendered to us, other
than the services described above under "Audit Fees" and "Financial Information
Systems Design and Implementation Fees" for the fiscal year ended December 31,
2000.
STOCKHOLDER PROPOSALS
It is anticipated that the next annual meeting of stockholders will be
held on approximately May 15, 2002. Stockholders may present proposals for
inclusion in the information or proxy statement to be mailed in connection with
the 2002 annual meeting of stockholders of the company, provided such proposals
are received by the company no later than January 15, 2002, and are otherwise in
compliance with applicable laws and regulations and the governing provisions of
the certificate of incorporation and bylaws of the company.
By order of the board of directors:
AMERICAN FINANCIAL HOLDING, INC.
/s/ Raymond L. Punta
-----------------------------
Raymond L. Punta, Secretary
12
Appendix A
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
AMERICAN FINANCIAL HOLDING, INC.
A DELAWARE CORPORATION
American Financial Holding, Inc., a corporation organized and existing
under the laws of the state of Delaware (the "Company"), does hereby certify as
follows:
FIRST: That at a meeting of the board of directors of the Company,
resolutions were duly adopted setting forth the proposed amendment of the
Certificate of Incorporation of the Company, declaring the amendment to be
advisable and calling a meeting of the stockholders of the Company for
consideration thereof.
SECOND: By executing this Certificate of Amendment of the Certificate
of Incorporation, the president and secretary of the Company do hereby certify
that effective [ ], 2001, the foregoing amendment to the Certificate of
Incorporation of American Financial Holding, Inc. was authorized and approved
pursuant to Section 242 of the General Corporation Law of the state of Delaware
by the written consent of a majority of the issued and outstanding shares of the
Company's common stock. No other class of shares was entitled to vote thereon as
a class.
THIRD: That the Certificate of Incorporation of the Company is hereby
amended as follows:
A. Article IV is hereby amended by striking the existing article in its
entirety and inserting in lieu thereof the following:
Article IV
Capitalization
The Company shall have authority to issue an aggregate of
55,000,000 shares, of which 5,000,000 shares shall be preferred stock,
$0.001 par value (hereinafter the "Preferred Stock"), and 50,000,000
shares shall be common stock, par value $0.001 (hereinafter the "Common
Stock"). The powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of the shares of stock of each
class and series which the Company shall be authorized to issue, are as
follows:
(a) Preferred Stock. Shares of Preferred Stock may be
issued from time to time in one or more series as may from
time to time be determined by the board of directors. Each
series shall be distinctly designated. All shares of any one
series of the Preferred Stock shall be alike in every
particular, except that there may be different dates from
which dividends thereon, if any, shall be cumulative, if made
cumulative. The powers, preferences, participating, optional
and other rights of each such series and qualifications,
limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.
Except as hereinafter provided, the board of directors of this
Company is hereby expressly granted authority to fix by
resolution or resolutions adopted prior to the issuance of any
shares of each particular series of Preferred Stock, the
designation, powers, preferences and relative participating,
optional and other rights and the qualifications, limitations
and restrictions thereof, if any, of such series, including,
without limiting the generality of the foregoing, the
following:
(i) the distinctive designation of and the
number of shares of Preferred Stock that shall
constitute each series, which number may be increased
(except as otherwise fixed by the board of directors)
or decreased (but not below the number of shares
thereof outstanding) from time to time by action of
the board of directors;
A-1
(ii) the rate and times at which, and the
terms and conditions on which, dividends, if any, on
the shares of the series shall be paid; the extent of
preferences or relation, if any, of such dividends to
the dividends payable on any other class or classes
of stock of this Company or on any series of
Preferred Stock; and whether such dividends shall be
cumulative or noncumulative;
(iii) the right, if any, of the holders of
the shares of the same series to convert the same
into, or exchange the same for, any other class or
classes of stock of this Company and the terms and
conditions of such conversion or exchange;
(iv) whether shares of the series shall be
subject to redemption and the redemption price or
prices, including, without limitation, a redemption
price or prices payable in shares of any other class
or classes of stock of the Company, cash or other
property and the time or times at which, and the
terms and conditions on which, shares of the series
may be redeemed;
(v) the rights, if any, of the holders of
shares of the series on voluntary or involuntary
liquidation, merger, consolidation, distribution or
sale of assets, dissolution or winding up of this
Company;
(vi) the terms of the sinking fund or
redemption or purchase account, if any, to be
provided for shares of the series; and
(vii) the voting powers, if any, of the
holders of shares of the series which may, without
limiting the generality of the foregoing, include (1)
the right to more or less than one vote per share on
any or all matters voted on by the stockholders, and
(2) the right to vote as a series by itself or
together with other series of Preferred Stock or
together with all series of Preferred Stock as a
class, on such matters, under such circumstances, and
on such conditions as the board of directors may fix,
including, without limitation, the right, voting as a
series by itself or together with other series of
Preferred Stock or together with all series of
Preferred Stock as a class, to elect one or more
directors of this Company in the event there shall
have been a default in the payment of dividends on
any one or more series of Preferred Stock or under
such other circumstances and upon such conditions as
the board of directors may determine.
(b) Common Stock. The Common Stock shall have the
following powers, preferences, rights, qualifications,
limitations and restrictions:
(i) After the requirements with respect to
preferential dividends of Preferred Stock, if any,
shall have been met and after this Company shall
comply with all the requirements, if any, with
respect to the setting aside of funds as sinking
funds or redemption or purchase accounts, and subject
further to any other conditions that may be required
by the Delaware General Corporation Law, then, but
not otherwise, the holders of Common Stock shall be
entitled to receive such dividends, if any, as may be
declared from time to time by the board of directors
without distinction to series;
(ii) After distribution in full of any
preferential amount to be distributed to the holders
of Preferred Stock, if any, in the event of a
voluntary or involuntary liquidation, distribution or
sale of assets, dissolution or winding up of this
Company, the holders of the Common Stock shall be
entitled to receive all of the remaining assets of
the Company, tangible and intangible, of whatever
kind available for distribution to stockholders,
ratably in proportion to the number of shares of
Common Stock held by each without distinction as to
series; and
(iii) Except as may otherwise be required by
law or this Certificate of Incorporation, in all
matters as to which the vote or consent of
stockholders of the
A-2
Company shall be required or be taken, including, any
vote to amend this Certificate of Incorporation, to
increase or decrease the par value of any class of
stock, effect a stock split or combination of shares,
or alter or change the powers, preferences or special
rights of any class or series of stock, the holders
of the Common Stock shall have one vote per share of
Common Stock on all such matters and shall not have
the right to cumulate their votes for any purpose.
(c) Other Provisions:
(i) The board of directors of the Company
shall have authority to authorize the issuance, from
time to time without any vote or other action by the
stockholders, of any or all shares of the Company of
any class at any time authorized, and any securities
convertible into or exchangeable for such shares, in
each case to such persons and for such consideration
and on such terms as the board of directors from time
to time in its discretion lawfully may determine;
provided, however, that the consideration for the
issuance of shares of stock of the Company having par
value shall not be less than such par value. Shares
so issued, for which the full consideration
determined by the board of directors has been paid to
the Company, shall be fully paid stock, and the
holders of such stock shall not be liable for any
further call or assessment thereon.
(ii) Unless otherwise provided in the
resolution of the board of directors providing for
the issue of any series of Preferred Stock, no holder
of shares of any class of the Company or of any
security of obligation convertible into, or of any
warrant, option or right to purchase, subscribe for
or otherwise acquire, shares of any class of the
Company, whether now or hereafter authorized, shall,
as such holder, have any preemptive right whatsoever
to purchase, subscribe for or otherwise acquire
shares of any class of the Company, whether now or
hereafter authorized.
(iii) Anything herein contained to the
contrary notwithstanding, any and all right, title,
interest and claim in and to any dividends declared
or other distributions made by the Company, whether
in cash, stock or otherwise, that are unclaimed by
the stockholder entitled thereto for a period of six
years after the close of business on the payment
date, shall be and be deemed to be extinguished and
abandoned; and such unclaimed dividends or other
distributions in the possession of the Company, its
transfer agents or other agents or depositories shall
at such time become the absolute property of the
Company, free and clear of any and all claims of any
person whatsoever.
B. The shares of Common Stock of the Company issued and outstanding as
of the Effective Date shall be reverse-split or consolidated, without any change
in the authorized number of shares of Common Stock or the par value thereof, to
become effective on the date this Certificate of Amendment is duly filed in the
office of the Secretary of State of the State of Delaware (the "Effective Date")
as follows:
(a) Each 21.4 shares of Common Stock issued and outstanding
immediately prior to the Effective Date shall be converted into the
right to receive one share of post-reverse-split common stock ("New
Common Stock").
(b) No fractional shares of New Common Stock shall be issued
in connection with the foregoing, and in lieu thereof, the Company
shall issue scrip in registered form, not represented by a certificate,
that shall entitle the holder to receive a full share upon the
surrender of such scrip evidencing a whole share. Upon the surrender of
scrip evidencing a whole share, the Company shall issue to the holder
thereof a certificate evidencing such whole share. Holders of scrip
shall not be entitled to exercise voting rights, to receive dividends
thereon, or to participate in any of the assets of the Company in the
event of liquidation. Such scrip shall be void if not exchanged for
certificates representing full shares of uncertificated full shares
before 12:00 midnight on the 120th day following the Effective Date.
(c) As soon as reasonably practicable after the Effective
Date, the Company shall cause its registrar and transfer agent, acting
as exchange agent (the "Exchange Agent"), to mail to each holder of
record of shares of
A-3
Common Stock immediately prior to the Effective Date (the
"Pre-Reverse-Split Common Stock"), a letter of transmittal (which shall
specify that delivery shall be effected, and risk of loss and title to
the Pre-Reverse-Split Common Stocks shall pass, only upon delivery of a
certificate representing such Pre-Reverse-Split Common Stock to the
Exchange Agent, which shall be in such form and have such other
provisions as the Company may reasonably specify, and which shall
specify the fee payable in order to effectuate such exchange) and
instructions for use in effecting the surrender of certificates
representing Pre-Reverse-Split Common Stock in exchange for
certificates representing shares of New Common Stock issuable pursuant
hereto. Upon surrender of a certificate representing Pre-Reverse-Split
Common Stock for cancellation to the Exchange Agent, together with such
duly executed letter of transmittal and the payment of the prescribed
fee, the holder of such certificate representing Pre-Reverse-Split
Common Stock shall be entitled to receive in exchange therefor a
certificate representing that number of whole shares of New Common
Stock that such holder has the right to receive in exchange for the
Pre-Reverse-Split Common Stock surrendered pursuant to the provisions
hereof (after taking into account all Pre-Reverse-Split Common Stock
then held by such holder), and the Pre-Reverse-Split Common Stock so
surrendered shall forthwith be canceled. In the event of a transfer of
ownership of Pre-Reverse-Split Common Stock that is not registered in
the transfer records of the Company, a certificate representing the
proper number of shares of New Common Stock may be issued to a
transferee if the certificate representing such Pre-Reverse-Split
Common Stock is presented to the Exchange Agent, accompanied by all
documents required to evidence and effect such transfer and by evidence
that any applicable stock transfer taxes and other transfer fees have
been paid. Holders of certificates representing Pre-Reverse-Split
Common Stock shall not be required to convert their certificates into
certificates representing New Common Stock. Until surrendered as
contemplated hereby, each certificate representing Pre-Reverse-Split
Common Stock shall be deemed at any time after the Effective Date to
represent only the New Common Stock into which such certificate
representing Pre-Reverse-Split Common Stock is convertible as provided
herein and the right to receive, upon such surrender prior to the
expiration date of scrip as provided above, scrip in lieu of any
fractional shares of New Common Stock as provided above.
(d) After the Effective Date, there shall be no further
registration of transfers of certificates representing
Pre-Reverse-Split Common Stock. If, after the Effective Date,
certificates representing shares of Pre-Reverse-Split Common Stock are
presented to the Company or the Exchange Agent for registration of
transfer, such certificates shall be canceled and exchanged for
certificates representing New Common Stock and scrip in accordance with
the procedures set forth herein.
DATED this ___ day of __________________, 2001
ATTEST: AMERICAN FINANCIAL HOLDING, INC.
By:
---------------------------- --------------------------------
Raymond L. Punta, Secretary Kenton L. Stanger, President
A-4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number: 0-12666
AMERICAN FINANCIAL HOLDING, INC.
(Name of small business issuer in its charter)
Delaware 87-0458888
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
914 Rio Virgin Drive, St. George, Utah 84790
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (435) 674-1181
Telecopy: (435) 674-1183
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.01
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [ ]
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: None.
State the aggregate market value of the voting and nonvoting common
equity held by nonaffiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. The aggregate market
value of the voting and nonvoting common equity held by nonaffiliates computed
by reference to the average bid and asked price of such common equity, as of
March 7, 2001, was $442,735.
State the number of shares outstanding as of each of the issuer's
classes of common equity, as of the latest practicable date: As of March 7,
2001, issuer had outstanding 19,279,449 shares of its common stock, par value
$0.01. On a pro forma basis, after giving effect to a 21.4-to-one reverse stock
split, the issuer would have 900,909 outstanding common shares.
Documents Incorporated by Reference. If the following documents are incorporated
by reference, briefly describe them and identify the part of the Form 10-KSB
(e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any
annual report to security holders; (2) any proxy or information statement; and
(3) any prospectus filed pursuant to rule 424(b) or (c) under the Securities Act
of 1933. The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December
31, 1990): None.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
--------------------------------------------------------------------------------
PREFACE
--------------------------------------------------------------------------------
Special Note on Forward-Looking Statements
This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E
of the Securities Exchange Act of 1934 (the "Exchange Act"). When used in this
report, the words "believe," "may," "will," "should," "expect," "anticipate,"
"continue," "estimate," "project," "intend" and similar words and expressions
are generally intended to identify forward-looking statements. Statements that
describe the future strategic plans, goals or objectives of American Financial
Holding, Inc. are also forward-looking statements.
Readers of this report are cautioned that any forward-looking
statements, including those regarding American Financial Holding, Inc. or its
management's intent, belief or current expectations, are not guarantees of
future performance or results or events and involve risks and uncertainties,
such as the ability of American Financial Holding, Inc. to obtain funds to
enable it to pay ongoing general and administrative expenses, professional fees
for meeting regulatory requirements, representing American Financial Holding,
Inc. in pending and possible litigation and documenting business and creditor
agreements, and the ability of American Financial Holding, Inc. to retain
directors and officers to pursue its business notwithstanding its precarious
financial condition.
Additionally, actual results and events may differ materially from
those in the forward-looking statements as a result of various factors.
The forward-looking information is based on present circumstances and
on American Financial Holding, Inc.'s predictions respecting events that have
not occurred, which may not occur or which may occur with different consequences
from those now assumed or anticipated. Actual events or results may differ
materially from those discussed in the forward-looking statements as a result of
various factors, including the risk factors detailed in this report. The
forward-looking statements included in this report are made only as of the date
of this report. The cautionary statements made in this report are intended to be
applicable to all related forward-looking statements wherever they appear in
this report. American Financial Holding, Inc. assumes no obligation to update
such forward-looking statements or to update reasons that actual results could
differ materially from those anticipated in such forward-looking statements.
PART I
--------------------------------------------------------------------------------
ITEM 1. DESCRIPTION OF BUSINESS
--------------------------------------------------------------------------------
Current Status
American Financial Holding, Inc. ("AFH") currently has no active
operations or majority owned subsidiaries. Its assets consist of approximately
4.9 million shares of common stock of Tambora Financial Corporation ("Tambora")
that AFH intends to distribute to its stockholders and others, subject to
satisfying applicable regulatory requirements.
Subsequent to December 31, 2000, AFH sold for $300,000 a total of 15.0
million shares of common stock (700,935 shares on a pro forma basis giving
effect to the 21.4-to-one reverse stock split) for an aggregate of $150,000, and
$150,000 in principal amount of promissory notes, automatically convertible into
an aggregate of 49.2 million shares of common stock (2,299,065 shares on a pro
forma basis giving effect to the 21.4-to-one reverse split). The persons making
the $300,000 investment have agreed to execute a majority written consent
approving the proposed reverse stock split, the appointment of their designees
to the board of directors and the authorization of a class of preferred stock.
On the effectiveness of the reverse stock split and related matters, AFH will
issue 400,000 shares of post reverse-split common stock to a third party for
services. The securities sold by AFH and the consideration therefor are being
held pending AFH's completion of an information statement to be distributed to
AFH's stockholders relating to the matters to be approved by the majority
written consent of its stockholders and certain other conditions. After giving
effect to the foregoing, AFH will have an aggregate of 3.6 million shares of
post-split common stock issued and outstanding.
2
Proceeds from the sale of the above securities will be applied to
satisfy certain accrued obligations. Therefore, AFH will require additional
funds to meet future requirements, including any requirements for any new
activities.
Introduction and History
Until late 1997, the operations of AFH consisted primarily of marketing
annuity and life insurance products through its wholly-owned subsidiary, Income
Builders, Inc., while it continued to seek funding for acquiring and operating
an insurance company to reinsure and coinsure a portion of the products marketed
by Income Builders. In late 1997, AFH agreed to transfer all of the stock of
Income Builders, which markets life insurance and annuity products underwritten
by other insurance providers, to Tambora in exchange for $500,000 in cash and
approximately 4.9 million shares of Tambora common stock. The exchange was
completed on October 24, 2000. Since its inception in September 1997, Tambora
has been funded through the sale of common stock, including shares sold to
officers and directors of AFH. As of December 31, 2000, AFH owned approximately
30.9% of the issued and outstanding Tambora stock on a temporary basis.
Because of the common controlling stockholders of AFH and Tambora, the
transactions between them have not been and are not the result of arm's-length
negotiations and are subject to substantial conflicts of interest. See "Item 12.
Certain Relationships and Related Transactions."
Upon entering into the 1997 agreement to transfer Income Builders to
Tambora, the operations of Income Builders were considered discontinued as to
AFH. AFH plans to distribute its Tambora stock to the AFH stockholders and
others, therefore, since October 24, 2000, the investment in Tambora is
considered temporary and AFH has not recognized any of its share of the losses
from Tambora, has carried the investment in Tambora at cost of zero, and has not
recognized any participation in Income Builders' business. Tambora, through
Income Builders, acts as an independent field marketing organization for LifeUSA
Holding, Inc. ("LifeUSA"). Income Builders has been a leading national producer
for LifeUSA for combined annuity and life premium sales in recent years. Tambora
seeks to become a financial services holding company with broad-based marketing
of life insurance and annuities, including the products of other insurance
companies and ultimately its own products. The implementation of this plan will
require substantial amounts of additional capital.
In connection with AFH's acquisition of Income Builders as a wholly
owned subsidiary in 1989, AFH agreed to use its best efforts to seek additional
equity financing to fund the expansion of Income Builders. AFH now proposes to
implement this goal through the plan outlined below in which Tambora, of which
AFH currently and temporarily owns an approximately [30.9%] interest, will seek
funding to purchase an insurance company and AFH will distribute its Tambora
stock to the AFH stockholders and others.
When used in this report, AFH refers to AFH without its interest in
Tambora, unless the context requires otherwise, and Tambora refers to Tambora
and its wholly owned subsidiaries, Income Builders and Tambora Marketing, Inc.
AFH's Ability To Continue as a Going Concern--Shortage of Working Capital and
Continuing Losses
As of December 31, 2000, AFH had a working capital deficit of $845,453,
no credit lines and insufficient revenue to meet its operating requirements. For
the years ended December 31, 2000 and 1999, AFH suffered net losses from
continuing operations of $66,198 and $331,996, respectively, and as of December
31, 2000, had an accumulated deficit of $8,963,069. At December 31, 2000, AFH
had a stockholders' deficit of $845,453. Since December 31, 2000, AFH has
incurred continuing losses and increases in accumulated deficit. AFH expects
that it will continue to incur operating losses and that its accumulated deficit
will increase.
AFH depended solely upon cash provided from the sale of Income Builders
and loans from Tambora for funding during the preceding two fiscal years.
Tambora, in turn, relied on funds from loans from stockholders and the sale of
restricted common stock. AFH does not expect that Tambora will advance
additional funds to AFH. Since December 31, 2000, AFH has received $300,000 from
the sale of securities, but all of such funds are committed to pay accrued past
due liabilities. The foregoing raises substantial concerns respecting the
ability of AFH to continue as a going concern in the absence of its ability to
borrow capital from Tambora.
The consolidated financial statements do not include any adjustments
relating to recoverability and classification of asset carrying amounts or the
amount and classification of liabilities if AFH were unable to continue as a
going concern. (See "Financial Statements: Note 1" and "Item 6: Management's
Discussion and Analysis or Plan of Operation.")
3
Restructuring Plan
Overview
As noted above, in 1997, AFH agreed to sell its Income Builders
marketing subsidiary to Tambora for $500,000 and the issuance of approximately
4.9 million shares of Tambora common stock. Such cash consideration has been
paid and stock issued. AFH now proposes to complete this restructuring by
distributing approximately 4.3 million shares of the Tambora stock received by
AFH to its stockholders, except for stockholders holding 15,000,000 common
shares issued on January 22, 2001, on an approximately one-to-one basis
(one-to-21.4 pro forma post-split basis) and transferring the additional
approximately 600,000 Tambora shares to two other groups.
There are substantial regulatory requirements that must be met before
AFH can distribute the Tambora shares to AFH stockholders. AFH can provide no
assurance that it can meet those regulatory requirements in a timely manner, if
at all. Further, it is likely that AFH will incur substantial time and expense
in its efforts to meet those regulatory requirements and distribute the Tambora
shares to AFH stockholders.
The restructuring plan was and is not the result of arm's-length
negotiations and was subject to substantial conflicts of interest because of
AFH's and Tambora's common controlling stockholders, directors and executive
officers.
See "Item 12. Certain Relationships and Related Transactions."
Following the distribution of the Tambora stock to AFH's stockholders,
AFH's current stockholders, except for stockholders holding 15,000,000 shares
issued on January 22, 2001, would have, in addition to their stock in AFH,
shares of Tambora. Also, AFH then would have no operations or material assets
and may be unable to continue. With the issuance on January 22, 2001, of
15,000,000 shares of AFH common stock, a change in control of AFH occurred. In
addition to this change in control, AFH may seek to acquire other operations and
assets, if available, in consideration of the issuance of a controlling block of
common stock to the owners of assets or businesses that wish to become publicly
held in a so-called "reverse acquisition."
Background
In view of the continuing inability to obtain the funding required to
launch its coinsurance and reinsurance strategy within AFH, its management
determined to form and fund initially a new entity separate from AFH in order to
implement the restructuring plan described above. Tambora was incorporated as a
Utah corporation in September 1997 by Kenton L. Stanger and funded initially by
Messrs. Stanger, Raymond Punta, Tim Hansen, Ray Brown and Chelton Feeny, all of
whom are directors of AFH. Tambora also received funding from the sale of common
stock to others. Funds received by Tambora from the foregoing sources were used
to pay Tambora's general and administrative expenses, purchase Income Builders,
and advance cash to AFH.
The founders saw the organization of Tambora as a possible mechanism to
begin to develop a base that could fund the purchase and capitalization of an
insurance company and acquire Income Builders from AFH for cash that could be
used for AFH's requirements and stock that could be distributed to AFH's
stockholders. AFH and Tambora agreed to the terms of a sale of Income Builders
to Tambora for $500,000, plus approximately 4.9 million shares of common stock,
subject to certain adjustments, so that the Tambora stock could be distributed
to the holders of AFH's outstanding stock, except for stockholders holding
15,000,000 shares issued on January 22, 2001, on a one-for-one basis, prior to
giving effect to the 21.4-to-one reverse split of the issued and outstanding AFH
common stock. The number of shares of Tambora common stock was increased to
include the number of additional shares necessary to satisfy AFH's obligation to
holders of Triad Financial Systems, Inc. preferred stock as well as 320,000
shares to permit AFH to satisfy its antidilution obligation to East Bay Trust.
As a result of the sale of Income Builders, AFH received $500,000 in cash to
meet ongoing general and administrative expenses, including payments to officers
and directors, and reduce accounts payable that were long past due. The 4.9
million shares of Tambora stock to be distributed to the AFH stockholders have
been placed in escrow for distribution as agreed on the satisfaction of
applicable regulatory requirements.
By completing this transaction and the proposed distribution of Tambora
stock to AFH's stockholders, AFH believes that its stockholders have an improved
opportunity to participate, through their direct ownership of Tambora stock
distributed to them, in the financial benefits resulting from consolidating an
insurance and annuity marketing subsidiary with a coinsurance and reinsurance
subsidiary. Tambora's financial statements do not reflect AFH's substantial
accumulated deficit and stockholders' deficit, so it would not be as hampered as
AFH in seeking required capital. AFH believes that the proposed
4
distribution of the Tambora stock to AFH's stockholders, upon meeting applicable
legal requirements and thereby making Tambora's stock eligible for public
trading, would also improve Tambora's access to the capital markets.
AFH believes that Tambora is better positioned than AFH to obtain
funding to purchase and capitalize an insurance company subsidiary that could
coinsure or reinsure a portion of the insurance and annuity products sold by
Tambora and its subsidiaries. Tambora is currently seeking to identify an
insurance company that may be available for purchase and to arrange for
approximately $12.0 to $15.0 million in private equity that it believes will be
required. Tambora currently has not identified any specific acquisition target.
As of December 31, 2000, Tambora had approximately 15.1 million shares
of common stock issued and outstanding, of which approximately 4,899,533 shares
are held by AFH for distribution to its stockholders and creditors on the
satisfaction of applicable legal requirements.
With the sale of Income Builders to Tambora and the abandonment of
office equipment, furniture and fixtures, AFH's sole remaining asset is its
stock ownership interest in Tambora, which AFH intends to distribute to its
stockholders. Accordingly, AFH is including the following description of
Tambora's operations in order to fully disclose the status of AFH.
Tambora's Business
Product Lines
Tambora, through Income Builders, markets life insurance and annuity
products underwritten by unrelated insurance companies. LifeUSA, however,
presently underwrites most annuity products marketed by Tambora. LifeUSA
currently underwrites life insurance and annuity products. Tambora primarily
markets the LifeUSA Accumulator Series of annuities, the Indexed Annuity series
and Universal Annuity Life products.
Marketing
Tambora, through Income Builders, sells life insurance and annuity
products underwritten by other insurance providers exclusively through agents
under an independent contractor relationship. These individuals may be agents of
other life insurance companies or independent insurance brokers. The contract
with Income Builders can be terminated by either party on specified notice.
Income Builders does not intend to have career agents who sell life insurance
exclusively for it. Relying upon independent agents allows Income Builders to
expand its sales force without significant expense, but it does require that
Income Builders obtain the right to market competitive products, as the
independent agents customarily handle product lines of several different
insurance companies. Income Builders recruits and trains the independent agents
in its specific marketing approach to selling life insurance and annuities.
As of December 2000, Income Builders had contracted over 5,500
independent contractor-agents, of which approximately 1,800 to 2,000 have
repetitive annual business, with 1999 and 2000 annual premium production of
approximately $31 million and $33 million, respectively.
It is customary for insurance companies that market products through
independent agents to advance to certain agents, at the time the policy is
issued, a substantial portion of the first year commission payable to the agent,
even if the policyholder pays the first year insurance premium in monthly
installments. Annualization of the first year commissions and, in effect,
prepayment of such commissions provides the agent with funds to meet current
operating needs. The insurance providers that underwrite the products marketed
by Income Builders typically advance up to an aggregate of 50% to 75% of the
agent's first year commissions on submission of an insurance application and/or
issuance of the policy. The commission advances are credited against the agent's
account as policy premiums are received by the underwriter, and the agent earns
the related commission. If an application for insurance is rejected or the
policyholder discontinues the policy prior to the thirteenth month, an
appropriate amount is charged back against the agent's account. As a
consequence, Income Builders assumes certain credit risks because the selling
agent could cease further sales of products marketed by Income Builders or
policies could lapse before earned premiums are sufficient to pay the agent's
indebtedness. Income Builders is required to repay commission advances only if
the agent cannot. Historically, Income Builders has not been required to
reimburse any material amount of unearned commissions.
5
Regulation
Marketing life insurance and annuity products is subject to regulation
and supervision by the states in which business is transacted. The laws of the
various states establish supervisory agencies with broad administrative and
supervisory powers related to granting and revoking licenses to transact
business, regulating trade practices, licensing agents, approving policy forms,
filing premium rates on certain business, setting reserve requirements,
determining the form and content of required financial statements, determining
the reasonableness and adequacy of capital and surplus and prescribing the
maximum concentration of certain classes of investment held by insurance
companies.
Most states have also enacted legislation that regulates insurance
holding company systems, including acquisitions, extraordinary and
intercorporate dividends, the terms of surplus debentures, the terms of
affiliated transactions and other related matters. Recently, increased scrutiny
has been placed on the insurance regulatory framework, and a number of state
legislatures have considered or enacted legislative proposals that alter, and in
many cases increase, state authority to regulate insurance companies and holding
company systems. Insurance departments in the various states require insurance
companies to make annual and quarterly filings. These statutory filings require
classifications of investments and the establishment of mandatory reserves.
Competition
The insurance industry is highly competitive. Tambora is subject to
intense competition in its current operations and is expected to have similar
competition in the areas of its future planned expansion. There are many
insurance companies offering a variety of insurance products, and in order to
obtain competitive product lines, Tambora must continue to perform at a high
level. Tambora is dependent on its ability to attract and retain productive,
independent agents to sell its products. Tambora pays customary and competitive
commissions, but competition among insurance companies is intense for
independent agents with demonstrated ability. There can be no assurance that
Tambora will be able to continue to attract and retain productive, independent
agents.
Personnel
During 2000, AFH had no employees. AFH currently has no employees.
During 2000, Tambora had two part-time employees, both of whom are executive
officers and directors. Currently, Tambora has three full-time employees, all of
whom are officers and directors. Income Builders has two full-time employees,
both of whom are officers and directors of Income Builders. In addition to its
employees, Income Builders contracts with regional independent agencies and
insurance salesmen on an independent contractor basis as discussed above.
--------------------------------------------------------------------------------
ITEM 2. DESCRIPTION OF PROPERTY
--------------------------------------------------------------------------------
During 2000, AFH's principal executive offices at 914 Rio Virgin Drive,
St. George, Utah 84790, and additional offices at 2076 Ridgewood Way, Bountiful,
Utah 84010, were provided without cost to AFH by Kenton L. Stanger and Raymond
L. Punta, respectively, executive officers and directors. Since January 1, 2000,
Tambora has rented the same offices from such persons at $2,000 per month
Tambora also rents office and clerical facilities from an unrelated
party at 7272 Wisconsin Avenue, Suite 300, Bethesda, Maryland 20814, for
approximately $2,000 per month.
--------------------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS
--------------------------------------------------------------------------------
AFH is not a party to any material legal proceedings except as noted
below, and no such proceedings have been threatened by or, to the best of its
knowledge, against it.
6
On October 9, 1996, AFH was advised by the Enforcement Division of the
Securities and Exchange Commission (the "SEC") that it was considering
recommending that the SEC bring an enforcement action, which could include a
civil penalty, against AFH in the U.S. District Court for failing to file timely
periodic reports in violation of Section 13(a) of the Exchange Act and the rules
promulgated thereunder.
In October 1996, AFH also received a request for the voluntary
production of information to the Enforcement Division of the SEC related to the
resignation of Coopers & Lybrand LLP, the termination of Arthur Andersen LLP,
the appointment of Jones, Jensen & Company as AFH's independent public
accountants and the reasons therefore. In addition, AFH was requested to provide
certain information respecting its previous sales of securities. AFH cooperated
in providing information in response to these inquiries in early 1997. AFH has
not been advised of the outcome of the foregoing.
On December 20, 1999, Robert M. Bridge filed suit against AFH in the
Third District Court in Salt Lake County, Utah, styled Bridge v. American
Financial Holding, Inc., Triad Financial Systems, Inc., Raymond L. Punta and
Kenton L. Stanger (Civil No. 990912544). Mr. Bridge's complaint alleges that he
is entitled to the return of a $100,000 investment made in 1993, in which he
purchased AFH's stock in anticipation of the acquisition of an insurance
company, plus interest, costs and attorney's fees. The complaint alleges claims
for breach of contract, fraud and misrepresentation, and claims for a
"guarantee" against Messrs. Punta and Stanger. AFH has answered the complaint,
denying its material allegations and raising several affirmative defenses,
including the applicable statutes of limitation. AFH intends to vigorously
defend this matter, asserting, among other defenses, that at times the plaintiff
could have sold his stock at a multiple of his purchase price. Discovery is
continuing.
--------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------
AFH did not hold a meeting of its stockholders during the year ending
December 31, 2000, nor were any matters submitted to a vote of AFH's
stockholders.
PART II
--------------------------------------------------------------------------------
ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------------
There has been little established, consistent trading market for AFH's
common stock during significant portions of the preceding two years.
The common stock of AFH was listed on the Electronic Bulletin Board of
the National Association of Securities Dealers, Inc. system ("EBB") until August
3, 1999, and has been quoted on the Pink Sheets under the symbol "ANFH"
thereafter. Quotations have been published only intermittently. The trading
volume of the common stock of AFH is limited, creating significant changes in
the trading price of the common stock as a result of relatively minor changes in
the supply and demand. Consequently, the price of the common stock in the
trading market fluctuates dramatically over short periods as a result of factors
unrelated to the business activities of AFH.
The following table sets forth the high and low closing bid quotations
for AFH's common stock as reported on the EBB or the Pink Sheets, as the case
may be, for the periods indicated, based on interdealer bid quotations, without
markup, markdown, commissions or adjustments (which may not reflect actual
transactions):
High Low
------------------ -----------------
2000
----
First quarter $0.51 $0.06
Second quarter 0.70 0.15
Third quarter 0.46 0.12
Fourth quarter 0.42 0.12
7
1999
----
First quarter 0.45 0.32
Second quarter 0.70 0.10
Third quarter 0.10 0.01
Fourth quarter 0.22 0.01
Because of the lack of specific transaction information and AFH's
belief that quotations are particularly sensitive to actual or anticipated
volume of supply and demand, AFH does not believe that quotations are reliable
indicators of a viable trading market for AFH's common stock. In this limited
market, brokers typically publish no fixed quotations to purchase a minimum
number of shares at a published price, but express a willingness to buy or sell
the stock and from time to time complete transactions in the securities at
negotiated prices. As of December 31, 2000, AFH's common stock was quoted,
subject to the foregoing limitations and qualifications, at $0.14 bid, $0.40
asked. The foregoing quotation does not reflect dealer mark-ups, markdowns,
brokerage commissions or other charges and does not reflect actual transactions.
As of March 2001, there were 19,279,449 shares of common stock issued
and outstanding (900,909 shares on a pro forma basis after giving effect to the
21.4-to-one reverse split) held by approximately 660 stockholders.
AFH has not paid dividends on its common stock and does not anticipate
that it will pay dividends in the foreseeable future.
The SEC has promulgated rules governing over-the-counter trading in
penny stocks, defined generally as securities trading below $5 per share that
are not quoted on a securities exchange or Nasdaq or that do not meet other
substantive criteria. Under these rules, our common stock is currently
classified as a penny stock. As a penny stock, our common stock is currently
subject to rules promulgated by the SEC that impose additional sales practice
requirements on broker-dealers that sell such securities to persons other than
established customers and institutional accredited investors. For transactions
covered by the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchaser's written consent to
the transaction prior to sale. Further, if the price of the stock is below $5
per share and the issuer does not have $2,000,000 or more net tangible assets or
is not listed on a registered national securities exchange or Nasdaq, sales of
such stock in the secondary trading market are subject to certain additional
rules promulgated by the SEC. These rules generally require, among other things,
that brokers engaged in secondary trading of penny stocks provide customers with
written disclosure documents, monthly statements of the market value of penny
stocks, disclosure of the bid and asked prices and disclosure of the
compensation to the broker-dealer and the salesperson working for the
broker-dealer in connection with the transaction. These rules and regulations
may affect the ability of broker-dealers to sell our common stock, thereby
effectively limiting the liquidity of our common stock. These rules may also
adversely affect the ability of persons who acquire our common stock to resell
their securities in any trading market that may exist at the time of such
intended sale.
--------------------------------------------------------------------------------
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
--------------------------------------------------------------------------------
AFH's Ability To Continue as a Going Concern--Shortage of Working Capital and
Continuing Losses
As of December 31, 2000, AFH had a working capital deficit of $845,453,
no credit lines and insufficient revenue to meet its operating requirements. For
the years ended December 31, 2000 and 1999, AFH suffered net losses from
continuing operations of $66,198 and $331,996, respectively, and as of December
31, 2000, had an accumulated deficit of $8,963,069. At December 31, 2000, AFH
had a stockholders' deficit of $845,453. Since December 31, 2000, AFH has
incurred continuing losses and increases in accumulated deficit. AFH expects
that it will continue to incur operating losses and that its accumulated deficit
will increase.
AFH depended solely upon cash provided from the sale of Income Builders
and loans from Tambora for funding during the preceding two fiscal years.
Tambora, in turn, relied on funds from loans from stockholders and the sale of
restricted common stock. AFH does not expect that Tambora will advance
additional funds to AFH. .Since December 31, 2000, AFH has received $300,000
from the sale of securities, but all of such funds are committed to pay accrued
past due liabilities. The foregoing raises substantial concerns respecting the
ability of AFH to continue as a going concern in the absence of its ability to
borrow capital from Tambora.
8
The consolidated financial statements do not include any adjustments
relating to recoverability and classification of asset carrying amounts or the
amount and classification of liabilities if AFH were unable to continue as a
going concern. (See "Financial Statements: Note 1.")
Liquidity and Capital
AFH's cash requirements for 2000 and 1999 were provided by $17,291 and
$271,235, respectively, in loans from Tambora and AFH officers. For the year
ended December 31, 2000, AFH experienced negative cash flow from operating
activities of $17,534, compared with negative cash flow from operating
activities of $270,866 in 1999.
With the sale of Income Builders to Tambora and the related termination
of AFH's principal activities, AFH's capital requirements have been reduced to
those required to pay past due liabilities and general and administrative fees
associated with maintaining its corporate good standing, completing periodic
reports filed with regulatory authorities under federal securities laws and
furnished to stockholders, defending pending litigation and responding to any
resulting settlement or award and seeking, reviewing, documenting and completing
a possible transaction with another company in order to reactivate AFH.
As noted above, since December 31, 2000, AFH has received $300,000 from
the sale of securities, but all of such funds are committed to pay accrued past
due liabilities.
In addition to funds required to satisfy past due accounts payable, AFH
will require at least $50,000 to $100,000 during the next twelve months to
complete required accounting and auditing work, complete reports to regulatory
authorities and stockholders, defend pending litigation and related matters to
maintain its corporate good standing. Additional amounts would be required if
the pending litigation results in an award or settlement in favor of the
plaintiff. AFH has no funds with which to pay these amounts, but will depend
primarily on the sale of additional securities for such funding. AFH has
received no commitment for any such required funding from its principal
stockholders or any other person or group. AFH cannot assure it will be able to
obtain required funding or that it will be able to continue. AFH does not
believe that its principal, nonliquid asset, its stock in Tambora to be
distributed to AFH stockholders and others, is readily convertible to cash to
satisfy claims of creditors.
Results of Discontinued Operations
On September 23, 1997, AFH entered into an agreement with Tambora
Financial Corporation, a corporation under common control with it, to transfer
Income Builders to Tambora in exchange for $500,000 and 4,899,533 shares of
Tambora common stock. From 1997 through October 24, 2000, Tambora and one of its
officer's paid or advanced $694,671 to or in behalf of AFH. On October 24, 2000,
AFH transferred all issued and outstanding shares of Income Builders, Inc. to
Tambora in exchange for a $500,000 reduction in the payable to Tambora and in
exchange for 4,899,533 shares of Tambora common stock. Due to the transfer being
with an entity under common control, the net liabilities of Income Builders on
October 24, 2000, of $143,496, plus the $500,000 reduction in the payable to
Tambora, were accounted for as capital contributions to AFH.
The operations of Income Builders were recognized as discontinued
operations through the date of the transfer to Tambora. Income Builders'
commission revenue for 2000 through October 24, 2000, decreased $476,364, or
15.8%, to $2,545,060 from $3,021,424 during the year ended December 31, 1999.
The 2000 decrease is due to a reduction in business sold, a different product
mix between 2000 and 1999, and the shortened reporting period for 2000.
Commission expense decreased $439,661, or 17.4%, to $2,095,951 in 2000, as
compared to $2,535,612 in 1999. This fluctuation reflects the effects of the
decrease in commission revenue and ordinary variations in the commission
schedule of various products, the age and other demographics of policy
purchasers, the size of individual annuity and insurance policies sold, the
commission schedules of the individual insurance agents selling particular
policies and similar factors, which will likely continue to fluctuate in the
future.
Gross profit of $449,109 in 2000, or 17.6% of commission revenue, is a
decrease from the $485,812 in gross profit in 1999, equivalent to 16.1% of
commission revenue. This decrease in gross profit in 2000 is due to the
foregoing factors and may not be indicative of the gross profit that may be
expected in future periods.
General and administrative expenses decreased $483,761, or 53.5%, to
$419,703 in 2000, as compared to $903,464 a year earlier. Total other income
(expense) decreased $616,787, or 105.6%, in 2000 to $(32,932), as compared to
$583,855 in 1999. Total other income during 1999 resulted primarily from gains
on sales of investment in securities, which gains did not continue during 2000.
9
As a result of the foregoing, Income Builders' income decreased from
income of $166,203 in 1999 to a loss of $3,526 in 2000. In addition to the
$3,526 loss from Income Builders, AFH recognized losses in 2000 of $12,552
relating to Income Builders' minimum pension liability adjustment and $1,656
relating to Income Builders' unrealized losses on investment in securities.
Accordingly, the loss from discontinued operations totaled $17,734 during 2000.
--------------------------------------------------------------------------------
ITEM 7. FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The financial statements of AFH, including the required independent
auditors' report, are included following a table of contents beginning
immediately following the signature page to this report.
--------------------------------------------------------------------------------
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------------------------------------------------
As previously reported in AFH's annual report on Form 10-KSB for the
year ended December 31, 1999, on April 27, 2000, the board of directors of AFH
approved the engagement of Robison Hill & Company ("Robison Hill"), Salt Lake
City, Utah, as independent accountants and auditors to report on AFH's financial
statements for the years ended December 31, 1999 and 1998, to succeed Jones
Jensen & Co., Salt Lake City, Utah, as AFH's principal accountant.
No consultations occurred between AFH and Robison Hill during the two
fiscal years and any subsequent interim period prior to Robison Hill's
appointment regarding either (a) the application of accounting principles to a
specific completed or contemplated transaction, the type of audit opinion that
might be rendered on AFH's financial statements or other information provided
that was considered by AFH in reaching a decision as to an accounting, auditing
or financial reporting issue, or (b) any matter that was the subject of
disagreement or a reportable event requiring disclosure under Item 304(a)(1)(iv)
of Regulation S-B.
PART III
--------------------------------------------------------------------------------
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
--------------------------------------------------------------------------------
Current Directors and Executive Officers
The directors and executive officers of AFH are as follows:
Name Age Office
------------------ ------ ----------------------------------------------
Kenton L. Stanger 67 Chief Executive Officer, President, Director
Raymond L. Punta 51 Executive Vice President, Director
Chelton S. Feeny 77 Director
Ray P. Brown 56 Executive Vice President-Marketing, Director
Tim L. Hansen 51 Executive Vice President-Marketing, Director
Directors are elected at the annual stockholders' meeting of AFH to
serve for a period of one year and until their successors are elected and
qualified. Officers serve at the pleasure of the board of directors.
Kenton L. Stanger has served as Chairman of the Board, President and
Chief Executive Officer of AFH since 1988 and Chairman of the Board and Chief
Executive Officer of Tambora since 1997. From 1986 to 1988, he was President of
American Financial Marketing, Inc., which was acquired by AFH in 1988. From 1969
to 1986, Mr. Stanger was Chairman, President and
10
Chief Executive Officer of Balanced Security Corporation, a financial services
holding company that owned its own life insurance and annuity marketing company,
and an insurance-related audio/visual production company. During 1985, he also
served as a director for Service Life Insurance Company. From 1965 to 1969, he
was President and Chief Executive Officer of Sentinel's Southern Agency
Corporation. Mr. Stanger was the District Sales Manager for Country Mutual Life
and Farm Bureau Insurance Companies from 1958 to 1965. Mr. Stanger is the
father-in-law of Raymond L. Punta.
Raymond L. Punta has served as Executive Vice President and a director
of AFH from 1989 through the present and President and a director of Tambora
since 1997. From 1988 through 1989, Mr. Punta was a co-owner of American Safety
Products, an entity that marketed Halon fire extinguishers, door entry systems
and other commercial and residential safety products. Mr. Punta was a national
sales trainer for Novar Corporation, Barberton, Ohio, from 1984 to 1988. From
1973 to 1984, Mr. Punta served as a law enforcement officer with the San Joaquin
County Sheriff's Department and the Lodi Police Department, both in California.
Mr. Punta is the son-in-law of Mr. Stanger.
Chelton S. Feeny has served as a director of AFH from 1988 through the
present and a director of Tambora since 1997. Dr. Feeny was engaged in the
practice of medicine between 1959 and 1988 in Ogden, Utah. From 1989 until 1995,
he was employed by the Veterans Administration Regional Office in Anchorage,
Alaska. He retired in 1995 and currently serves as a member of the Finance
Committee of the Ogden Surgical Society.
Ray P. Brown has served as Executive Vice President-Marketing and a
director of AFH since 1989 and a director and Executive Vice President of
Tambora since 1997. In 1987, Mr. Brown, in conjunction with Mr. Hansen, formed
Income Builders, Inc., a field marketing organization to sell life insurance and
annuity products offered by LifeUSA. In 1989, Messrs. Brown and Hansen exchanged
their shares of Income Builders for shares of AFH, and Income Builders became a
wholly-owned subsidiary of AFH. Mr. Brown has been active in the insurance
industry since 1972.
Tim L. Hansen has served as Executive Vice President-Marketing and a
director of AFH since 1989 and a director and Executive Vice President of
Tambora since 1997. In 1987, Mr. Hansen, in conjunction with Mr. Brown, formed
Income Builders, Inc., a field marketing organization to sell life insurance and
annuity products offered by LifeUSA. In 1989, Messrs. Hansen and Brown exchanged
their shares of Income Builders for shares of AFH, and Income Builders became a
wholly-owned subsidiary of AFH. Mr. Hansen has been active in the insurance
industry since 1973.
Board Meetings and Committees
Members of the board of directors discussed various business matters
informally on numerous occasions throughout the year. No formal actions were
taken by vote in board meetings that occurred throughout the year or by
unanimous consent during 2000. Directors who are employees of AFH received no
compensation for services as directors.
The board of directors has no standing audit or compensation
committees.
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto
furnished to AFH during or respecting its last fiscal year ended December 31,
2000, and any written representation referred to in paragraph (b)(2)(i) of Item
405 of Regulation S-B, no person who, at any time during the most recent fiscal
year, was a director, officer, beneficial owner of more than 10% of any class of
equity securities of AFH or any other person known to be subject to Section 16
of the Exchange Act failed to file, on a timely basis, reports required by
Section 16(a) of the Exchange Act during the most recently-completed, full
fiscal year or prior fiscal year, except as noted in previous reports on Form
10-KSB.
--------------------------------------------------------------------------------
ITEM 10. EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
The following table sets forth, for each of the last three fiscal years
in the period ending December 31, 2000, cash compensation received from AFH by
any person serving as chief executive officer of AFH during the last preceding
fiscal year and any of the three remaining most highly-compensated, other
executive officers whose salary and bonus for all services in all capacities
exceeded $100,000 for the most recent fiscal year:
Summary Compensation Table
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------------ -----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities All
Annual Restricted Underlying Other
Compen- Stock Options/ LTIP Compen-
Name and sation Award(s) SARs Payouts sation
Principal Position Year Salary ($) Bonus ($) ($)(1) ($) (#)(2) ($) ($)(2)
------------------------------ ------------ ----------- ----------- ------------ ----------- ----------- ------------
Kenton L. Stanger 2000 -- -- $ 89,684 -- -- -- --
CEO, President, 1999 -- -- 82,675 -- -- -- $ 4,613
Director 1998 -- -- 67,398 -- -- -- 6,934
--------------------------
(1) Consists of interest accrued during the year on the unpaid balance of
amounts previously outstanding on personal loans to such officer. Such
amount is treated as compensation for purposes of this table, but is
considered an obligation payable by such persons. Effective December
31, 2000, all amounts payable by such officer to AFH were assigned to
East Bay Trust. See "Item. 12. Certain Relationships and Related
Transactions."
(2) Consists of personal use of automobile and related insurance and other
expense.
No options and SARs were granted or exercised during the last completed
fiscal year by any executive officer named in the Summary Compensation Table
above.
Employee Agreements and Benefits
During 2000, Kenton L. Stanger did not receive compensation from AFH,
but received compensation from Tambora that is not reflected in the above table.
AFH reimburses its directors for costs of attending meetings of the
board of directors but does not otherwise compensate its directors.
11
--------------------------------------------------------------------------------
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
--------------------------------------------------------------------------------
The table below sets forth information as to each person who owned of
record or was known by AFH to own beneficially more than 5% of the 19,279,449
shares (900,909 shares on a pro forma basis giving effect to a 21.4-to-one
reverse stock split) of issued and outstanding common stock of AFH as of
December 31, 2000, and information as to the ownership of AFH's common stock by
each of its directors and by its officers and directors as a group. Except as
otherwise indicated, all shares are owned directly, and the persons named in the
table have sole voting and investment power with respect to shares shown as
beneficially owned by them:
Nature of Number of
Beneficial Owners Ownership Shares Owned Percent
----------------------------------------------- ---------------- ------------------- ------------
Principal Stockholders:
-----------------------
Alvya Macaluso.............................. Direct 5,000,000 25.9%
1221 Danberry Indirect(1) 16,400,000 21.3
Houston, TX 77055 ----------
21,400,000 27.8
Laura Avignon............................... Direct 5,000,000 25.9
2500 Wilcrest, Suite 540 Indirect(1) 16,400,000 21.3
Houston, TX 77042 ----------
21,400,000 27.8
Lighthouse Capital Insurance Co............. Direct 5,000,000 25.9
c/o MeesPierson (Cayman) Ltd. Indirect(1) 16,400,000 21.3
P.O. Box 2003 GT ----------
Grand Pavillon Comm. Centre 21,400,000 27.8
Bougainvillea Way
802 West Bay Road
Grand Cayman, BVI
Directors:
----------
Kenton L. Stanger Indirect(2) 242,118 1.3
Tim L. Hansen......................... Direct 191,826 0.9
Indirect(3) 50,272 0.3
--------
Total 242,098 1.3
Ray P. Brown........................... Direct 174,824 0.9
Indirect(3) 67,002 0.3
--------
Total 241,826 1.3
Raymond L. Punta....................... Direct 125,000 0.6
Indirect(4) 59,994 0.3
--------
Total 184,994 1.0
Chelton S. Feeny....................... Direct 98,500 0.5
Indirect(5) 107,522 0.6
-------
Total 206,022 1.1
All Directors and Executive Officers, as a Direct 590,150 3.1
Group (5 Persons):....................... Indirect 526,908 2.7
------------
Total 16,117,058 5.8
--------------------
(1) Shares issuable on the automatic conversion of convertible debenture to
common stock on the effectiveness of the 21.4-to-one reverse stock split.
(2) Mr. Stanger is deemed to share voting and dispositive power over 175,000
shares owned by San Joaquin Trust, 25,000 shares owned by Debt Reduction
Trust and 42,118 shares owned by his wife. The 25,000 shares held by Debt
Reduction Trust have been pledged to secure AFH's loans made to certain
officers and directors. (See "Item 12. Certain Relationships and Related
Transactions.")
(3) Represents shares held by self-directed retirement account.
(4) Consists of 59,994 shares owned by Mr. Punta's wife.
(5) Represents shares held by his trust.
12
--------------------------------------------------------------------------------
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------
Certain Officer Loans
In January 2001, AFH assigned all of the amounts receivable with
aggregate principal and accrued interest of $1,586,777 from Kenton L. Stanger,
$1,354,227 from Raymond L. Punta, and $104,883 from others, for an aggregate of
$3,042,887, subject to $168,000 in offsets, to Debt Reduction Trust in
consideration of such trust's assumption of any and all liabilities for
withholding taxes or other payroll burdens due federal or state authorities
relating to the characterization of any of the amounts paid to the obligors as
compensation and such trust's agreement to indemnify AFH and hold it harmless
from and against any related loss. Debt Reduction Trust is an irrevocable trust
created by Kenton L. Stanger. The sole trustee of Debt Reduction Trust is
currently Chelton Feeny, a director, and the beneficiaries are Mr. Stanger's
wife or estate. Other than the obligations assigned to Debt Reduction Trust as
noted above, the trust's only assets are 25,000 shares of AFH common stock.
Tambora
Payments of Stock Subscriptions
During 2000, officers and directors of AFH paid an aggregate of $23,000
on previous subscriptions for the purchase of Tambora common stock at an average
price of $0.05 per share. Shares were issued as the subscriptions were paid.
Sale of Income Builders to Tambora
Following the organization of Tambora in September 1997, AFH agreed to
sell Income Builders to Tambora in consideration of $500,000 in cash and the
issuance to AFH of an aggregate of 4,899,533 shares of Tambora common stock as
follows:
(a) 4,279,449 shares to be distributed to AFH's stockholders
at the rate of one share of Tambora stock for each share of AFH stock
held;
(b) 320,000 shares to satisfy AFH's antidilution obligation to
East Bay Trust in connection with funding provided by it prior to
December 31, 1997; and
(c) 300,084 shares in order for AFH to offer shares in Tambora
to certain unaffiliated persons who had invested $300,084 in preferred
stock of Triad Financial Systems, Inc., a previous subsidiary of AFH.
Triad Financial Systems, Inc. was unsuccessful in obtaining the capital
required to implement its business plan and has been dissolved. Such
300,084 shares will be distributed to such former investors in Triad
Financial Systems, Inc. in satisfaction of their right to convert Triad
Financial Systems, Inc. preferred stock into AFH common stock.
Subject to satisfying applicable regulatory requirements, AFH intends
to distribute all of the shares of Tambora stock to the above groups in the
amounts indicated. AFH proposes to file a registration statement under the
Securities Act covering the foregoing transactions.
Sale of Common Stock
During 2000, Tambora received subscriptions for 615,648 shares for an
aggregate of $638,722, for an average price of $1.03. Tambora also issued shares
for services between inception and December 31, 2000. Tambora is currently
seeking additional private equity through the sale of common stock. Tambora
stock was issued to subscribers as their subscriptions were paid.
The following table shows the stock ownership of the officers and
directors of AFH in AFH and Tambora as of December 31, 2000, and the anticipated
ownership of the officers and directors of AFH in Tambora after giving effect to
the proposed distribution of Tambora stock to AFH stockholders. The table does
not include 15,000,000 common shares owned by Alvya Macaluso, Laura Avignon and
Lighthouse Capital Insurance Company, who, upon completion of the stock purchase
agreement, have the right to appoint themselves or their designees as officers
and directors of AFH.
13
Tambora
(after
AFH Tambora distribution)(1)
----------------------- ------------------------ ------------------------
Name Number Percentage Number Percentage Number Percentage
------------------------------------ ------------ ---------- ------------------------ ------------ -----------
Kenton L. Stanger................. 242,098 5.7% 1,100,000 7.3% 1,342,098 8.9%
Raymond L. Punta.................. 184,994 4.3 619,833 4.1 804,827 5.3
Tim L. Hansen..................... 242,098 5.7 845,000 5.6 1,087,098 7.2
Ray P. Brown...................... 241,826 5.7 845,000 5.6 1,086,826 7.2
Chelton S. Feeny.................. 206,022 4.8 1,253,938 8.3 1,459,960 9.7
------------ ---------- -------------- --------- ------------ -----------
Officers and Directors,
as a Group...................... 1,117,038 26.1% 4,663,771 30.9 5,780,809 38.3%
============ ========== ============== ========= ============ ===========
Total Outstanding............. 4,279,449 15,104,285 15,104,285
============ ============= ============
-------------------
(1) Includes shares to be distributed, subject to satisfying certain
regulatory requirements.
(2) Does not reflect the extent to which the "other stockholders" may own
stock of both AFH and Tambora.
Director Loan
AFH owes Kenton L. Stanger, an officer and director, $18,865 for a cash
loan to AFH during 1999.
Tambora Advances to AFH
In addition to Tambora's payment of $500,000 to AFH as partial
consideration of the purchase of Income Builders, as of December 31, 2000,
Tambora had outstanding advances of principal and accrued interest of $210,635
to AFH for payment of general and administrative expenses, including amounts
paid to executive officers and directors. Such amount is repayable by AFH to
Tambora under the terms of a promissory note bearing interest at 18% and due and
payable out of the first net proceeds received by AFH from the sale of common
stock, but in any event on or before December 31, 2002.
Income Builders Officers and Directors
Income Builders owed Tim L. Hansen and Ray P. Brown, officers of Income
Builders, $340,204 at December 31, 1999, payable on demand. Of the $340,204
payable, $240,194 bears an interest rate of 50% and $100,010 is a bonus payable.
Management of Income Builders intends to accrue interest on the $240,194 payable
at 50% and offset this accrued interest against the $1,074,219 stockholders'
receivable, until the receivable is reduced to $240,194, at which time this
payable will be used to offset the receivable from the officers of Income
Builders. These loans were included in the assets and liabilities of Income
Builders when it was sold to Tambora.
Sale of $300,000 in Securities
Subsequent to December 31, 2000, AFH sold for $300,000 a total of 15.0
million shares of common stock (700,935 shares of common stock giving effect to
the 21.4-to-one reverse stock split) for an aggregate of $150,000, and $150,000
in principal amount of promissory notes, automatically convertible into an
aggregate of 49.2 million shares of common stock (2,299,000 shares giving effect
to the 21.4-to-one reverse split). The persons making the $300,000 investment
have agreed to execute a majority written consent approving the proposed reverse
stock split, the appointment of their designees to the board of directors and
the authorization of a class of preferred stock. On the effectiveness of the
reverse stock split and related matters, AFH will issue 400,000 shares of post
reverse-split common stock to a third party for services. The securities sold by
AFH and the consideration therefor are being held pending AFH's completion of an
information statement to be distributed to AFH's stockholders relating to the
matters to be approved by the majority written consent of its stockholders and
certain other conditions. After giving effect to the foregoing, AFH will have an
aggregate of 3.6 million shares of common stock issued and outstanding.
Conflicts of Interest
AFH and Tambora have been and will continue to be subject to
significant conflicts of interest as a result of their common controlling
stockholders, executive officers and directors. Notwithstanding these conflicts
of interest, such persons, acting both for themselves and as executive officers,
directors and stockholders of AFH or Tambora, have determined:
o the terms of their compensation from AFH, including the amount
and manner of payment;
14
o whether or not AFH would pay amounts due officers and
directors notwithstanding the failure of such officers and
directors to pay amounts due AFH;
o the terms on which such persons purchased stock from Tambora
upon its organization;
o the terms on which Tambora sold stock to other investors; o
the terms on which AFH sold Income Builders to Tambora; and
o the terms on which AFH is required to repay loans to Tambora.
There can be no assurance that any conflict of interest will be
resolved in favor of AFH or its stockholders. AFH has not adopted any policies
respecting the resolution of conflicts of interest that may arise.
PART IV
--------------------------------------------------------------------------------
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------
(a) Exhibits:
The following exhibits are included as part of this report at the
location indicated:
SEC
Exhibit Reference
Number Number Title of Document Location
----------------- --------------- ------------------------------------------------------------------ -----------------
Item 2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession
----------------- --------------- ------------------------------------------------------------------ -----------------
2.01 2 Deal Memorandum dated as of September 25, 1997, relating to the Incorporated by
sale of Income Builders, Inc. to Tambora Financial Corporation Reference(4)
Item 3 Articles of Incorporation and Bylaws
----------------- --------------- ------------------------------------------------------------------ -----------------
3.01 3 Certificate of Incorporation Incorporated by
Reference(1)
3.02 3 Bylaws Incorporated by
Reference(1)
Item 10 Material Contracts
----------------- --------------- ------------------------------------------------------------------ -----------------
10.01 10 Agent Agreement between LifeUSA Insurance Company and Income Incorporated by
Builders, Inc.; also constitutes form of agreement used for each Reference(1)
independent agent
10.02 10 Form of Secured Promissory Note of certain directors of American Incorporated by
Financial Holding, Inc. and related schedule, dated as of Reference(3)
December 31, 1995*
10.03 10 Promissory Note in the amount of $177,380 effective as of Incorporated by
December 31, 1999, payable by American Financial Holding, Inc. Reference(4)
to Tambora Financial Corporation
10.04 10 Assignment Agreement effective as of December 31, 2000, relating Incorporated by
to the assignment of certain obligations by American Financial Reference(4)
Holding, Inc. to Debt Reduction Trust
10.05 10 Forms of indemnification agreements with directors, with related Incorporated by
schedule Reference(4)
10.06 10 Purchase Agreement between American Financial Holding, Inc. and This filing
Alvya Macaluso, Laura Avignon, and Lighthouse Capital Insurance
Co. dated January 22, 2001
Item 16 Letter on Change in Certifying Accountant
----------------- --------------- ------------------------------------------------------------------ -----------------
16.01 16 Letter from Jones, Jensen & Co., L.L.C. dated May 15, 2000 Incorporated by
Reference(2)
-------------------------
(1) Previously filed as exhibits to AFH's Form 10-K for the fiscal year ended
December 31, 1991, and incorporated herein by reference.
(2) Previously filed as an exhibit to AFH's current report on Form 8-K/A dated
May 18, 2000.
(3) Previously filed as exhibit to AFH's Form 10-KSB for the fiscal year ended
December 31, 1995, and incorporated herein by reference.
(4) Previously filed as exhibit to AFH's Form 10-KSB for the fiscal year ended
December 31, 1999, and incorporated herein by reference.
* Identifies management contract or compensatory plan or arrangement required to
be filed as an exhibit.
(b) Reports on Form 8-K:
AFH did not file a report on Form 8-K during the year ending December
31, 2000.
--------------------------------------------------------------------------------
SIGNATURES
--------------------------------------------------------------------------------
In accordance with Section 13 or 15(d) of the Exchange Act, AFH caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized
AMERICAN FINANCIAL HOLDING, INC.
Date: March 9, 2001 By /s/ Kenton L. Stanger
----------------------------
Kenton L. Stanger, President
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of AFH and in the capacities and on the dates
indicated.
Date: March 9, 2001 /s/ Kenton L. Stanger
---------------------
Kenton L. Stanger, Director
(Principal Executive, Principal
Financial and Principal Accounting
Officer)
Date: March 9, 2001 /s/ Raymond L. Punta
--------------------
Raymond L. Punta, Director
Date: March 9, 2001 /s/ Ray P. Brown
----------------
Ray P. Brown, Director
Date: March 9, 2001 /s/ Chelton S. Feeny
--------------------
Chelton S. Feeny, Director
Date: March 9, 2001 /s/ Tim L. Hansen
-----------------
Tim L. Hansen, Director
15
AMERICAN FINANCIAL HOLDING, INC.
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report......................................... F-2
Balance Sheets - December 31, 2000 and 1999.......................... F-3
Statements of Operations for the Years Ended December 31,
2000 and 1999...................................................... F-4
Statements of Stockholders' Deficit for the Years Ended
December 31, 1999 and 2000......................................... F-4
Statements of Cash Flows for the Years Ended December 31,
2000 and 1999..................................................... F-5
Notes to Financial Statements........................................ F-6
---------------------------
F - 1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and the Shareholders
American Financial Holding, Inc.
We have audited the accompanying balance sheets of American Financial
Holding, Inc. as of December 31, 2000 and 1999, and the related statements of
operations, stockholders' deficit, and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosure in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American Financial
Holding, Inc. as of December 31, 2000 and 1999 and the results of its operations
and their cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered losses from operations for the
years ended December 31, 2000 and 1999, and has a stockholders' deficit of
$845,453 as of December 31, 2000 that raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result from
the outcome of this uncertainty.
Respectfully submitted,
ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
February 26, 2001
F - 2
AMERICAN FINANCIAL HOLDING, INC.
BALANCE SHEETS
December 31,
2000 1999
--------------- --------------
ASSETS
Current Assets
Cash.......................................................................$ 960 $ 1,203
--------------- --------------
Total Current Assets................................................... 960 1,203
--------------- --------------
Property and Equipment
Equipment.................................................................. - 14,334
Furniture and fixtures..................................................... - 16,000
--------------- --------------
- 30,334
Less accumulated depreciation.............................................. - (30,123)
--------------- --------------
Net Property and Equipment............................................. - 211
--------------- --------------
Total Assets....................................................................$ 960 $ 1,414
=============== ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable...........................................................$ 252,937 $ 204,483
Accrued rent payable to officers........................................... - 168,000
Payable to Tambora Financial Corporation................................... 194,671 677,380
Interest payable to Tambora Financial Corporation.......................... 15,964 15,964
Payable to Triad Financial Systems, Inc. owners............................ 240,014 240,014
Interest payable to Triad Financial Systems, Inc. owners................... 123,962 123,962
Payable to officers........................................................ 18,865 18,865
Net liabilities of discontinued operations................................. - 125,763
--------------- --------------
Total Current Liabilities.............................................. 846,413 1,574,431
--------------- --------------
Stockholders' Deficit
Common stock - $0.01 par value; 20,000,000 shares authorized;
199,974 shares issued and outstanding..................................... 2,000 2,000
Additional paid-in capital................................................. 8,115,616 7,472,120
Notes receivable from stockholders, net of bad debt reserve
of none and $2,701,917, respectively..................................... - (168,000)
Accumulated deficit........................................................ (8,963,069) (8,879,137)
--------------- --------------
Total Stockholders' Deficit............................................ (845,453) (1,573,017)
--------------- --------------
Total Liabilities and Stockholders' Deficit.....................................$ 960 $ 1,414
=============== ==============
The accompanying notes are an integral part of these
financial statements.
F - 3
AMERICAN FINANCIAL HOLDING, INC.
STATEMENTS OF OPERATIONS
For the Years Ended
December 31,
2000 1999
---------------- ---------------
Interest income..............................................................$ 172,970 $ 152,502
General and administrative expense........................................... (239,168) (434,159)
Interest expense............................................................. - (50,339)
---------------- ---------------
Loss from continuing operations.............................................. (66,198) (331,996)
Income (loss) from discontinued Income Builders' operations.................. (17,734) 166,203
---------------- ---------------
Net Loss.....................................................................$ (83,932) $ (165,793)
================ ===============
Basic and Diluted Income (Loss) Per Share
Continuing operations...................................................$ (0.02) $ (0.08)
Discontinued operations................................................. - 0.04
---------------- ---------------
Net Loss................................................................$ (0.02) $ (0.04)
================ ===============
Weighted-average number of common shares outstanding......................... 4,279,449 4,279,449
================ ===============
AMERICAN FINANCIAL HOLDING, INC.
STATEMENTS OF STOCKHOLDER'S DEFICIT
Common Stock Additional Receivable Total
---------------------------- Paid-In From Accumulated Stockholders'
Shares Amount Capital Stockholders' Deficit Deficit
------ ------ ------- ------------- ------- -------
Balance, December 31, 1998.......... 199,974 $ 2,000 $ 7,472,120 $ (120,000) $ (8,713,344) $ (1,359,224)
Addition to stockholders'
receivable....................... -- -- -- (48,000) -- (48,000)
Net loss............................ -- -- -- -- (165,793) (165,793)
------------- ------------- -------------- ------------- ------------- --------------
Balance, December 31, 1999.......... 199,974 2,000 7,472,120 (168,000) (8,879,137) (1,573,017)
Capital contribution received
upon transfer of Income
Builders to Tambora.............. -- -- 643,496 -- -- 643,496
Settlement of liability to officers
by reduction of receivable
from stockholders................ -- -- -- 168,000 -- 168,000
Net loss............................ -- -- -- -- (83,932) (83,932)
------------- ------------- -------------- ------------- ------------- --------------
Balance, December 31, 2000.......... 199,974 $ 2,000 $ 8,115,616 $ -- $ (8,963,069) $ (845,453)
============= ============= ============== ============= ============= ==============
The accompanying notes are an integral part of these
financial statements.
F - 4
AMERICAN FINANCIAL HOLDING, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended
Ended December 31,
2000 1999
---------------- ---------------
Cash Flows From Operating Activities
Net loss.....................................................................$ (83,932) $ (165,793)
Adjustments to reconcile net loss to net cash used
in operating activities
Depreciation............................................................ 211 496
(Income) loss from discontinued operations.............................. 17,734 (166,203)
Changes in assets and liabilities
Increase in accounts payable............................................ 48,453 10,296
Decrease in receivable from stockholders................................ -- (48,000)
Increase in interest payable to related party........................... -- 15,964
Increase in accrued rent payable to officers............................ -- 48,000
Increase in interest payable to Triad Financial Systems, Inc.
owners................................................................ -- 34,374
---------------- ---------------
Net Cash Used in Operating Activities............................... (17,534) (270,866)
---------------- ---------------
Cash Flows From Financing Activities
Increase in payable to Tambora Financial Corporation.................... 17,291 269,660
Cash received from payable to officers.................................. -- 1,575
---------------- ---------------
Net Cash Provided by Financing Activities.................................... 17,291 271,235
---------------- ---------------
Net Increase in Cash......................................................... (243) 369
Cash at Beginning of Period.................................................. 1,203 834
---------------- ---------------
Cash at End of Period........................................................$ 960 $ 1,203
================ ===============
Supplemental Cash Flow Information
Cash paid for interest..................................................$ -- $ --
Supplemental Schedule of Noncash Investing and Financing Activities
During 2000, $168,000 of accrued rent payable to two officers was settled
by a corresponding reduction in notes receivable from the officers. The
remaining notes and accrued interest, in the amount of $1,994,123 and
$880,764, respectively, were transferred to an unrelated trust in exchange
for the assumption of any payroll taxes that may result from taxable
compensation to the shareholders owing the notes.
During 2000, the common stock of Income Builders was transferred to Tambora
Financial Corporation. The net liabilities of Income Builders of $143,496
were assumed by Tambora in exchange for a $500,000 reduction in the payable
to Tambora and in exchange for 4,899,533 shares of Tambora common stock.
The accompanying notes are an integral part of these
financial statements.
F - 5
AMERICAN FINANCIAL HOLDING, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations -- American Financial Holding, Inc. (the
"Company") is a Delaware corporation that had operations, through its
wholly-owned subsidiary, Income Builders, Inc., in marketing life insurance and
annuity products until September 23, 1997 when the Company adopted a formal plan
to sell Income Builders, Inc. to Tambora Financial Corporation ("Tambora") for
$500,000 and for 4,899,533 shares of Tambora common stock.
Estimates -- The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of expenses during
the reporting periods. Actual results could differ from those estimates.
Basis of Presentation-- The accompanying financial statements include the
accounts and transactions of American Financial Holding, Inc. The operations of
Income Builders, Inc., a wholly-owned subsidiary until October 24, 2000, were
presented as discontinued operations. All significant inter-company accounts and
transactions have been eliminated.
Business Condition -- The Company has suffered losses from operations for the
years ended December 31, 2000 and 1999, and has a stockholders' deficit of
$845,453 as of December 31, 2000. The Company expects that it will continue to
incur operating losses and that its accumulated deficit will increase. During
2000 and 1999, the Company has been dependent solely upon cash provided from the
sale of Income Builders and loans from Tambora for funding. All of the foregoing
raise substantial doubt about the Company's ability to continue as a going
concern. The accompanying financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result from the outcome
of this uncertainty.
Property and Equipment -- Property and equipment were stated at cost.
Depreciation expense for the years ended December 31, 2000 and 1999 was $211 and
$496, respectively. During 2000, the Company abandoned its fully-depreciated
equipment, furniture and equipment.
Basic and Diluted Income (Loss) Per Share-- The computations of income (loss)
from continuing operations, discontinued operations and net loss per share are
based on the weighted-average number of common shares outstanding during the
period.
NOTE 2 - STOCK PURCHASE AGREEMENT
On January 22, 2001, the Company entered into a purchase agreement (the
"Purchase Agreement") with three unrelated third parties (the "Purchasers")
whereby the Company issued 15,000,000 shares of common stock (pre-split) and
issued $150,000 of promissory notes to the Purchasers for $300,000 in cash.
Under the terms of the Purchase Agreement, the cash proceeds are being held in
an escrow account and will be released on the date of closing upon the Company
meeting the conditions of the Purchase Agreement, which include:
o Providing evidence, after the use of the funds received from the escrow,
that all liabilities have been paid or compromised.
o Being current in filing periodic reports with the Securities and Exchange
Commission
F - 6
AMERICAN FINANCIAL HOLDING, INC.
NOTES TO FINANCIAL STATEMENTS
o The resumption of quotation of the common stock of the Company on the
over-the-counter electronic bulletin board maintained by the National
Association of Securities Dealers, Inc.
o Completion of arrangements satisfactory to the Purchasers respecting
certain contingent liabilities.
o Completion of a 21.4-to-1 reverse stock split.
o Delivery of resignations of the incumbent officers and directors.
The agreement may be terminated by either party if the release of the funds from
escrow does not occur on or before March 15, 2001. Under the terms of the
Purchase Agreement, the Company is obligated to obtain shareholder approval of
the 21.4-to-1 reverse stock split by providing current shareholders an
information statement at the Company's cost. The Purchasers have agreed to vote
in favor of the reverse stock split. The reverse stock split will result in the
4,279,449 shares of common stock outstanding at December 31, 2000 being
consolidated into 199,974 post-split common shares. Upon obtaining shareholder
approval of the reverse stock split, the 15,000,000 pre-split shares of common
stock issued to the Purchasers will be consolidated into 700,935 post split
shares and the $150,000 promissory notes will be automatically converted into
2,299,065 post-split shares of common stock; thus bringing the total interest in
the Company held by the Purchasers to 3,000,000 post-split shares of common
stock. Accordingly, the Purchase Agreement will result in a change in control of
the Company.
Upon completion of the reverse stock split, the Company has agreed to issue
400,000 post-split shares of common stock to an individual in consideration of
his services in introducing the Purchasers to the Company.
In accordance with the terms of the Purchase Agreement, the number of shares of
common stock and per share amounts presented in accompanying financial
statements have been restated for the effects of the 21.4- to-1 reverse stock
split for all periods presented.
Management has approached or will approach the creditors of the Company and
intends to offer compromising payments to the creditors from the funds received
from the escrow to all of the creditors except for the Triad Financial Systems,
Inc. owners, which will receive Tambora common stock in satisfaction of the
obligation to them, and except for contingent liabilities that may be due under
legal proceedings. The creditors that have been approached have agreed to accept
the compromising payments in full satisfaction of the amounts due. Accordingly,
management intends to pay or compromise all liabilities of the Company at the
date the Purchase Agreement is closed.
NOTE 3 - NOTES RECEIVABLE FROM STOCKHOLDERS
Over several years, the Company has made loans to its officers and certain
stockholders (the "notes receivable from stockholders"). The loans were
initially made as unsecured advances with no due dates specified. On March 31,
1992, all advances were converted to promissory notes which bore interest at
eight percent and were due on demand. The promissory notes were amended for
additional advances and accrued interest through December 31, 1999.
Approximately 100,000 shares of common stock of the Company was pledged as
partial collateral for all except one of the notes.
The Company leased office space from two officers during 1998 and 1999 which
resulted in accrued rent payable to the officers of $168,000 at December 31,
1999. The liability to the officers was settled in December 2000 by offsetting
the accrued rent payable against the notes receivable from the officers.
On December 31, 2000, the Company transferred and assigned the remaining balance
of the notes receivable from stockholders and accrued interest of $1,994,123 and
$880,764, respectively, to an unrelated buyer. The
F - 7
AMERICAN FINANCIAL HOLDING, INC.
NOTES TO FINANCIAL STATEMENTS
buyer assumed and agreed to pay and discharge any and all liabilities or
responsibility for any withholding, payroll or similar taxes or employer burdens
that may be due and payable to any federal or state taxing or other authority
relating to the assigned notes or any related characterization of the amounts
due under the notes as compensation and agreed to indemnify the Company and hold
it harmless from any loss, cost or damage incurred by the Company in connection
therewith.
Management determined at various dates that the ultimate collectibility of the
balance of the notes receivable from stockholders was uncertain. Accordingly,
management recorded a bad debt reserve against the notes receivable from
stockholders for financial reporting purposes for the amount of the notes except
for the portion that would be offset by the accrued rent payable to the two
officers. However, the officers and stockholders are obligated under the
promissory notes to repay the entire stated principal and related accrued
interest of the loans. As a result of management providing the reserve against
the notes, the carrying value of the notes for financial reporting purposes was
zero on December 31, 2000 when the notes were transferred to the trust. The
following summarizes the changes to the principal and accrued interest under the
notes receivable from stockholders and the related reserve:
Accrued Bad Debt
Principal Interest Reserve
--------- -------- -------
Balance, December 31, 1998...........................$ 1,938,927 $ 555,292 $ (2,374,219)
Additions (bad debt expense recognized).............. 223,196 152,502 (327,698)
--------------- ---------------- ---------------
Balance, December 31, 1999........................... 2,162,123 707,794 (2,701,917)
Additions (bad debt expense recognized).............. - 172,970 (172,970)
Offset of accrued rent payable....................... (168,000) - -
--------------- ---------------- --------------
Balance transfer to third party......................$ 1,994,123 $ 880,764 $ (2,874,887)
=============== ================ ==============
NOTE 4 - INCOME TAXES
As of December 31, 2000, the Company had a net operating loss carryforward for
income tax reporting purposes of approximately $4,760,000 that may be offset
against future taxable income. The net operating losses expire if unused from
2002 through 2020. Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs. Therefore, the amount available to offset future taxable income may be
limited. No tax benefit has been reported in the financial statements, because
the Company believes there is a 50% or greater chance the carry forwards will
expire unused. Accordingly, the potential tax benefits of the loss carry
forwards are offset by a valuation allowance of the same amount.
NOTE 5 - DISPOSITION OF INCOME BUILDERS, INC.
On September 23, 1997, the Company entered into an agreement with Tambora
Financial Corporation, a corporation under common control with American
Financial Holding, Inc., to transfer Income Builders to Tambora in exchange for
$500,000 and 4,899,533 shares of Tambora common stock. From 1997 through October
24, 2000, Tambora and one of its officer's paid or advanced $694,671 to or in
behalf of the Company. On October 24, 2000, the Company transferred all issued
and outstanding shares of Income Builders, Inc. to Tambora in exchange for a
$500,000 reduction in the payable to Tambora and in exchange for 4,899,533
shares of Tambora common stock.
The remaining balance of the payable to Tambora of $194,671is evidenced in part
by a promissory note in the amount of $177,380 which is due on demand. The note
has a stated interest rate of 18%. Accrued interest
F - 8
AMERICAN FINANCIAL HOLDING, INC.
NOTES TO FINANCIAL STATEMENTS
in the amount of $15,964 was recognized during 1999. As discussed in Note 2,
Tambora has agreed to compromise the principal and accrued interest due on the
note. Accordingly, no interest was accrued during 2000.
Due to the transfer being with an entity under common control, the net
liabilities of Income Builders on October 24, 2000 of $143,496 plus the $500,000
reduction in the payable to Tambora were accounted for as capital contributions
to the Company.
From September 27, 1997, the Company accounted the investment in Income Builders
as discontinued operations. Commission revenue of Income Builders for 2000
through October 24, 2000 and for 1999 was $2,555,071 and $3,021,071,
respectively. These amounts are not included in the accompanying statements of
operations. The net liabilities of Income Builders consisted of the follows:
October 24, December 31,
2000 1999
----------------- ---------------
Cash................................................................$ 32,926 $ 51,947
Investment in securities available-for-sale......................... 10,127 -
Commissions receivable.............................................. 77,527 100,010
Notes receivable from officers, net of reserve of $1,032,409
and $1,074,219, respectively..................................... 103,015 -
Note receivable..................................................... - 91,000
Furniture and equipment, net........................................ 2,383 5,195
Intangible pension asset............................................ 364,505 399,164
Accounts payable and accrued liabilities............................ (177,505) (179,517)
Payable to officers................................................. (317,720) (340,204)
Accrued pension benefit liability................................... (238,754) (253,358)
----------------- ---------------
Net liabilities of discontinued of discontinued operations..........$ (143,496) $ (125,763)
================== ===============
NOTE 6 - PLANNED DISTRIBUTION OF TAMBORA COMMON STOCK
The Company has agreed to distribute the Tambora stock received in exchange for
Income Builders, upon effectiveness of a Tambora registration statement, as
follows:
o 4,279,449 shares to the Company's stockholders at a rate of 21.4 shares of
Tambora for each share of the Company's common stock outstanding except for
3,000,000 common shares issued or to be issued under the Purchase Agreement
as further discussed in Note 2. The distribution of these Tambora shares
will have no financial statement effect upon the Company.
o 320,000 shares to satisfy the Company's anti-dilution obligation to East
Bay Trust. The distribution of these Tambora shares will have no financial
statement effect upon the Company.
o 300,084 shares to former investors in Triad Financial Corporation, a former
subsidiary of Company, in satisfaction of their right to convert Triad
preferred stock into the Company's common stock. The distribution of these
Tambora shares will be accounted for as the conversion of the following
liabilities into additional paid-in capital: $240,014 payable to Triad
Financial Systems, Inc. owners and $123,962 interest payable to Triad
Financial Systems, Inc. owners.
F - 9
AMERICAN FINANCIAL HOLDING, INC.
NOTES TO FINANCIAL STATEMENTS
The investment in Tambora is temporary and is accounted for at the cost of
Income Builders increased by the liabilities transferred to additional paid-in
capital, which resulted in the investment in Tambora being zero.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
SEC Enforcement -- On October 9, 1996, the Company was advised by the
Enforcement Division of the Securities and Exchange Commission (the
"Commission") that it is considering recommending that the Commission bring an
enforcement action, which could include a civil penalty, against the Company in
U.S. District Court for failing to file timely periodic reports in violation of
Section 13(a) of the Securities and Exchange Act of 1934 and the rules
thereunder.
In October 1996, the Company also received a request for the voluntary
production of information to the Enforcement Division of the Commission related
to the resignation of Coopers & Lybrand LLP and the termination of Arthur
Andersen LLP and the appointment of Jones, Jensen & Company as the Company's
independent public accountants and the reasons therefore. In addition, the
Company was requested to provide certain information respecting its previous
sales of securities. The Company cooperated in providing information in response
to these inquiries in early 1997. The Company has not been advised of the
outcome of the foregoing.
Legal Proceedings-- On December 20, 1999, Robert M. Bridge filed suit against
the Company in the Third District Court in Salt Lake County, Utah, styled Bridge
v. American Financial Holding, Inc., Triad Financial Systems, Inc., Raymond L.
Punta and Kenton L. Stanger (Civil No. 990912544). Mr. Bridge's complaint
alleges that he is entitled to the return of a $100,000 investment made in 1993,
in which he purchased the Company's stock in anticipation of the acquisition of
an insurance company. The complaint alleges claims for breach of contract, fraud
and misrepresentation, and claims for a "guarantee" against Messrs. Punta and
Stanger. The Company has answered the complaint, denying its material
allegations and raising several affirmative defenses, including the applicable
statutes of limitation. The Company intends to vigorously defend this matter,
asserting, among other defenses, that at times the plaintiff could have sold his
stock at a multiple of his purchase price. Discovery has commenced but is in its
early stages. No trial date has been set.
NOTE 8 - SUBSEQUENT EVENTS
As discussed in Note 2, the Company has entered into an agreement in January
2001 to issue a controlling interest in the Company's common stock and a note
payable for $300,000.
F - 10