SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
First Amended Form 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
| January 31, 2003 |
TMI Holdings, Inc.
(Exact name of registrant as specified in its charter)
Florida (State or other jurisdiction of incorporation) |
| 000-30011 (Commission File Number) |
| 65-0309540 (I.R.S. Employer Identification No.) |
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11924 Forest Hill Blvd., Suite 22-204 Wellington, FL 33414 (Address of principal executive offices) (zip code) | ||||
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(954) 579-8599 (Registrant’s telephone number, including area code) | ||||
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(Former name or former address, if changed since last report.) |
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
On January 31, 2003, TMI Holdings, Inc. (the “Company”) acquired 100% of the outstanding stock of Kina’ole Development Corporation, a Hawaii corporation. The Company acquired the Kina’ole shares from William Michael Sessions and John W. Meyers, both of whom were, at the time, officers and directors of the Company. In exchange for Kina’ole’s shares, the Company issued Mr. Sessions and Mr. Meyers each 250,000 shares of the Company’s Series B Convertible Preferred Stock.
At the time of this transaction, the Company’s Series B Convertible Preferred Stock entitled its holders to 30 votes on all matters brought before a vote of the Company’s stockholders and each share of Series B Convertible Preferred Stock was convertible into the 30 shares of the Company’s common stock as soon as the Company had sufficient authorized but unissued common stock to convert all 500,000 shares of Series B Convertible Preferred Stock.
On February 21, 2003, the Company entered into a Stock Purchase Agreement with Mr. Sessions, Mr. Meyers, and Mr. Scott Siegel, whereby the Company agreed to issue 1,050,000 shares of common stock (1,000,000 has been issued to date) to Mr. Siegel, and Mr. Sessions and Mr. Meyers transferred a total of 250,000 shares of Series A Preferred Stock to Mr. Siegel, all in exchange for Mr. Siegel agreeing to pay approximately $72,500 in outstanding Company liabilities and $150,000 for outstanding amounts owed by Mr. Sessions and Mr. Meyers to Marc Douglas. On March 5, 2003, Mr. Sessions and Mr. Meyers resigned as directors of the Company and Mr. Siegel, who was not a related party to the Company at the time of the February 21, 2003 transaction, became an officer and director of the Company on March 5, 2003.
In conjunction with the February 21, 2003 transaction, the Company and Mr. Sessions and Mr. Meyers agreed to amend the Certificate of Designation for the Company’s Series B Preferred Stock (retroactive to January 31, 2003) to take away the voting rights of the Company’s Series B Convertible Preferred Stock, and to change the convertiblity to make the shares of Series B Convertible Preferred Stock only convertible if, at any time, at least 5% of Kina’ole’s outstanding common stock is distributed to the Company’s stockholders on a pro rata basis, then the Series B Convertible Preferred Stock shall automatically convert into that number of shares of common stock of Kina’ole equal to 90% of the then outstanding common stock of Kina’ole (after giving effect to the distribution described above and this conversion). Accordingly, the acquisition will be accounted for under the purchase meth od of accounting.
Kina’ole is located in Lihue, Hawaii and was formed in June 2002 with its purpose being to provide an affordable housing option for the people of Hawaii by using manufactured homes. Through arrangements with dealerships on each Hawaiian island Kina’ole plans to sell the manufactured homes to retail customers. Kina’ole also develops subdivisions of manufactured homes and has an installation company that, as a licensed contractor, completes the foundation and site work as well as installing the manufactured homes. Kina’ole’s officers and directors, W. Michael Sessions and John W. Meyers, are former officers and directors of the Company.
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Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant’s Certifying Accountant
Not applicable.
Item 5. Other Events
Not applicable.
Item 6. Resignations of Directors and Executive Officers
Not applicable.
A. Financial Statement of Business Acquired
3 | ||
F-3 | ||
CURRENT ASSETS | ||||
Cash | $ | 39,983 | ||
Restricted cash (Note 6) | 154,543 | |||
Receivable from affiliate (Note 3) | 25,556 | |||
Investment in related party joint venture (Note 7) | 90,831 | |||
Construction in process (Note 2) | 432,961 | |||
Total Current Assets | 743,874 | |||
TOTAL ASSETS | $ | 743,874 | ||
CURRENT LIABILITIES | ||||
Accounts Payable | $ | $ 33,401 | ||
Accrued expenses | 49,405 | |||
Advances from officers (Note 5) | 50,144 | |||
Construction loans (Note 6) | 670,000 | |||
Payable to joint venture (Note 7) | 86,697 | |||
Total Current Liabilities | 889,647 | |||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
Common stock, $0.01 par value; authorized 500,000 | ||||
shares; issued and outstanding 500,000 shares | 5,000 | |||
Accumulated deficit | (150,773 | ) | ||
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | (145,773 | ) | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $743,874 | ||
The accompanying notes are an integral part of these financial statements. | ||
F-4 | ||
REVENUE | ||||
Sales (Note 1) | $ | - | ||
EXPENSES | ||||
Officer salaries | 45,000 | |||
Professional fees | 37,005 | |||
Legal expenses | 52,402 | |||
General and administrative expenses | 45,728 | |||
OPERATING LOSS | (180,135 | ) | ||
OTHER INCOME | ||||
Gain on settlement | 29,362 | |||
NET LOSS | $ | (150,773 | ) | |
The accompanying notes are an integral part of these financial statements. | ||
F-5 | ||
Additional | |||||||
Common Stock | Paid-In | Accumulated | |||||
Shares | Amount | Capital | Deficit | ||||
Balance, at inception on | |||||||||||||
June 12, 2002 | - | $ | - | $ | - | $ | - | ||||||
Issued 500,000 shares of | |||||||||||||
common stock, valued at | |||||||||||||
par, to officers for services | |||||||||||||
rendered | 500,000 | 5,000 | - | - | |||||||||
Net loss for the period | |||||||||||||
from inception, on | |||||||||||||
June 12, 2002, through | |||||||||||||
December 31, 2002 | - | - | - | (150,773 | ) | ||||||||
Balance, December 31, 2002 | 500,000 | $ | 5,000 | $ | - | $ | (150,773 | ) | |||||
The accompanying notes are an integral part of these financial statements. | ||
F-6 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ | (150,773 | ) | |
Adjustments to reconcile net loss to net cash | ||||
Provided by operating activities: | ||||
Common stock issued for services | 5,000 | |||
Changes in operating assets and liabilities: | ||||
(Increase) in restricted cash | (154,543 | ) | ||
(Increase) in receivable from affiliate | (25,556 | ) | ||
(Increase) in construction in process | (432,961 | ) | ||
Increase in accounts payable | 33,401 | |||
Increase in accrued expenses | 49,405 | |||
Increase in payable to joint venture | 86,697 | |||
Net Cash Provided by Operating Activities | (589,330 | ) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment in related party joint venture | (90,831 | ) | ||
Net Cash Used by Investing Activities | (90,831 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from related party advances | 50,144 | |||
Proceeds from notes payable | 670,000 | |||
Net Cash Provided in Financing Activities | 720,144 | |||
NET INCREASE IN CASH | 39,983 | |||
CASH, AT INCEPTION | - | |||
CASH, END OF YEAR | $ | 39,983 | ||
The accompanying notes are an integral part of these financial statements. | ||
F-7 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||
CASH PAID DURING THE YEAR FOR | ||||
Income taxes | $ | - | ||
Interest | $ | 17,060 | ||
SCHEDULE OF NON-CASH FINANCING ACTIVITIES: | ||||
Common stock issued for services | $ | 5,000 |
The accompanying notes are an integral part of these financial statements. | ||
F-8 | ||
F-9 | ||
F-10 | ||
F-11 | ||
F-12 | ||
2002 | ||||
Deferred tax assets: | ||||
NOL Carryover | $ | 39,070 | ||
Deferred tax liabilities: | - | |||
Valuation allowance | (39,070 | ) | ||
Net deferred tax asset | $ | - | ||
2002 | ||||
Book loss | $ | (58,800 | ) | |
Stock for services/options expense | 1,950 | |||
Accrued compensation | 17,550 | |||
Other | 230 | |||
Valuation allowance | (39,070 | ) | ||
$ | - | |||
F-13 | ||
As of | ||||
December 31 | ||||
2002 | ||||
Advances to joint venture (Investor) | $ | 226,000 | ||
Less: Construction in Process | (139,303 | ) | ||
Net Liability to Joint Venture | $ | 86,697 | ||
F-14 | ||
As of | ||||
December 31, | ||||
2002 | ||||
Land (Contributed by related party) | $ | 92,921 | ||
Construction in process (Company investment) | 90,831 | |||
Net Assets of Related Party Joint Venture | $ | 183,752 | ||
F-15 | ||
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Net Sales | $ | - | ||
Cost of good sold | - | |||
Gross profit | - | |||
Selling, general and administrative expenses | 353,578 | |||
Gain on settlement | 29,362 | |||
Interest income | 94,917 | |||
(Loss) from operations | (229,299 | ) | ||
(Loss) before provision for income taxes | (229,299 | ) | ||
Provision for income taxes | - | |||
Net (Loss) | $ | (229,299 | ) | |
5 | ||
ASSETS | ||||
Cash in Bank | $ | 44,602 | ||
Restricted cash | 154,543 | |||
Prepaid insurance | 3,222 | |||
Receivable from affiliate | 25,556 | |||
Investment in related party joint venture | 90,831 | |||
Construction in process | 432,961 | |||
Total Current Assets | $ | 751,715 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
Accounts Payable | 33,401 | |||
Accrued Expenses | 148,349 | |||
Advances from officers | 50,144 | |||
Construction loans | 670,000 | |||
Payable to joint venture | 86,697 | |||
Total Current Liabilities | 988,591 | |||
STOCKHOLDERS’ EQUITY | ||||
Preferred stock: series “A” $.01 par value, authorized 1,500,000 | ||||
shares, issued and outstanding 250,000 shares | 2,500 | |||
Preferred stock: series "B" $.01 par value, authorized, issued | ||||
and outstanding 500,000 shares | 5,000 | |||
Common stock: $.01 par value, authorized 15,000,000 shares, | ||||
issued and outstanding 1,896,710 shares | 18,967 | |||
Additional paid-in capital | 3,682,820 | |||
Accumulated deficit | (3,946,163 | ) | ||
Total Stockholders’ Deficit | (236,876 | ) | ||
Total Liabilities and Stockholders’ Deficit | $ | 751,715 | ||
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Item No. | Description | |
2.1 * | Reorganization and Stock Purchase Agreement dated January 31, 2003 by and between TMI Holdings, Inc., Kin’ole Development Corporation, W. Michael Sessions, and John W. Meyers | |
3.1 | Articles of Amendment to Certificate of Designation of Series B Convertible Preferred Stock |
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