UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): August 20, 2002
---------------
August Financial Holding Company, Inc.
--------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 00049874 06-1237135
------ -------- ----------
State or other jurisdiction of (Commission (IRS Employer
Incorporation or organization File Number) Identification)
150 Lincoln Street, Boston, MA 02111
- ------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 542-8088
--------------
None
- --------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
The Company, through its subsidiary, August Insurance Agency, Inc., is in
the process of acquiring a small insurance agency.
Item 4. Change in Registrant's Certifying Accountant
The Company, before the name change and the relocation of its headquarters
to Boston, MA had Kostin, Ruffkess & Company, Inc. of Farmington, CT, as its
independent auditors. With the relocation of the headquarters to Boston, the
Company anticipated to change auditors to the Boston firm of Wolf & Company.
Recently, the Company met with Kostin, Ruffkess & Company and is in the process
of negotiating with them to continue performing audit and tax preparation
services.
Item 5. Other Events and Regulation FD Disclosure
a. Change of Trade Symbol and Cusip Number
The Trade Symbol of the Company has been changed to AFHI.PK and the
Cusip Number has been changed to 05106W.
b. Establishment of Two Subsidiaries
The Company has established two wholly owned subsidiaries since its
annual meeting on May 8, 2002: August Financial Advisors, Inc.
specializing in providing financial advisory services and asset
management to new immigrants and ethnic groups; and August Insurance
Agency, Inc., providing insurance advice and brokerage to the same
customer base.
c. Recent Sales of Unregistered Securities
On July 1, 2002, the Company began to raise up to $3 million in
capital through a private placement to accredited investors through an
issuance of two series of Preferred Stock: Series A, convertible, 4%
non-cumulative Preferred Stock and Series B, non-convertible, 8%
non-cumulative Preferred Stock. Each 100 shares of Series B Non
Convertible Preferred Stock have an attached warrant to purchase 20
shares of Series A Convertible Preferred Stock at $100.00 per share,
such warrant is exercisable at the second anniversary of the last
closing date and expires at the fifth anniversary of the last closing
date. Each series of the Preferred Stock is at $100 a share. Each
Series A Convertible Preferred Stock share is convertible to 500
shares of common stock. For details, see Exhibit 99.1 and 99.2 Summary
of Principal Terms of the offering.
The offering exemption is made under Rule 501 Accredited Investor.
No underwriters are involved in this offering.
The proceeds will be used for working capital and, as opportunities
arise, to purchase additional insurance agencies or other
subsidiaries.
d. Executive Compensation
The Board of Directors has approved granting 8.5 million shares of
common stock for $8,500.00 to the CEO as a signing bonus and for work
done prior to her official engagement, to be issued contingent on
raising $1 million of capital; the Board further approved issuing 1.1
million shares of common stock at $0.01 a share to key members of the
management, contingent on one year of employment with the Company or
its subsidiaries; the Board approved paying $50,000.00 of the
CEO's first year salary in the form of common stock at $0.01 a share,
contingent on the CEO's completion of one year of employment with the
Company, which compensation will result in the issuance of 5.0 million
shares of
common stock to the CEO; and the Board also approved paying $5,000.00
of the Vice President/Business Development's first year salary in the
form of common stock at $0.01 a share, contingent on his completion of
one year of employment with the Company, which compensation will
result in the issuance of 500,000 shares of common stock. The stock
granted as aforementioned will be issued only when and after
additional shares of common stock are authorized by shareholders in
the future.
Item 7. Exhibit 99.1 - Series A Summary of Principal Terms
Exhibit 99.2 - Series B Summary of Principal Terms
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
August Financial Holding Company
--------------------------------
(Registrant)
By: /s/ Vivian Wenhuey Chen Huang
--------------------------------
Vivian Wenhuey Chen Huang,
Chairman of the Board,
President & CEO
Date: August 20, 2002