U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 for the Quarterly period ended September 30, 2004
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from _______ to
__________.
COMMISSION FILE NO. 000-29933
AMERICAN HOLDING INVESTMENTS, INC.
----------------------------------
Nevada, U.S.A. 77-0434471
-------------- ----------
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
221 N. Rampart Blvd., Palms Tower Las Vegas, NV 89145
-----------------------------------------------------
(Address of principal executive offices)
(702) 869-7331
--------------
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15 (d) of the 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 {X}
AMERICAN HOLDING INVESTMENTS, INC.
FORM 10-QSB
For the quarter ending September 30, 2004
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of September 30, 2004 (unaudited)
Statements of Operations for the three months and nine months
ended September 30, 2004 (unaudited) and September 30, 2003
(unaudited) and from inception on July 22, 1996 to September
30, 2004 (unaudited).
Statement of Stockholders Deficit for the Period from inception
on July 22, 1996 to September 30, 2004 (unaudited).
Statements of Cash Flows for the nine months ended September
30, 2004 (unaudited) and September 30, 2003 (unaudited) and
from inception on July 22, 1996 to September 30, 2004
(unaudited).
Notes to Financial Statements.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Item 3. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-QSB contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Statements of our intentions, beliefs,
expectations or predictions for the future, denoted by the words "believes",
"expects", "may", "should", "seeks", "pro forma", "anticipates", "intends" and
similar expressions are forward-looking statements that reflect our current
views about future events and are subject to risks, uncertainties and
assumptions.
We wish to caution readers that these forward-looking statements are not
guarantees of future performance and involve risks and uncertainties. Actual
events or results may differ materially from those discussed in the
forward-looking statements as a result of various factors, including, without
limitation, the risk factors and other matters contained in this quarterly
report generally. All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements included in this document. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
2
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
AMERICAN HOLDING INVESTMENTS, INC
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
NINE MONTHS ENDING SEPTEMBER 30, 2004 (unaudited)
CONTENTS Page
- -------- ----
Financial Statements:
Balance Sheet 4
Statements of Operations 5
Statement of Stockholders' Deficit 6
Statements of Cash Flows 7
Notes to Financial Statements 8-10
3
AMERICAN HOLDING INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET - September 30, 2004
Current Assets
Cash $ 4,148
-----------
Total assets $ 4,148
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses $ 24,747
Related party payable 37,853
-----------
Total current liabilities $ 62,600
-----------
Stockholders deficit
Common stock, $.001 par value, 100,000,000 shares
authorized, 18,948,422 issued and outstanding $ 18,948
Additional paid in capital 2,935,008
Deficit accumulated during development stage (2,959,908)
Treasury stock, 52,500 shares at cost (52,500)
-----------
Total stockholders' deficit (58,452)
-----------
Total liabilities and stockholders' deficit $ 4,148
===========
The accompanying notes are an integral part of these financial statements.
4
AMERICAN HOLDING INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
From Inception on
For the three months ended For the nine months ended July 22, 1996 to
September 30, September 30, September 30, September 30, September 30,
2004 2003 2004 2003 2004
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------ ------------ ------------ ------------ ------------
Net Revenues $ -- $ -- $ -- $ -- $ --
Cost of Sales -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Gross Profit -- -- -- -- --
General and administrative expenses 5,469 203,567 589,839 720,631 2,745,993
------------ ------------ ------------ ------------ ------------
Net loss from operations before
interest income and other expenses (5,469) (203,567) (589,839) (720,631) (2,745,993)
Interest income -- -- -- 381 37,889
Amortization of discount on convertible loans -- (12,114) (86,285) (18,668) (168,054)
Write off stock subscription receivable -- -- (83,750) -- (83,750)
------------ ------------ ------------ ------------ ------------
Net loss $ (5,469) $ (215,681) (759,874) $ (738,918) $ (2,959,908)
============ ============ ============ ============ ============
Net loss per share, basic and diluted $ (0.00) $ (0.01) $ (0.04) $ (0.04)
============ ============ ============ ============
Weighted average number of shares
outstanding, basic and diluted 18,948,422 17,621,090 18,506,758 17,621,090
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
5
AMERICAN HOLDING INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT STOCKHOLDERS' DEFICIT
Deficit
accumulated Total
Additional during stockholders'
Common stock Paid In Subscription development Treasury equity
Shares Amount Capital Receivable stage stock (deficit)
---------------------------------------------------------------------------------------
Balance at July 22,1996 (inception) - $ - $ - $ - $ - $ - $ -
Issuance of common stock for
cash during July 1996 (restated for
forward cash split) 2,000,000 2,000 3,000 5,000
Issuance of common stock in exchange for
for services in November 1999 100,000 100 100
Issuance of common stock for
cash during November 1999 9,200,000 9,200 9,200
Accumulated net loss for the period
from July 22,1996 (Inception) to
December 31, 1999 (5,100) (5,100)
---------------------------------------------------------------------------------------
Balance at
January 1, 2000 11,300,000 11,300 3,000 - (5,100) - 9,200
Issuance of common stock for cash
during March 2000 1,445,090 1,445 296,100 297,545
Issuance of common stock for cash
during April 2000 230,000 230 114,770 115,000
Issuance of common stock for cash
during May 2000 1,918,000 1,918 670,790 672,708
Issuance of common stock for cash
during June 2000 913,000 913 142,150 143,063
Issuance of common stock for cash
during July 2000 465,000 465 226,337 (33,750) 193,052
Net loss for the year ended
December 31, 2000 (319,992) (319,992)
---------------------------------------------------------------------------------------
Balance at December 31, 2000 16,271,090 16,271 1,453,147 (33,750) (325,092) - ,110,576
Issuance of common stock for cash
during June 2001 50,000 50 99,929 (50,000) 49,979
Net loss for the year ended
December 31, 2001 (563,404) (563,404)
---------------------------------------------------------------------------------------
Balance at December 31, 2001 16,321,090 16,321 1,553,076 (83,750) (888,496) - 597,151
Issuance of common stock for cash
during September 2002 800,000 800 199,170 199,970
Issuance of common stock for cash
during October 2002 100,000 100 29,870 29,970
Issuance of common stock for cash
during December 2002 400,000 400 90,165 90,565
Net Loss for the year ended
December 31, 2002 (507,943) (507,943)
---------------------------------------------------------------------------------------
Balance at December 31, 2002 17,621,090 17,621 1,872,281 (83,750) (1,396,439) - 409,713
Purchase of Treasury Stock (52,500) (52,500)
Benficial conversion feature related to
loans to related party 224,666 224,666
Extinguishment of the beneficial conversion
feature related to the portion of the
convertible loan to related party (70,278) (70,278)
Net loss for the year ended
December 31, 2003 (803,595) (803,595)
---------------------------------------------------------------------------------------
Balance at December 31, 2003 17,621,090 17,621 2,026,669 (83,750) (2,200,034) (52,500) (291,994)
Issuance of common stock in exchange for
for services in March 2004 350,000 350 62,650 63,000
Benficial conversion feature related
to related party loans 13,666 13,666
Issuance of common stock in exchange for
for services in April 2004 400,000 400 399,600 400,000
Conversion of convertible loans payable
in April 2004 577,332 577 432,423 433,000
Write off of stock subscriptions receivable 83,750 83,750
Net loss for the nine months ended
September 2004 (unaudited) (759,874) (759,874)
---------------------------------------------------------------------------------------
Balance at September 30, 2004 (unaudited) 18,948,422 $ 18,948 $ 2,935,008 $ - $(2,959,908) $(52,500) $ (58,452)
=======================================================================================
The accompanying notes are an integral part of these financial statements.
6
AMERICAN HOLDING INVESTMENTS, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
For the nine months ended From inception on
July 22, 1996 to
September 30, 2004 September 30, 2003 September 30, 2004
----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited)
Cash flows provided by (used for) operating activities
Net Loss $ (759,874) (738,918) $(2,959,908)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Depreciation 738 738 9,979
Issuance of common stock for services 463,000 -- 557,500
Reserve for bad debt -- -- 132,000
Amortization of discounts on convertible loans 86,285 18,668 168,054
Write off of stock subscriptions receivable 83,750 -- 83,750
Loss on disposal of property and equipment 2,266 -- 2,266
Changes in assets and liabilities:
Other assets 10,000 -- --
Increase (decrease) in liabilities:
Accounts payable and accrued expenses (11,042) -- 24,747
----------- ----------- -----------
Total adjustments 634,997 19,406 978,296
----------- ----------- -----------
Net cash used for operating activities (124,877) (719,512) (1,981,612)
----------- ----------- -----------
Cash flows provided by (used for) investing activities:
Acquisition of property and equipment -- -- (12,245)
Notes receivable -- -- (132,000)
Notes receivable, related parties -- 239,360 --
Restricted cash 33,244 -- --
----------- ----------- -----------
Net cash provided by (used for) investing activities 33,244 239,360 (144,245)
----------- ----------- -----------
Cash flows provided by (used for) financing activities
Proceeds from sale of common stock -- -- 1,711,652
Proceeds from advances of related party 37,853 37,640 37,853
Proceeds from note payable, officer -- -- 21,540
Payment on note payable, officer -- -- (21,540)
Proceeds from convertible loans payable, related party 41,000 590,000 715,000
Payment on convertible loans payable, related party -- (166,000) (282,000)
Purchase of treasury stock -- (52,500) (52,500)
----------- ----------- -----------
Net cash provided by (used for) financing activities 78,853 409,140 2,130,005
----------- ----------- -----------
Net increase (decrease) in cash (12,780) (71,012) 4,148
Cash, beginning of period 16,928 135,403 --
----------- ----------- -----------
Cash, end of period $ 4,148 $ 64,391 $ 4,148
=========== =========== ===========
Supplemental disclosure of cash flow information -
no amounts were paid for interest or taxes
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock for services $ 463,000 $ -- $ 557,500
=========== =========== ===========
Conversion of convertible loans payable into common stock $ 433,000 $ -- $ 433,000
=========== =========== ===========
Write off of related party payable and investment in Lebanese
time share $ -- $ 2,200,000 $ 2,200,000
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
7
AMERICAN HOLDING INVESTMENTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2004 (unaudited)
(1) ORGANIZATION AND DESCRIPTION OF BUSINESS:
American Holding Investments, Inc. (formerly known as TransAmerican
Holdings, Inc. and as Health Research, Ltd.) (the "Company") was
incorporated under the laws of the state of Nevada on July 22, 1996,
and is conducting its operations in Nevada. The Company has been in the
development stage and was inactive until November 1999. On November 15,
1999, the Company changed its name to TransAmerican Holdings, Inc. On
October 1, 2004, the Company changed its name to American Holding
Investments, Inc., pursuant to an agreement with TransAmerica
Corporation regarding the use of any name confusingly similar to the
"TransAmerica" name. The sole purpose of the Company at this time is to
raise capital and to locate and acquire a private on-going business.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
INTERIM FINANCIAL INFORMATION:
The accompanying financial statements include all adjustments
(consisting of only normal recurring accruals), which are, in the
opinion of management, necessary for a fair presentation of the results
of operations for the periods presented. Interim results are not
necessarily indicative of the results to be expected for a full year.
The financial statements should be read in conjunction with the audited
financial statements and notes included in the annual report of
American Holding Investments, Inc. on Form 10-KSB for the year ended
December 31, 2003.
OFFICE LEASE SETTLEMENT:
In June of 2004 the Company reached a settlement with its landlord to
terminate its lease for office space. In exchange for a general release
from the balance owed to the landlord, the Company paid $33,244, which
was the lease deposit, and provided the property and equipment in the
premises to the Landlord. The lease deposit and the net book value of
the property and equipment were expensed in the quarter ended June 30,
2004.
DEVELOPMENT STAGE ENTERPRISE:
The Company is a development stage enterprise as defined by the
Financial Accounting Standards Board's ("FASB") Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by
Development Stage Enterprises." The Company is devoting substantially
all of its present efforts to acquire a private on-going business. All
losses accumulated since inception of the Company have been considered
as part of the Company's development stage activities.
(3) RELATED PARTY LIABILITY SATISFIED THROUGH THE ISSUANCE OF STOCK:
In April 2004, the Company converted $433,000 in convertible loans
payable into 577,332 shares of the Company's common stock under the
original provisions of the convertible loan agreement. Upon conversion
of the convertible loans, the balance of the unamortized discount was
charged to expense. The market value of the Company's common stock on
the conversion date was $1.00 per share.
8
(4) STOCKHOLDERS' EQUITY:
In February 2004, the Company issued 350,000 shares of its $0.001 par
value common stock in exchange for services valued at $63,000. These
shares were issued for consulting services and were valued at the fair
value of the stock at the time of issuance, which was $0.18 per share.
In April 2004, the Company issued 400,000 shares of its $0.001 par
value common stock in exchange for services valued at $400,000. These
shares were issued for business development services and were valued at
$1.00 per share, which was the fair market value of the shares at the
time of issuance.
(5) OTHER EVENTS:
On March 22, 2004 the Company entered into an agreement with
TransAmerica Corporation consenting not to use the service mark
"TransAmerican" or any other name confusingly similar to
"TransAmerica". The Company had until June 18, 2004 to change its name
and refrain from using material containing any references to the name
"TransAmerican". The Company has fully complied with the terms of the
settlement. Management believes that the change of the Company's name
will not have a material adverse effect on the current or future
activities of the Company.
(6) SUBSEQUENT EVENTS:
In February 2005, management of the Company was made aware of a
$300,000 arbitration award against the Company in favor of Mr. Khaled
Ben Suleiman Ben Ibrahim Al Salloum (Salloum), in Lebanon. In addition,
Salloum is pursuing a judgment against the Company to perfect the award
in the United States. In Lebanon, the Company initiated a criminal
charge for perjury by Salloum relative to the arbitration award and the
Company has been advised that the arbitration award has been set aside
pending conclusion of the criminal investigation. In the meantime,
Salloum persuaded a California judge to grant a summary judgment motion
against the Company. The Judgment has not been entered on that order.
The Company has defenses and believes it will prevail in overturning
the arbitration award.
In July 2005, a settlement and release agreement was entered into
between Uni Financial Group, Inc., Najib E. Choufani (collectively the
"Choufani Parties") and Michael Savage. The settlement related to
disputes between the Choufani Parties and Savage regarding the Choufani
Parties performance on two prior agreements with Savage. The Choufani
Parties and Savage were both shareholders in the Company and their
shares of common stock collectively represented at least fifty-one
percent of the Company. The Choufani Parties agreed to transfer all
remaining shares that they had any direct or indirect interest in
(consisting of 9,044,332 shares of common stock of the Company) to the
Company. The parties agreed such shares would be delivered to the
Company and/or its designees as they may direct. An entity controlled
by Savage was issued 2,890,166 of the common shares returned to the
Company.
In July 2005, the Company entered into an agreement to engage William
R. Barber to advise the company with respect to day to day operations
of the business of the Company effective August 1, 2005. Mr. Barber
reports to the Board of Directors and the Company's Board retains
authority and power to approve, disapprove and oversee the activities
of Mr. Barber. Capital Surplus Indemnity Limited, an entity controlled
by Mr. Barber, received 4,779,666 shares of the Company's common stock
for services to be rendered by Mr. Barber.
9
In December 2005, pursuant to a Special Meeting of the Board of
Directors (Board), the Board authorized 1,999,500 shares of the
Company's common stock to be issued to Settlement Reserves & Surplus,
Inc., an entity controlled by William R. Barber. The shares were issued
for Mr. Barber's previous provision of funding and offer to provide
additional funding from time to time on an as needed basis to the
Company. The Company has no other source of financing available to it
at this time. Funding will be at the sole discretion of Mr. Barber
depending on the circumstances at the time and on terms and conditions
to be determined each time an advance is made, and at Mr. Barber's
discretion may be secured by such assets of the Company as may be
available at the time. In the absence of other terms agreed upon at
such time as an advance is made, advances will be witnessed by demand
notes, and bear interest at the rate of six percent (6%) per annum.
Funding will be documented by a promissory note in form and content
satisfactory to the Company's attorney.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to reserves and financial operations. Management bases its estimates and
judgments on historical experiences and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of the Company's financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other sources,
primarily recording of assets and liabilities from related parties. These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our Annual
Report on Form 10KSB for the fiscal year ended December 31, 2003.
RESULTS OF OPERATIONS
Three months ended September 30, 2004 as compared to September 30, 2003.
REVENUES
The Company is a development stage company. There were no revenues for the three
months ended September 30, 2004 and September 30, 2003.
10
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and administrative expenses amounted to $5,469 for the three
months ended September 30, 2004, as compared to $203,567 at September 30, 2003.
The expenses resulted primarily from the cost incurred by the Company in the
ordinary course of business in its review of acquisition candidates. The
decrease in loss is attributed to the minimization of expenses by management as
the Company seeks an acquisition target.
LOSS FROM OPERATIONS
The Company incurred a loss from operations of $5,469 for the quarter ended
September 30, 2004 as compared to $203,567 at September 30, 2003.
NET LOSS
The Company had a net loss of $5,469 or $(0.00) per share for the three months
ended September 30, 2004 as compared to $215,681 or $(0.01) per share for the
three months ended September 30, 2003.
Nine months ended September 30, 2004 as compared to September 30, 2003.
REVENUES
The Company is a development stage company. There were no revenues for the nine
months ended September 30, 2004 and September 30, 2003.
GENERAL AND ADMINISTRATIVE EXPENSES
Total general and administrative expenses amounted to $589,839 for the nine
months ended September 30, 2004, as compared to $720,631 at September 30, 2003.
The expenses resulted primarily from the cost incurred by the Company in the
ordinary course of business in its review of acquisition candidates. $463,000 of
this expense results from the Company's shares issued for business development
services rendered.
LOSS FROM OPERATIONS
The Company incurred a loss from operations of $589,839 for the nine months
ended September 30, 2004 as compared to $720,631 at September 30, 2003.
NET LOSS
The Company had a net loss of $759,874 or $(0.04) per share for the nine months
ended September 30, 2004 as compared to $738,918 or $(0.04) per share for the
nine months ended September 30, 2003.
LIQUIDITY AND CAPITAL RESOURCES
Because the Company has no material operating revenues, it has attempted to
restrict administrative costs to minimal levels necessary to effect corporate
operations and securities filings. The Company's proposed activities would
require raising additional capital. There is no assurance that the additional
capital will be available. The Company's only officer and principal shareholder
has provided the Company with its financial resources. The shareholder has
agreed to provide continuous support to enable the Company to satisfy its
working capital until the Company changes control or it develops its own
business and revenues. Without outside funding the Company is solely dependent
upon its major shareholder. The Company has been exploring various alternatives
to raise new capital, but there can be no assurances that the Company will
ultimately be successful in this regard.
11
PLAN OF OPERATION
Management intends to search for operating opportunities through business
combinations or mergers with entities actively in a business that generates
revenues. In the interim, the Company will seek to minimize overhead. The
Company has not yet entered into any definitive agreements or understandings
with potential acquisitions as of September 30, 2004.
GENERAL BUSINESS PLAN
The Company's purpose is to seek and acquire an interest in business
opportunities presented by persons who or firms which desire to seek the
advantages of an Issuer who has complied with the 1934 Act. The Company's search
is not restricted to any specific business, industry, or geographic region and
it may participate in a business venture of any kind or nature. This discussion
of the proposed business is purposefully general and is not meant to restrict
our unlimited discretion to search for and enter into potential business
opportunities.
The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company. Management intends to
concentrate on identifying prospective business opportunities, which may be
brought to its attention through present associations with its officers and
directors, or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations; prospects for the future; nature of present
and expected competition; the quality and experience of management services
which may be available and the depth of that management; the potential for
further research, development, or exploration; specific risk factors not now
foreseeable but which may be anticipated to impact the proposed activities of
the Company the potential for growth or expansion; the potential for profit; the
public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors.
INVESTMENT COMPANY ACT OF 1940
Although the Company is subject to regulation under the Securities Act of 1933,
as amended, and the 1934 Act, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940 insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations, which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register as
an investment company and could incur significant registration and compliance
costs. The Company has obtained no formal determination from the Securities and
Exchange Commission as to the status of the Company under the investment Company
Act of 1940 and, consequently, any violation of such Act would subject the
Company to material adverse consequences. The Board of Directors unanimously
approved a resolution stating that it is the Company's desire to be exempt from
the Investment Company Act of 1940 under Regulation 3a-2 thereto.
THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exceptions.
Such exceptions include any equity security listed on NASDAQ and any equity
security issue by an issuer that has (i) net tangible assets of at least
12
$2,000,000, if such issuer has been in continuous operation for three years,
(ii) net tangible assets of at least $5,000,000, if such issuer has been in
continuous operations for less than three years, or (iii) average annual revenue
of at least $6,000,000, if such issuer has been in continuous operation for less
than three years. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with that
market.
ITEM 3. CONTROLS AND PROCEDURES
As required by SEC rules, the Company has evaluated the effectiveness of the
design and operations of our disclosure controls and procedures as of the end of
the period covered by this quarterly report. This evaluation was carried our
under the supervision and with the participation of the management, including
the principal executive officer. Based on this evaluation, the principal
executive officer has concluded that the design and operation of the disclosure
controls and procedures are effective. There were no significant changes to
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of the evaluation.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
On March 22, 2004 the Company entered into an agreement with TransAmerica
Corporation consenting not to use the service mark "TransAmerican" or any other
name confusingly similar to "TransAmerica". The Company had until June 18, 2004
to change its name and refrain from using material containing any references to
the name "TransAmerican". The Company has fully complied with the terms of the
settlement. Management believes that the change of the Company's name will not
have a material adverse effect on the current or future activities of the
Company.
In February 2005, management of the Company was made aware of a $300,000
arbitration award against the Company in favor of Mr. Khaled Ben Suleiman Ben
Ibrahim Al Salloum (Salloum), in Lebanon. In addition, Salloum is pursuing a
judgment against the Company to perfect the award in the United States. In
Lebanon, the Company initiated a criminal charge for perjury by Salloum relative
to the arbitration award and the Company has been advised that the arbitration
award has been set aside pending conclusion of the criminal investigation. In
the meantime, Salloum persuaded a California judge to grant a summary judgment
motion against the Company. The Judgment has not been entered on that order. The
Company has defenses and believes it will prevail in overturning the arbitration
award.
Management is aware of no other legal proceedings threatened or pending, except
such ordinary routine matters which may be incidental to the business currently
being conducted by the Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In February 2004, the Company issued 350,000 shares of its $0.001 par value
common stock in exchange for services valued at $63,000. These shares were
issued for consulting services and were valued at the fair value of the stock at
the time of issuance, which was $0.18 per share.
In April 2004, the Company issued 400,000 shares of its $0.001 par value common
stock in exchange for services valued at $400,000. These shares were issued for
business development services and were valued at $1.00 per share, which was the
fair market value of the shares at the time of issuance.
13
In July 2005, a settlement and release agreement was entered into between Uni
Financial Group, Inc. (Uni Financial), Najib E. Choufani (Choufani)
(collectively the "Choufani Parties") and Michael Savage ("Savage). The
settlement related to disputes between the Choufani Parties and Savage regarding
the Choufani Parties performance on two prior agreements with Savage. The
Choufani Parties and Savage were both shareholders in the Company and their
shares of common stock collectively represented at least fifty-one percent of
the Company. The Choufani Parties agreed to transfer all remaining shares that
they had any direct or indirect interest in (consisting of 9,044,332 shares of
common stock of the Company) to the Company. The parties agreed such shares
would be delivered to the Company and/or its designees as they may direct. An
entity controlled by Savage was issued 2,890,166 of the common shares returned
to the Company.
In July 2005, the Company entered into an agreement to engage William R. Barber
to advise the company with respect to day to day operations of the business of
the Company effective August 1, 2005. Mr. Barber reports to the Board of
Directors and the Company's Board retains authority and power to approve,
disapprove and oversee the activities of Mr. Barber. Capital Surplus Indemnity
Limited, an entity controlled by Mr. Barber, received 4,779,666 shares of the
Company's common stock for services to be rendered by Mr. Barber.
In December 2005, pursuant to a Special Meeting of the Board of Directors
(Board), the Board authorized 1,999,500 shares of the Company's common stock to
be issued to Settlement Reserves & Surplus, Inc., an entity controlled by
William R. Barber. The shares were issued for Mr. Barber's previous provision of
funding and offer to provide additional funding from time to time on an as
needed basis to the Company. The Company has no other source of financing
available to it at this time. Funding will be at the sole discretion of Mr.
Barber depending on the circumstances at the time and on terms and conditions to
be determined each time an advance is made, and at Mr. Barber's discretion may
be secured by such assets of the Company as may be available at the time. In the
absence of other terms agreed upon at such time as an advance is made, advances
will be witnessed by demand notes, and bear interest at the rate of six percent
(6%) per annum. Funding will be documented by a promissory note in form and
content satisfactory to the Company's attorney.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
In February of 2005, the Company's management resigned and Mr. Michael Savage
assumed the position of President and Chairman of the Company.
ITEM 6. EXHIBITS
31.1 Section 302 Certification
32.1 Section 906 Certification
14
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN HOLDING INVESTMENTS, INC.
Date: April 6, 2006 /s/ William Barber
------------------------
William Barber
President, Director
15