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AFRT - 1 for 250 R/S
13:30 09/01/2004 AFRT American Fire Retardant Corporation Common Stock AFRN American Fire Retardant Corporation New Common Stock 1-250 R
http://www.otcbb.com/asp/dailylist_detail.asp?d=08/31/2004&mkt_ctg=OTCBB
Try irafrc@aol.com
AFRT E-mail
Has anyone tried this e-mail:arft@4lfs.com?
I did, and I received a "failure notice".
I got this e-mail off the AFRT site:
http://search.netscape.com/ns/boomframe.jsp?query=American+Fire+Retardant&page=1&offset=1&am...
Thanks!
New website is up and running!!! I got a feeling this stock will fly high in the near future.
(just in my opinion)
Talked again with James Wheeler. He sounds positive the stock will recover.
American Fire Retardant and American Safety Products Announce Letter of Intent to sell GLOVEBOX to Their Master Distributor
Monday August 23, 9:15 am ET
SANTEE, Calif.--(BUSINESS WIRE)--Aug. 23, 2004--American Fire Retardant Corp. (OTCBB:AFRT - News), through its American Safety Products division, announced today that they have an agreement in place with PTS, Inc (OTCBB:PTSO - News) to sell GLOVEBOX® Inc., for a substantial profit.
PTS, Inc, who has a number of major clients, has received substantial interest in GLOVEBOX® over the past year and has signed distribution agreements throughout Asia. They expressed interest in the purchase of GLOVEBOX, Inc. earlier this year and have now entered into an agreement to purchase 100% of the company from American Safety Products and American Fire Retardant. The terms and conditions of the sale will be disclosed and closed in a definitive agreement within the next 90 days.
Mr. Chin, President of PTSO said, "I am excited that we have come to an agreement with American Safety Products, American Fire Retardant and GLOVEBOX, Inc. This is a product that is needed in all hospital and healthcare facilities and we at PTS have worked hard to pioneer the Asian market for this product."
Mr. James Wheeler, Vice President of Sales and Marketing of American Fire Retardant Corp., said, "This transaction will benefit the company and shareholders of American Fire Retardant, not only from the profit derived from the sale but by allowing us to stay focused on our core competencies and the growth mandate initiated by Mr. Stephen F. Owens." He added, "We have made tremendous progress this year in areas of debt reduction and have made strides towards overall profitability."
About American Fire Retardant Corporation
American Fire Retardant Corp. (OTCBB:AFRT - News), www.americanfireretardant.com, is in the business of developing, manufacturing and marketing a line of "Life Safety" products including interior and exterior fire retardants. American Fire Retardant Corp. and their American Safety Products Company also designs new technology for the Life Safety marketplace and the fire resistive applications that are being mandated by local, state and governmental agencies. Additionally, the company is active in the construction industry as sub-contractors for fire stop and fire film installations.
Safe Harbor for Forward-Looking Statements: Except for historical information contained herein, the statements in this news release are forward-looking statements that involve risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in the future periods to differ materially from forecasted results.
--------------------------------------------------------------------------------
Contact:
American Fire Retardant Corp.
James R. Wheeler, 619-258-3640
irafrc@aol.com
--------------------------------------------------------------------------------
Source: American Fire Retardant Corp.
Form 10QSB for AMERICAN FIRE RETARDANT CORP
--------------------------------------------------------------------------------
19-Aug-2004
Quarterly Report
Item 2. Management's Discussion and Analysis or Plan of Operations.
Forward-Looking Information
Much of the discussion in this Item is "forward looking" as that term is used in
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Actual operations and results may materially differ from present plans and projections due to changes in economic conditions, new business opportunities, changed business conditions, and other developments. Other factors that could cause results to differ materially are described in our filings with the Securities and Exchange Commission.
The following are factors that could cause actual results or events to differ materially from those anticipated, and include, but are not limited to general economic, financial and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders; and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow.
Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-QSB to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.
Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes contained in Item 1 of Part I of this Form 10-QSB, as well as the financial statements in Item 7 of Part II of our Form 10-KSB for the fiscal year ended December 31, 2003.
Management's Plan of Operation
We originally commenced operations as American Fire Retardant Corporation, a corporation organized under the laws of the State of Florida ("AFRC Florida") on November 20, 1992. Since 1993 we have undergone various changes in corporate structure and domicile. Ultimately, in March 1999 we completed the simplification of our corporate structure. All subsidiaries were merged into the parent and the parent was domiciled in the State of Nevada. We became American Fire Retardant Corp., a Nevada corporation.
We are a fire protection company that specializes in fire prevention and fire containment. We are in the business of developing, manufacturing and marketing a line of interior and exterior fire retardant chemicals and products and provide fire resistive finishing services through our Textile Processing Center for commercial users. We also design new technology for future fire resistive applications that are being mandated by local, state and governmental agencies and are active in the construction industry as subcontractors for firestop and firefilm installations and fireproofing applications.
We install fire stopping materials. Our fire stop crews work directly under the general, electrical, mechanical or plumbing contractors. We are also planning to enter the durable fire resistive fabric marketplace within the next two years.
Second Quarter Changes in Financial Conditions
The balance of current assets at December 31, 2003 was $692,046 compared to a balance of $2,284,610 at June 30, 2004. The balance of current liabilities was $3,330,231 and $1,233,939, respectively, for the same period. The resulting current ratio at December 31, 2003 was 0.21 to 1. The current ratio at June 30, 2004 was 1.85 to 1. The current ratio indicates that our ability to pay our obligations has significantly improved over the course of the second quarter of 2004.
The balance of accounts receivable at June 30, 2004 was $361,326, an increase of $51,375 from the period ended December 31, 2003. The receivables increased mainly due to the increase in sales from the construction job at the Miami International Airport
Results of Operations
For the three months ended June 30, 2004 compared to the three months ended June 30, 2003.
The Company's net sales decreased by $34,843 through June 30, 2004 compared to the same period in 2003. This is a decrease of 14.5% and is mainly due to the Company working one large job and decreasing other construction jobs while increasing sales of its fire retardant chemicals, including the paints and varnishes acquired in the NCFR purchase in the first quarter of 2004. The gross margin for the period in 2003 was 51.8% of sales compared to 65.9% for the same period in 2003. Management believes that the Company needs to establish itself as a major player in the fire retardant field in order to compete effectively and to that end acquired NCFR and is working to increase the sales of its fire retardant chemicals.
The Company's selling, general and administrative expenses increased by $4,883,473 or 151.8% for the period ended June 30, 2004 over the same period in 2003, mainly due to expenses incurred for consulting services and bonuses paid for with the Company's series A redeemable convertible preferred and common stock. Payroll expenses have increased by $260,096 for the three months ended June 30, 2004 or 348.6%, as compared with the same period in 2003.
Management is seeking to increase the Company's marketing efforts in the coming year. In particular, the Company is increasing its' marketing efforts in selling TreeSafe to the consumer. TreeSafe is a fire-retardant for Christmas trees that prevents them from combusting. However, the Company is also subject to the current economic decline and risks associated with the decline in the use of construction materials and fire retardant chemical products associated with the construction.
For the six months ended June 30, 2004 compared to the six months ended June 30, 2003.
The Company's net sales decreased by $314,855 through June 30, 2004 compared to the same period in 2003. This is a decrease of 39.7% and is due to the Company working one large job and decreasing other construction jobs while increasing sales of its fire retardant chemicals, including the paints and varnishes acquired in the NCFR purchase in the first quarter of 2004. The gross margin for the period in 2004 was 57.7% of sales compared to 60.8% for the same period in 2003. Management believes that the Company needs to establish itself as a major player in the fire retardant field in order to compete effectively and to that end acquired NCFR and is working to increase the sales of its fire retardant chemicals.
The Company's selling, general and administrative expenses increased by $5,389,334 or 122.6% for the period ended June 30, 2004 over the same period in 2003, mainly due to expenses incurred for consulting services and bonuses paid for with the Company's series A redeemable convertible preferred and common stock. Payroll expenses have increased by $134,903 for the year to date period or 40.5%, as compared with the same period in 2003. In June 2004, bonuses were paid to our president, Stephen F. Owens in the form of $125,000 in cash and 58,000,000 shares of series A redeemable convertible preferred stock valued at $1,334,000. The Company feels these bonuses are deserved as Mr. Owens had not received any salary for almost two years and has provided significant funds for the Company to continue its development and operations.
Management is seeking to increase the Company's marketing efforts in the coming year. However, the Company is subject to the current economic decline and risks associated with the decline in the use of construction materials and fire retardant chemical products associated with the construction.
Liquidity and Capital Resources
As discussed by our accountants in the audited financial statements included in Item 7 of Part II on our Form 10-KSB for the year ending December 31, 2003, our revenue is currently insufficient to cover our costs and expenses. We anticipate raising any necessary capital from outside investors coupled with bank or mezzanine lenders. As of the date of this report, we have not entered into any negotiations with any third parties to provide such capital.
We anticipate that our current financing strategy of private debt and equity offerings will meet our anticipated objectives and business operations for the next 12 months. However, if thereafter we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, there could be a material adverse effect on our business, results of operations, liquidity and financial condition. We will continue to evaluate opportunities for corporate development. Subject to our ability to obtain adequate financing at the applicable time, we may enter into definitive agreements on one or more of those opportunities.
At June 30, 2004, we had $2,284,610 in total current assets from which to pay our obligations. Our current liabilities total $1,233,939. At June 30, 2004, we had a cash balance of $1,342,320.
Cash flow provided from financing activities was $4,775,453 for the six months ended June 30, 2004. This was mainly from proceeds received from officers and employees for stock options exercised during this period. A majority of the proceeds were used for working capital, with $397,873 used to purchase fixed and other assets.
While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
NEWS today.
AFRT - American Fire Retardant and American Safety Products Announce Agreement with
Multicare Solutions, Inc.
Business Editors
SANTEE, Calif.--(BUSINESS WIRE)--Aug. 17, 2004--American Fire
Retardant Corp. (OTCBB:AFRT), through its American Safety Products
division, announced today that they have an agreement in place with
Multicare Solutions, Inc. to introduce the American Safety Products
line to their targeted healthcare and Life Safety products clients.
Andy Crespo formed Multicare Solutions Inc. in response to the
healthcare and Life Safety needs of the Hispanic and Latin markets in
the Bronx, New York area. The Hispanic and Latin markets in New York
and California have grown exponentially over the last decade and
require a special breed of sales and marketing person to capture
market share.
Jim Wheeler, vice president of Sales and Marketing for AFRC, said
that "Mr. Crespo is the right person for the job." And Mr. Wheeler
adds, "The needs of this community are very specialized and will
require a dynamic team of professionals and precise execution of the
plan to be successful. Mr. Crespo has proven his abilities for many
years and has made a commitment to build the AFRC and ASP brands in
the New York marketplace."
American Fire Retardant and American Safety Products now maintain
sales offices in Santee, Calif.; Las Vegas; Bronx, N.Y. and Seoul,
Korea. The company has a profitability strategy in place and has begun
execution of the plan that will prove to make 2004-2005 landmark years
for American Fire Retardant Corp., their subsidiaries and partner
companies.
About American Fire Retardant Corp.
American Fire Retardant Corp. (OTCBB:AFRT),
www.americanfireretardant.com, is in the business of developing,
manufacturing and marketing a line of "Life Safety" products including
interior and exterior fire retardants. American Fire Retardant Corp.
and their American Safety Products Company also designs new technology
for the Life Safety marketplace and the fire resistive applications
that are being mandated by local, state and governmental agencies.
Additionally, the company is active in the construction industry as
sub-contractors for fire stop and fire film installations.
Safe Harbor for Forward-Looking Statements: Except for historical
information contained herein, the statements in this news release are
forward-looking statements that involve risks and uncertainties and
are made pursuant to the safe harbor provisions of the Private
Securities Reform Act of 1995. Forward-looking statements involve
known and unknown risks and uncertainties, which may cause the
Company's actual results in the future periods to differ materially
from forecasted results.
--30--AC/sd*
CONTACT: American Fire Retardant Corp.
James R. Wheeler, 619-258-3640
irafrc@aol.com
KEYWORD: CALIFORNIA
INDUSTRY KEYWORD: RETAIL CONSUMER/HOUSEHOLD
SOURCE: American Fire Retardant Corp.
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Anyone heard anything on WESTINGHOUSE? Followup news on this early "JUNE". Never hapened. Tried looking into Westinghouse on the Search,but nothing. Sure is a lotta volume lately. I am in at .0035
and looking to bring it down more to .0015 or lower. Somethings gotta give here soon and i dont think IMHO another Reverse Split
will happen anytime soon. This daily MM Ping Pong is getting BORING!! Any Thoughts?
Rob
yeah...no offense meant at all. I'm in at .018 on the LAST pump-o-rama, and it tanked before I had the chance to bail. Then I started reading the history of R/S's, S8's, etc...
who the hell knows..if a decent 10q comes out and the PR machine jumps on it, I might make some of my money back before the end of the year's tax loss deadline hits :)
dave
Glad to hear you weren't referring to me. Just trying to supply news.
I'm in @.014 myself. A nice rise in PPS sure would be helpful. However it gets there!! I'll take it!
let the pump begin :)
(not by you..by AFRT).
AFRT - American Fire Retardant Corp. and American Safety Products Open Las Vegas Sales
Office
Business Editors
SAN DIEGO--(BUSINESS WIRE)--July 26, 2004--American Fire Retardant
Corp. (OTCBB:AFRT) announced today that it has opened a sales and
marketing office in Las Vegas, Nevada to support the increasing sales
from the casino, hospitality and commercial sector in that market.
James R. Wheeler, vice president of sales and marketing, said, "AFRC
has done business in Las Vegas for years and with the growth in the
market and the demand for Life Safety products on the rise, we need to
be there each and every day to capture market share."
American Fire Retardant and American Safety Products have nearly
100 patented or proprietary products to offer. With a presence in the
market and the new sales and support personnel we have added, we
intend to be Nevada's first choice for Fire and Life Safety products.
About American Fire Retardant Corp.
American Fire Retardant Corp. (OTCBB:AFRT) --
www.americanfireretardant.com, is in the business of developing,
manufacturing and marketing a line of interior and exterior fire
retardant products. American Fire Retardant Corp. also designs new
technology for future fire resistive applications that are being
mandated by local, state and governmental agencies. Additionally, the
company is active in the construction industry as sub-contractors for
fire stop and fire film installations.
Safe Harbor for Forward-Looking Statements: Except for historical
information contained herein, the statements in this news release are
forward-looking statements that involve risks and uncertainties and
are made pursuant to the safe harbor provisions of the Private
Securities Reform Act of 1995. Forward-looking statements involve
known and unknown risks and uncertainties, which may cause the
Company's actual results in the future periods to differ materially
from forecasted results.
--30--MTB/la*
CONTACT: American Fire Retardant Corp.
James R. Wheeler, 619-258-3640
E-mail: irafrc@aol.com
KEYWORD: NEVADA CALIFORNIA
INDUSTRY KEYWORD: BUILDING/CONSTRUCTION REAL ESTATE RETAIL
CONSUMER/HOUSEHOLD
SOURCE: American Fire Retardant Corp.
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Get breaking news from companies and organizations worldwide.
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Jul-26-2004 14:40 GMT
Symbols:
DE;YV2 US;AFRT
Source BW Business Wire
Categories:
MST/I/CHS MST/I/CON MST/I/HOU MST/I/REA MST/I/RTB MST/L/EN
well if u aint out by now god bless u! sold my shares a week ago,take what u have left and find u a winner!
I'm buying all I can!
well it held till close,will it keep going? did everyone see the p/r out today? what do my fellow investors think?
up 30% right now, its a start.
Sentiments seem to be good for highier price. But in reality, with S-8 Filed for 1 Billion shares, i think it is doubtful for the price to go up till dilution gets cleared.
I think this stock will go up much higher than 0.002. There will be an eye-catching run up, same as the one on May 18&19, but of course on a smaller scale. I hope this rally is just around the corner!!!
Just in my opinion
gone but not forgotten :)
For your sake, .02 would be GREAT!!!!!!!!!
geez dk thought u were gone for good,hang in there it has to get better someday. and yes i hope it does get back to .02, i really really do!since i got in at .0039.
gee..maybe it'll get back to .02 where I got sucked in on the last run..
That was fully expected and priced in!!! After the phone conversation with J.Wheeler I think AFRT is a bargain at this level(short term). I wait for a nice rally in the next couple of weeks.
Good luck to Everybody
spoke with wheeler myself tuesday,says r/s not in picture now or any time soon,maybe never. as far as orders,there working on it,near future,be patient their coming. i am still holding 1.2 mil shares with fingers crossed,praying too!
I talked to AFRT a week ago and my broker talked to them yesterday. James Wheeler reassured that they don't want to make another reverse split in the near future( we just made one three month ago, he said). When asked about the company, they want to improve the bottom line and increase stockholder value. They are also working on several new contracts.
I just pass this message to whoever would be interested.
Make your own opinion or call AFRT @619 258-3640
Did you the boards of Raging Bull? The worst adversity a company can face ,AFRT is facing it.
It is high time to evoke an interest by the MM's - The only way is to flash news about million dollr orders.
I beleive that with the fantastic positioning of AFRT with respect to TB603, Glove Box and other exciting partnerships, the management should consider order news one after another to put a stop to these bashers in the coming months .It should not talk about reverse split for 1 year till the revenue and image build up is done.
American Fire Retardant and American Safety Products Announce Agreement with Samaritan Healthcare Systems
Tuesday June 29, 9:15 am ET
SAN DIEGO--(BUSINESS WIRE)--June 29, 2004--American Safety Products, a division of American Fire Retardant Corp. (OTCBB:AFRT - News), announced today that they have signed an agreement with Samaritan Healthcare Systems Inc. to introduce the GLOVEBOX® to the U.S. healthcare community.
Samaritan Healthcare Systems was founded in 1990 by a group of healthcare professionals who recognized the change starting to take place in the development of healthcare programs into a managed care system. This revolution in the healthcare industry, which had taken root on the West Coast, was moving east. By 1992, Samaritan was well positioned to seize opportunities as the debate of the elections of 1992 heated regarding the model for healthcare reform that would be taking place in the future.
Samaritan Healthcare has a number of major clients, including the AFL-CIO and a number of Fortune 500 companies. The principal consultant for Samaritan Healthcare, Joseph P. O'Connor, has been actively involved in the healthcare industry - in both the private and public sectors - for over 20 years. He is the founder and president of Samaritan Healthcare Inc., a consulting organization, and he also serves as the liaison to the Catholic Diocese of New York for healthcare issues. He was the chief executive officer of American MedCare Inc. and a former deputy commissioner of Health and Hospital for the city of New York, the largest municipal hospital system in the country. He has been a Ford Foundation Fellow and served as a consultant to the President's Task Force on National Healthcare and to the state of New York and city of New York on healthcare reform.
O'Connor said: "I am honored and excited to be associated with American Safety Products, American Fire Retardant and the GLOVEBOX®. This is a product that is needed in all hospital and healthcare facilities and we at Samaritan Healthcare will do our part to establish distribution in the United States."
About American Fire Retardant Corp.
American Fire Retardant Corp. (OTCBB:AFRT - News) - www.americanfireretardant.com, is in the business of developing, manufacturing and marketing a line of interior and exterior fire retardant products. American Fire Retardant Corp. also designs new technology for future fire resistive applications that are being mandated by local, state and governmental agencies. Additionally, the company is active in the construction industry as sub-contractors for fire stop and fire film installations.
Safe Harbor for Forward-Looking Statements: Except for historical information contained herein, the statements in this news release are forward-looking statements that involve risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the company's actual results in the future periods to differ materially from forecasted results.
--------------------------------------------------------------------------------
Contact:
American Fire Retardant Corp.
James R. Wheeler, 619-258-3640
irafrc@aol.com
--------------------------------------------------------------------------------
Source: American Fire Retardant Corp.
http://biz.yahoo.com/bw/040629/295193_1.html
PRESS RELEASE HAVING ZERO EFFECT - PPS STILL DECLINING ON LOWER THAN USUAL VOLUME
http://finance.yahoo.com/q/bc?s=AFRT.OB&t=1d
Show me the money!!!
Why does this company report so many marketing agreements but fails to generate income?
Samaritan is a NY based big company.http://www.samaritanhealth.com/aboutus.php.
It looks like Mr Joseph P. O'Connor who was a consultant to them. It also states and look like he owns a Consulting company in the same name of Samaritan Healthcare inc. ( Joseph P. O'Connor, has been actively involved in the healthcare industry - in both the private and public sectors - for over 20 years. He is the founder and president of Samaritan Healthcare Inc., a consulting organization, and he also serves as the liaison to the Catholic Diocese of New York for healthcare issues)
AFRT is trying to tap his experience in this medical industry.
Again these are all attempts. We need to hear the orders.
i hope your right about .01 since i got in at .0039,no he would not go into details,sorry. call and see what u can get out of him.1-800-479-0449,jim wheeler v.p. he told me it would be like cheating if he told me more. good luck,seriously!
I am hoping to see 0.01 soon with more news on revenue stream. Did you hear anything "solid" revenue / orders ?. General discussions on growth strategy does not lift this. Our Fingers are not just crossed but tied too.
spoke with mr. wheeler again today,more news coming out in a couple days,did not talk like r/s was in near future, if at all. hold on good things are coming soon, thats the impression i got. holding 1.2 million shares with my fingers crossed!
Many are impatient. You see bashing everywhere. Companies with just internet tricks are trading more.This has real products and a good technologies and the right time for pick up. Wait for the banner news, you will see this going up.
SAN DIEGO, Jun 23, 2004 (BUSINESS WIRE) -- On a call with investment bankers, shareholders and management yesterday (June 22, 2004) James R. Wheeler, vice president of sales and marketing for American Fire Retardant Corp. (AFRT) discussed the growth of the American Safety Products division of AFRC and its impact on the future of the company.
In the conversation, Wheeler explained that American Safety Products has the personnel and resources to make the balance of this fiscal year a spectacular one. He began by recapping the accomplishments from December 2003 to present, which include the acquisition of NCFR and the completion of the R&D process for GLOVEBOX(R) with distribution agreements in place for China, Singapore, Malaysia and Thailand. There are also agreements in the works for distribution in the United States and a signed agreement with Relco to manufacture and distribute fire retardant products to the furniture and bedding industry. Wheeler said, "This should be a banner year." In the conversation it also became very clear that the acquisition of Wilson Marketing was a very strategic move for AFRC and American Safety Products. One of the Wilson products discussed was the HoodPac(R), a patented safety product that will be marketed in conjunction with other products of a major name-brand at most retail outlets.
Wheeler also said, "The American Safety Products division of AFRC has a team currently in Germany negotiating a European distribution agreement for both Tree Safe and 3-in-1 Hero and look forward to additional distribution agreements for the core product line of fire retardant chemicals and coatings."
Randy W. Betts, CFO of American Fire Retardant Corp., said, "Mr. Wheeler's optimism and enthusiasm are contagious. More importantly the reason for his optimism is the investment that AFRC has made over the past 12 months in technology and infrastructure. Some of that infrastructure includes the sales and marketing expertise of Mr. Wheeler, Mr. Wilson and Mr. Fawcett and their respective teams. Combine all of this with the fact that we have paid down a tremendous amount of debt and this year should prove to be a year of building for AFRC."
Wheeler concluded by saying, "AFRC and American Safety Products intend to become the leader in the new 'Life Safety' sector by being a fully integrated manufacture, contractor, installer and distributor of a complete line of consumer safety products."
Even if there is reverse split( as per company it will be anytime within 12 months), Do you think the price will be .0001 range. I am seeing lot of bashing in Raging bull and other boards.
Generally speaking any reverse split stocks trade that many times of reverse split. Examples, VRA. MRKL etc.
Any thoughts on how much it would trade at time of reverse split, considering the very positive out look in TB803, Glove Box etc?
you too. thanks for the heads up. sorry about your misfortune. I appreciate your objective info.
Best of luck to ya. Seriously. I hope you find some greener pastures.
That's it. Form PRE 14C OTHER PRELIMINARY INFORMATION STATEMENTS 2004-06-23
There are not any sec filings at the www.sec.gov website. I don't think there could be any more reliable info. What is your source?
http://www.sec.gov/cgi-bin/browse-edgar?company=American+Fire+&CIK=&filenum=&State=&...
Well,it's true I am new to investorshub. I try to find more feedback from other people about AFRT, since I invested some money in this company. Somehow it's not so easy to see what's going on. The last P/R I found was posted on pinksheets website but you can also try OTCBB site.(you can also check Allstocks.com's bulletin Board re:AFRT)
http://www.pinksheets.com/quote/news.jsp?symbol=AFRT
The P/R says that reverse split will occur within 12 months of the date of the information statement. So, we shouldn't be so worry right now but in the same time the reverse split would become effective on the date of filling of a certficate, which may happen really soon(July 02?). All this is very confusing!!! So, I appreciate if you can give me your opinion about it.
EFFECTIVE DATE
If the proposed grant of discretionary authority to implement a reverse split is approved and the board of directors elects to proceed with a reverse split, the split would become effective as of 5:00 p.m. Nevada time on the date of filing of a certificate of amendment to our articles of incorporation with the office of the Secretary of State of Nevada.
Electro spirogyro:
A few things: 1st, you were born today so I don't know your credibility or that of your info. 2nd, This is a sub... NOBODY should bet the farm on this!!! 3rd, If, and I stress if, this is correct and true, I hope the bastard rots in hell. I won't lose too much! ( I do see that the subbers don't like it)
Time will tell,
Naz
Here we go!!!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X]
FILED BY PARTY OTHER THAN THE REGISTRANT [_]
CHECK THE APPROPRIATE BOX:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[_] Definitive Information Statement
AMERICAN FIRE RETARDANT CORP.
(Name of Registrant as specified in its charter)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant to exchange act rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by exchange act rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
--------------------------------------------------------------------------------
AMERICAN FIRE RETARDANT CORP.
9316 WHEATLANDS ROAD, SUITE C
SANTEE, CALIFORNIA 92071
TELEPHONE (619) 258-3640
July 2, 2004
To Our Stockholders:
The purpose of this information statement is to inform the holders of record of shares of our common stock and preferred stock as of the close of business on the record date, June 16, 2004 that our board of directors has recommended, and that a majority of our stockholders intend to vote in favor of resolutions which will:
- Amend our articles of incorporation to increase the number of our authorized shares of common stock to 9,800,000,000; and
- Grant discretionary authority to our board of directors to amend our articles of incorporation to effect a reverse stock split of our common stock on the basis of one post-consolidation share for up to each 250 pre-consolidation shares to occur at some time within 12 months of the date of this information statement, with the exact time of the reverse split to be determined by the board of directors.
Our board of directors believes that our current capital structure is inadequate for our present and future needs. Moreover, our directors believe that the adjustments to our capital structure will create additional benefits to us, including enabling us to package more attractive securities offerings through the use of common and preferred classes and providing us with the opportunity to finance selected commercial transactions without having to deplete working capital. Our board of directors has adopted resolutions to amend our articles of incorporation, attached hereto as Attachment A, and recommended the amendment for the approval of our stockholders.
If the amendment is approved by a majority of the total number of shares of common stock issued and outstanding and entitled to vote on the matter, an amendment to our articles of incorporation will be filed by our proper officers.
We have a consenting stockholder, Stephen F. Owens, our president and director, who holds 140 shares of our common stock and 100,000,000 shares of our preferred stock. Mr. Owens will vote in favor of the proposed amendment to our articles of incorporation. Mr. Owens will have the power to pass the proposed amendment without the concurrence of any of our other stockholders.
Pursuant to our Amended Certificate of Designation Establishing Series A Preferred Stock, each share of our currently issued and outstanding Series A preferred stock may be converted into 10 fully paid and nonassessable shares of our common stock. On all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the Series A preferred stock shall be entitled to the number of votes on such matters equal to the number of shares of the Series A preferred stock held by such holder multiplied by the number of shares of the common stock each such share of the Series A preferred stock shall then be convertible. Therefore, Mr. Owens will have the power to vote 1,000,000,140 shares of the common stock, which number exceeds the majority of the issued and outstanding shares of the common stock on the record date.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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This information statement is being mailed on or about July 2, 2004 to all stockholders of record as of June 16, 2004.
We appreciate your continued interest in American Fire Retardant Corp.
Very truly yours,
/s/ Stephen F. Owens
Stephen F. Owens
President
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AMERICAN FIRE RETARDANT CORP.
9316 WHEATLANDS ROAD, SUITE C
SANTEE, CALIFORNIA 92071
TELEPHONE (619) 258-3640
INFORMATION STATEMENT
This information statement is furnished to the holders of record at the close of business on June 16, 2004, the record date, of the outstanding common stock of American Fire Retardant Corp., pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, in connection with an action that holders of the majority of the votes of our stock intend to take by written consent on July 22, 2004, to vote in favor of resolutions which will:
- Amend our articles of incorporation to increase the number of our authorized shares of common stock to 9,800,000,000; and
- Grant discretionary authority to our board of directors to amend our articles of incorporation to effect a reverse stock split of our common stock on the basis of one post-consolidation share for up to each 250 pre-consolidation shares to occur at some time within 12 months of the date of this information statement, with the exact time of the reverse split to be determined by the board of directors.
This information statement will be sent on or about July 2, 2004 to our stockholders of record who do not sign the majority written consent described herein.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.
VOTING SECURITIES
In accordance with our bylaws, our board of directors has fixed the close of business on June 16, 2004 as the record date for determining the stockholders entitled to notice of the above noted action. The approval of the proposed amendment to our articles of incorporation requires the affirmative vote of a majority of the shares of our common stock issued and outstanding as of the record date at the time the vote is taken. As of the record date, 1,782,697,590 shares of the common stock were issued and outstanding and 100,000,000 shares of the preferred stock were issued and outstanding. Each share of the common stock outstanding entitles the holder to one vote on all matters brought before the common stockholders. Each share of preferred stock entitled the holder to one vote on all matters brought before the preferred stockholders and 10 votes on all matters brought before the common stockholders. The quorum necessary to conduct business of the stockholders consists of a majority of the shares of the common and preferred stock issued and outstanding as of the record date.
We have a consenting stockholder, Stephen F. Owens, our president and director, who holds 140 shares of our common stock and 100,000,000 shares of our preferred stock. Mr. Owens will vote in favor of the proposed amendment to our articles of incorporation. Mr. Owens will have the power to pass the proposed amendment without the concurrence of any of our other stockholders.
Pursuant to our Amended Certificate of Designation Establishing Series A Preferred Stock, each share of our currently issued and outstanding Series A preferred stock may be converted into 10 fully paid and nonassessable shares of our common stock. On all matters submitted to a vote of the holders of the common stock, including, without limitation, the election of directors, a holder of shares of the Series A preferred stock shall be entitled to the number of votes on such matters equal to the number of shares of the Series A preferred stock held by such holder multiplied by the number of shares of the common stock each such share of the Series A preferred stock shall then be convertible. Therefore, Mr. Owens will have the power to vote 1,000,000,140 shares of the common stock, which number exceeds the majority of the issued and outstanding shares of the common stock on the record date.
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ACCORDINGLY, WE ARE NOT ASKING OUR STOCKHOLDERS FOR A PROXY AND
STOCKHOLDERS ARE REQUESTED NOT TO SEND A PROXY.
DISTRIBUTION AND COSTS
We will pay all costs associated with the distribution of this information statement, including the costs of printing and mailing. In addition, we will only deliver one information statement to multiple security holders sharing an address, unless we have received contrary instructions from one or more of the security holders. Also, we will promptly deliver a separate copy of this information statement and future stockholder communication documents to any security holder at a shared address to which a single copy of this information statement was delivered, or deliver a single copy of this information statement and future stockholder communication documents to any security holder or holders sharing an address to which multiple copies are now delivered, upon written request to us at our address noted above.
Security holders may also address future requests regarding delivery of information statements and/or annual reports by contacting us at the address noted above.
DISSENTERS' RIGHT OF APPRAISAL
No action will be taken in connection with the proposed amendment to our articles of incorporation by our board of directors or the voting stockholders for which Nevada law, our articles of incorporation or bylaws provide a right of a stockholder to dissent and obtain appraisal of or payment for such stockholder's shares.
BACKGROUND
We originally commenced operations as American Fire Retardant Corporation, a corporation organized under the laws of the State of Florida ("AFRC Florida") on November 20, 1992. Since 1993 we have undergone various changes in corporate structure and domicile. Ultimately, in March 1999 we completed the simplification of our corporate structure. All subsidiaries were merged into the parent and the parent was domiciled in the State of Nevada. We became American Fire Retardant Corp., a Nevada corporation. We specialize in fire prevention services and products.
SUMMARY OF THE AMENDMENT TO THE ARTICLES OF INCORPORATION
Our board of directors has adopted, subject to the approval of our stockholders, an amendment to our articles of incorporation, a copy of which is attached hereto as Exhibit 1 to Attachment A to this Information Statement. The following description of the amendment is qualified by reference to the full text of the amendment.
The primary effect of the amendment would be to increase the number of authorized shares of our common stock from 1,980,000,000 shares to 9,800,000,000 shares.
Our present capital structure authorizes 1,980,000,000 shares of common stock, par value $0.001 per share and 1,000,000,000 shares of preferred stock. The board of directors believes this capital structure is inadequate for our present and future needs. Therefore, the board has approved the amendment of our articles of incorporation to increase the authorized number of shares of common stock to 9,800,000,000 shares.
The following is a summary of the material matters relating to our common stock.
COMMON STOCK
Presently, the holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of our stockholders, including the election of directors. Our common stockholders do not have cumulative voting rights. Subject to preferences that may be applicable to any then outstanding series of our preferred stock, holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of legally available funds. In the event of the liquidation, dissolution, or
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winding up of American Fire Retardant Corp., the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to our stockholders after the payment of all our debts and other liabilities, subject to the prior rights of any series of our preferred stock then outstanding.
The holders of our common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to our common stock. The amendment would not alter or modify any preemptive right of holders of our common stock to acquire our shares, which is denied, or effect any change in our common stock, other than the number of authorized shares.
PURPOSE OF AUTHORIZING ADDITIONAL COMMON STOCK
Authorizing an additional 7,820,000,000 shares of common stock would give our board of directors the express authority, without further action of the stockholders, to issue common stock from time to time as the board deems necessary. The board of directors believes it is necessary to have the ability to issue such additional shares of common stock for general corporate purposes. Potential uses of the additional authorized shares may include equity financings, issuance of options, acquisition transactions, stock dividends or distributions, without further action by the stockholders, unless such action were specifically required by applicable law or rules of any stock exchange or similar system on which our securities may then be listed.
The proposed increase in the authorized number of shares of common stock could have a number of effects on our stockholders depending upon the exact nature and circumstances of any actual issuance of authorized but unissued shares. The increase could have an anti-takeover effect, in that the additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of American Fire Retardant Corp. more difficult. For example, additional shares could be issued by us so as to dilute the stock ownership or voting rights of persons seeking to obtain control of American Fire Retardant Corp.
The proposed increase in the authorized shares of our common stock is not being made by us in response to any known accumulation of shares or threatened takeover. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. In addition, an issuance of additional shares by us could have an effect on the potential realizable value of a stockholder's investment.
In the absence of a proportionate increase in our earnings and book value, an increase in the aggregate number of our outstanding shares caused by the issuance of the additional shares would dilute the earnings per share and book value per share of all outstanding shares of our common stock. If such factors were reflected in the price per share of common stock, the potential realizable value of the stockholder's investment could be adversely affected.
VOTE REQUIRED
The affirmative vote of a majority of the total number of shares of our issued and outstanding capital stock is required to approve the amendment to our articles of incorporation in connection with the increase in our authorized common shares.
Our board of directors recommends that stockholders vote FOR the approval of the amendment to our articles of incorporation. The proposed amendment of our articles of incorporation was approved by a vote of our directors on June 21, 2004.
GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS TO AMEND OUR
ARTICLES OF INCORPORATION TO EFFECT A ONE FOR UP TO 250 REVERSE STOCK SPLIT
Our board of directors has adopted a resolution to seek stockholder approval to grant the board discretionary authority to amend our articles of incorporation to affect a reverse split for the purpose of increasing
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the market price of our common stock. The reverse split exchange ratio that the board of directors approved and deemed advisable and for which it is seeking stockholder approval is a one post-consolidation share for up to each 250 pre-consolidation shares, with the reverse split to occur within 12 months of the date of this information statement, the exact time of the reverse split to be determined by the directors in their discretion. Approval of this proposal would give the board authority to implement the reverse split at any time it determined the split to be advisable within 12 months of the date of this information statement. In addition, approval of this proposal would also give the board authority to decline to implement a reverse split.
Our board of directors believes that stockholder approval of a range for the exchange ratio of the reverse split (as contrasted with approval of a specified ratio of the split) provides the board of directors with maximum flexibility to achieve the purposes of a stock split and, therefore, is in the best interests of our stockholders. The actual ratio for implementation of the reverse split would be determined by our board of directors based upon its evaluation as to what ratio of pre-consolidation shares to post-consolidation shares would be most advantageous to us and our stockholders.
Our board of directors also believes that stockholder approval of a twelve-month range for the effectuation of the reverse split (as contrasted with approval of a specified time of the split) provides the board of directors with maximum flexibility to achieve the purposes of a stock split and, therefore, is in our best interests and our stockholders. The actual timing for implementation of the reverse split would be determined by our board of directors based upon its evaluation as to when and whether such action would be most advantageous to us and our stockholders.
If you approve the grant of discretionary authority to our board of directors to implement a reverse split and the board of directors decides to implement the reverse split, we will file a certificate of amendment to our articles of incorporation with the Secretary of State of Nevada which will effect a reverse split of our then issued and outstanding common stock at the specific ratio set by the board.
The board of directors believes that the higher share price that might initially result from the reverse stock split could help generate interest in American Fire Retardant Corp. among investors and thereby assist us in raising future capital to fund its operations or make acquisitions.
Stockholders should note that the effect of the reverse split upon the market price for our common stock cannot be accurately predicted. In particular, there is no assurance that prices for shares of our common stock after a reverse split will be 250 times greater than the price for shares of our common stock immediately prior to the reverse split. Furthermore, there can be no assurance that the market price of our common stock immediately after a reverse split will be maintained for any period of time. Moreover, because some investors may view the reverse split negatively, there can be no assurance that the reverse split will not adversely impact the market price of our common stock or, alternatively, that the market price following the reverse split will either exceed or remain in excess of the current market price.
EFFECT OF THE REVERSE SPLIT
The reverse split would not affect the registration of our common stock under the Securities Exchange Act of 1934, as amended, nor will it change our periodic reporting and other obligations thereunder.
The voting and other rights of the holders of our common stock would not be affected by the reverse split (other than as a result of the payment of cash in lieu of fractional shares as described below). For example, a holder of 0.5 percent of the voting power of the outstanding shares of our common stock immediately prior to the effective time of the reverse split would continue to hold 0.5 percent of the voting power of the outstanding shares of our common stock after the reverse split. The number of stockholders of record would not be affected by the reverse split (except to the extent that any stockholder holds only a fractional share interest and receives cash for such interest).
The authorized number of shares of our common stock and the par value of our common stock under our articles of incorporation would remain the same following the effective time of the reverse split.
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The number of shares of our common stock issued and outstanding would be reduced following the effective time of the reverse split in accordance with the following formula: up to 250 shares of our common stock owned by a stockholder will automatically be changed into and become one new share of our common stock, with up to 250 being equal to the exchange ratio as determined by our board of directors.
We currently have no intention of going private, and this proposed reverse stock split is not intended to be a first step in a going private transaction and will not have the effect of a going private transaction covered by Rule 13e-3 of the Exchange Act. Moreover, the proposed reverse stock split does not increase the risk of us becoming a private company in the future. We will continue to be subject to the periodic reporting requirements of the Exchange Act following the reverse split of our common stock.
CASH PAYMENT IN LIEU OF FRACTIONAL SHARES
In lieu of any fractional shares to which a holder of our common stock would otherwise be entitled as a result of the reverse split, we shall pay cash equal to such fraction multiplied by the average of the high and low trading prices of our common stock on the OTCBB during regular trading hours for the five trading days immediately preceding the effectiveness of the reverse split.
FEDERAL INCOME TAX CONSEQUENCES
We will not recognize any gain or loss as a result of the reverse split.
The following description of the material federal income tax consequences of the reverse split to our stockholders is based on the Internal Revenue Code of 1986, as amended, applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices as in effect on the date of this information statement. Changes to the laws could alter the tax consequences described below, possibly with retroactive effect. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of the reverse split. This discussion is for general information only and does not discuss the tax consequences that may apply to special classes of taxpayers (e.g., non-residents of the United States, broker/dealers or insurance companies). The state and local tax consequences of the reverse split may vary significantly as to each stockholder, depending upon the jurisdiction in which such stockholder resides. You are urged to consult your own tax advisors to determine the particular consequences to you.
In general, the federal income tax consequences of the reverse split will vary among stockholders depending upon whether they receive cash for fractional shares or solely a reduced number of shares of our common stock in exchange for their old shares of our common stock. We believe that the likely federal income tax effects of the reverse split will be that a stockholder who receives solely a reduced number of shares of our common stock will not recognize gain or loss. With respect to a reverse split, such a stockholder's basis in the reduced number of shares of our common stock will equal the stockholder's basis in its old shares of our common stock. A stockholder who receives cash in lieu of a fractional share as a result of the reverse stock split will generally be treated as having received the payment as a distribution in redemption of the fractional share, as provided in Section 302(a) of the Code, which distribution will be taxed as either a distribution under Section 301 of the Code or an exchange to such stockholder, depending on that stockholder's particular facts and circumstances. Generally, a stockholder receiving such a payment should recognize gain or loss equal to the difference, if any, between the amount of cash received and the stockholder's basis in the fractional share. In the aggregate, such a stockholder's basis in the reduced number of shares of our common stock will equal the stockholder's basis in its old shares of our common stock decreased by the basis allocated to the fractional share for which such stockholder is entitled to receive cash, and the holding period of the post-effective reverse split shares received will include the holding period of the pre-effective reverse split shares exchanged.
EFFECTIVE DATE
If the proposed grant of discretionary authority to implement a reverse split is approved and the board of directors elects to proceed with a reverse split, the split would become effective as of 5:00 p.m. Nevada time on the
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date of filing of a certificate of amendment to our articles of incorporation with the office of the Secretary of State of Nevada. Except as explained below with respect to fractional shares, on such date, all shares of our common stock that were issued and outstanding immediately prior thereto will be, automatically and without any action on the part of the stockholders, converted into new shares of our common stock in accordance with one for up to 250 exchange ratio as determined by our directors.
RISKS ASSOCIATED WITH THE REVERSE SPLIT
This information statement includes forward-looking statements including statements regarding our intent to solicit approval of a reverse split, the timing of the proposed reverse split and the potential benefits of a reverse split, including, but not limited to, increase investor interest and the potential for a higher stock price. The words "believe," "expect," "will," "may" and similar phrases are intended to identify such forward-looking statements. Such statements reflect our current views and assumptions, and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. These risks include: we may not have sufficient resources to continue as a going concern; any significant downturn in our industry or in general business conditions would likely result in a reduction of demand for our products and would be detrimental to our business; we will be unable to achieve profitable operations unless we increase quarterly revenues or make further cost reductions, a loss of or decrease in purchases by one of our significant customers could materially and adversely affect our revenues and profitability, the loss of key personnel could have a material adverse effect on our business; the large number of shares available for future sale could adversely affect the price of our common stock; and the volatility of our stock price. For a discussion of these and other risk factors, see our annual report on Form 10-KSB for the year ended December 31, 2003 and other filings with the Securities and Exchange Commission.
VOTE REQUIRED
The affirmative vote of a majority of the total number of shares of our issued and outstanding capital stock is required to approve grant of authority to our directors to effect a reverse split of our common stock at a future time and ratio which will be determined by our directors.
Our board of directors recommends that stockholders vote FOR the approval of the grant of discretionary authority to our directors to implement a reverse stock split. The resolution approving the grant of discretionary authority to our directors to implement a reverse stock split was approved by a vote of our directors on June 21, 2004.
Information regarding the beneficial ownership of our common stock by management and the board of directors is noted below.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding the beneficial ownership of all shares of our common stock as of the record date, by:
- Each person who beneficially owns more than five percent of the outstanding shares of our common stock;
- Each person who beneficially owns outstanding shares of our preferred stock;
- Each of our directors;
- Each named executive officer; and
- All directors and officers as a group.
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COMMON STOCK BENEFICIALLY PREFERRED STOCK BENEFICIALLY
OWNED (2) OWNED(2)
--------------------------- ------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER PERCENT NUMBER PERCENT
----------------------------------------------------- ------------ ------------- --------------- -------------
Stephen F. Owens (3) . . . . . . . . . . . . . . . . . 140 * 100,000,000 100
Raoul L. Carroll (4) . . . . . . . . . . . . . . . . . 2 * 0 0
Randy W. Betts (5) . . . . . . . . . . . . . . . . . . 2 * 0 0
------------ ------------- --------------- -------------
All directors and officers as a group (three persons) . 144 * 100,000,000 100
============ ============= =============== =============
---------------
* Less than one percent
(1) Unless otherwise indicated, the address for each of these stockholders is
c/o American Fire Retardant Corp., 9316 Wheatlands Road, Suite C, Santee,
California 92071. Also, unless otherwise indicated, each person named in
the table above has the sole voting and investment power with respect to
the shares of our common and/or preferred stock which he beneficially owns.
(2) Beneficial ownership is determined in accordance with the rules of the SEC.
The total number of outstanding shares of the common stock on the record
date is 1,782,697,590 and the total number of outstanding shares of
preferred stock on the record date is 100,000,000.
(3) Mr. Owens is our president and a director. He owns 140 shares of our common
stock and 100,000,000 shares of our preferred stock. Pursuant to our
Amended Certificate of Designation Establishing Series A Preferred Stock,
each share of our currently issued and outstanding Series A preferred stock
may be converted into 10 fully paid and nonassessable shares of our common
stock. On all matters submitted to a vote of the holders of the common
stock, including, without limitation, the election of directors, a holder
of shares of the Series A preferred stock shall be entitled to the number
of votes on such matters equal to the number of shares of the Series A
preferred stock held by such holder multiplied by the number of shares of
the common stock each such share of the Series A preferred stock shall then
be convertible. Therefore, Mr. Owens will have the power to vote
1,000,000,140 shares of the common stock.
(4) Mr. Carroll is our CEO and director. He owns two shares of our common
stock.
(5) Mr. Betts is our secretary and director. He owns two shares of our common
stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10 percent of a registered class of our equity securities, file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors and greater than 10 percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. All such persons have filed all required reports.
DOCUMENTS INCORPORATED BY REFERENCE
Our Annual Report on Form 10-KSB for the year ended December 31, 2003 and financial information from our Quarterly Report for the period ended March 31, 2004 are incorporated herein by reference.
COPIES OF ANNUAL AND QUARTERLY REPORTS
We will furnish a copy of our Annual Report on Form 10-KSB for the year ended December 31, 2003 and a copy of our Quarterly Report for the period ended March 31, 2004, and any exhibit referred to therein without charge to each person to whom this information statement is delivered upon written or oral request by first class mail or other equally prompt means within one business day of receipt of such request. Any request should be directed to our corporate secretary at 9316 Wheatlands Road, Suite C, Santee, California 92071, telephone
(619) 258-3640.
By Order of the board of directors,
/s/ Stephen F. Owens
Stephen F. Owens,
President
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Attachment A
RESOLUTIONS PROPOSING AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF AMERICAN FIRE RETARDANT CORP.
(the "Company")
RESOLVED, that the amendment to the Company's Articles of Incorporation increasing the number of authorized shares of common stock to 9,800,000,000 shares; is hereby adopted and approved in all respects; and
RESOLVED FURTHER, that the adoption of the Certificate of Amendment to the Articles of Incorporation of the Company in the form attached hereto as Exhibit 1 be, and hereby is, approved in all respects; and
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RESOLVED FURTHER, that the directors are hereby granted discretionary authority to amend the Company's Articles of Incorporation to effect a one for up to 250 reverse split of the Company's common stock to occur within 12 months of the Company's information statement on Schedule 14C, with the exact time and ratio of the reverse split to be determined by the directors within their discretion, and
RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed, for and on behalf of the Company, to take any and all actions, to perform all such acts and things, to execute, file, deliver or record in the name and on behalf of the Company, all such instruments, agreements, or other documents, and to make all such payments as they, in their judgment, or in the judgment of any one or more of them, may deem necessary, advisable or appropriate in order to carry out the transactions contemplated by the foregoing resolutions
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Exhibit 1
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
AMERICAN FIRE RETARDANT CORP.
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DEAN HELLER
SECRETARY OF STATE
[GRAPHIC OMITTED] 204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775) 684 5708
WEBSITE: SECRETARYOFSTATE.BIZ
-----------------------------------------------
/ Certificate of Amendment /
/ (PURSUANT TO NRS 78,385 and 78.390) /
-----------------------------------------------
Important: Read attached instructions ABOVE SPACE IS FOR OFFICE USE ONLY before completing form.
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT
CORPORATIONS
(PURSUANT TO NRS 78,385 AND 78.390 - AFTER ISSUANCE OF STOCK)
1. Name of corporation:
AMERICAN FIRE RETARDANT CORP.
2. The articles have been amended as follows provide article numbers, if available):
Paragraph 1 of Article III, as previously amended, is hereby further amended to read in its entirety as follows:
"1. Authorized Stock. The total number of shares which the Company shall have authority to issue is 10,300,000,000, consisting of 9,800,000,000 shares of common stock, par value $0.001 per share (the "Common Stock"), and 500,000,000 I shares of preferred stock, par value $0.001 per share (the "Preferred Stock")."
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: 1,000,000,140 shares of common stock
4. Effective date of filing (optional):
(must not be later than 90 days after the certificate is filed)
5. Officer Signature (required):
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate Nevada Secretary of State
fees. See attached fee schedule. AM 78.385 Amend 2003
Revised on: 11/03/03
I don't know where the rumor came from on the R/S, but, I could not find it anywhere, official. Just from some one's post. Nothing alluded too it in the PR. I think that this is just somebody's idea of a reason to get others to dump so they can get back in!!! Where's the proof??
Naz
Any info,opinion or ideas about when the next reverse split will happen?
sometimes I can't resist. Just saw the other post and thought it relevant. I've got no position here anymore, after losing everything I put into it (my own fault...didn't sell fast enough when the tankage began.)
Sorry..there's no second identity at all. It's just me. Feel free to PM the other dude to confirm. I'm SO not him.
I appreciate your info DK Gross. You held true to your word that you would stop posting erroneous info. Your use of a link that happens to be your second identity only further proves your shady character. Do you have any reliable info to support your claims. If you do I would like to give an advanced apology to you.
MORE NEW$- RAN BIGGEST 2ND DAY LAST TIME
American Fire Retardant Corp. Discusses Growth of American Safety Products
Wednesday June 23, 9:15 am ET
SAN DIEGO--(BUSINESS WIRE)--June 23, 2004--On a call with investment bankers, shareholders and management yesterday (June 22, 2004) James R. Wheeler, vice president of sales and marketing for American Fire Retardant Corp. (AFRT) discussed the growth of the American Safety Products division of AFRC and its impact on the future of the company.
In the conversation, Wheeler explained that American Safety Products has the personnel and resources to make the balance of this fiscal year a spectacular one. He began by recapping the accomplishments from December 2003 to present, which include the acquisition of NCFR and the completion of the R&D process for GLOVEBOX® with distribution agreements in place for China, Singapore, Malaysia and Thailand. There are also agreements in the works for distribution in the United States and a signed agreement with Relco to manufacture and distribute fire retardant products to the furniture and bedding industry. Wheeler said, "This should be a banner year." In the conversation it also became very clear that the acquisition of Wilson Marketing was a very strategic move for AFRC and American Safety Products. One of the Wilson products discussed was the HoodPac®, a patented safety product that will be marketed in conjunction with other products of a major name-brand at most retail outlets.
Wheeler also said, "The American Safety Products division of AFRC has a team currently in Germany negotiating a European distribution agreement for both Tree Safe and 3-in-1 Hero and look forward to additional distribution agreements for the core product line of fire retardant chemicals and coatings."
Randy W. Betts, CFO of American Fire Retardant Corp., said, "Mr. Wheeler's optimism and enthusiasm are contagious. More importantly the reason for his optimism is the investment that AFRC has made over the past 12 months in technology and infrastructure. Some of that infrastructure includes the sales and marketing expertise of Mr. Wheeler, Mr. Wilson and Mr. Fawcett and their respective teams. Combine all of this with the fact that we have paid down a tremendous amount of debt and this year should prove to be a year of building for AFRC."
Wheeler concluded by saying, "AFRC and American Safety Products intend to become the leader in the new 'Life Safety' sector by being a fully integrated manufacture, contractor, installer and distributor of a complete line of consumer safety products."
About American Fire Retardant Corp.
American Fire Retardant Corp. (OTCBB:AFRT - News), www.americanfireretardant.com, is in the business of developing, manufacturing and marketing a line of interior and exterior fire retardant products. American Fire Retardant Corp. also designs new technology for future fire resistive applications that are being mandated by local, state and governmental agencies. Additionally, the company is active in the construction industry as sub-contractors for fire stop and fire film installations.
Safe Harbor for Forward-Looking Statements: Except for historical information contained herein, the statements in this news release are forward-looking statements that involve risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in the future periods to differ materially from forecasted results.
--------------------------------------------------------------------------------
Contact:
American Fire Retardant Corp.
James R. Wheeler, 619-258-3640
irafrc@aol.com
http://biz.yahoo.com/bw/040623/235210_1.html
NEWS YESTERDAY, TUESDAY:
American Safety Products, an American Fire Retardant Company, Announces GLOVEBOX is Ready for Distribution
Tuesday June 22, 11:38 am ET
SAN DIEGO--(BUSINESS WIRE)--June 22, 2004--American Safety Products, an American Fire Retardant Corp. (OTCBB:AFRT - News) company, today announced that the GLOVEBOX® is ready for global distribution. Three demonstration units are on display at the AFRC Santee facility and another has been shipped to the Asian market licensee for demonstrations in Asia.
Mr. James R. Wheeler, vice president of sales and marketing of American Fire Retardant Corp., said, "I am delighted that the GLOVEBOX® will now be available for shipment and we can continue the process of identifying National and additional Global distributors." Mr. Wheeler concluded by saying, "It is gratifying to know that after years of research and development the GLOVEBOX® has come to fruition and is being recognized as a viable solution to the spread of contagious diseases."
This milestone represents another significant and strategic step for American Safety Products and American Fire Retardant Corp.'s previously stated plan to make GLOVEBOX® available through a variety of non-exclusive distribution channels. This plan includes continued support of the GLOVEBOX® brand which includes food service studies and other in-field testing for GLOVEBOX® and its uses.
About American Fire Retardant Corp.
American Fire Retardant Corp. (OTCBB:AFRT - News) -- www.americanfireretardant.com, is in the business of developing, manufacturing and marketing a line of interior and exterior fire retardant products. American Fire Retardant Corp. also designs new technology for future fire resistive applications that are being mandated by local, state and governmental agencies. Additionally, the company is active in the construction industry as sub-contractors for fire stop and fire film installations.
Safe Harbor for Forward-Looking Statements: Except for historical information contained herein, the statements in this news release are forward-looking statements that involve risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in the future periods to differ materially from forecasted results.
-------------------------------------------------------------------
Contact:
American Fire Retardant Corp.
James R. Wheeler, 619-258-3640
irafrc@aol.com
http://biz.yahoo.com/bw/040622/225684_1.html
http://finance.yahoo.com/q/bc?s=AFRT.OB&t=5d
PLEASE NOTE THAT THE ADX INDICATOR HAS THE GREEN LIN ABOVE THE RED LINE & PVO IS RISING
http://stockcharts.com/def/servlet/SC.web?c=AFRT,uu[h,a]daclyyay[da][pd20,2!g10!f][vc60][iut!Ll14!Ls...
http://stockcharts.com/def/servlet/SC.web?c=AFRT,uu[h,a]daclyyay[da][pd20,2!g10!f][vc60][iut!Ub14!La...
http://stockcharts.com/def/servlet/SC.web?c=AFRT,uu[h,a]daclyyay[da][pd20,2!g10!f][vc60][iut!Lf!Lc20...
dkgross - the best thing we can do for our investment is top SHUT UP and SAY NOTHING NEGATIVE
HAVE YOU GOT THAT?
HUH??
please do NOT reply
do NOT post
BITE YOUR TONGUE
Here's the latest. We're up 11% today. Keep on going!
American Safety Products, an American Fire Retardant Company, Announces GLOVEBOX is Ready for Distribution
11:38 a.m. 06/22/2004
SAN DIEGO, Jun 22, 2004 (BUSINESS WIRE) -- American Safety Products, an American Fire Retardant Corp.(AFRT)company, today announced that the GLOVEBOX(R) is ready for global distribution. Three demonstration units are on display at the AFRC Santee facility and another has been shipped to the Asian market licensee for demonstrations in Asia.
Mr. James R. Wheeler, vice president of sales and marketing of American Fire Retardant Corp., said, "I am delighted that the GLOVEBOX(R) will now be available for shipment and we can continue the process of identifying National and additional Global distributors." Mr. Wheeler concluded by saying, "It is gratifying to know that after years of research and development the GLOVEBOX(R) has come to fruition and is being recognized as a viable solution to the spread of contagious diseases."
This milestone represents another significant and strategic step for American Safety Products and American Fire Retardant Corp.'s previously stated plan to make GLOVEBOX(R) available through a variety of non-exclusive distribution channels. This plan includes continued support of the GLOVEBOX(R) brand which includes food service studies and other in-field testing for GLOVEBOX(R) and its uses.
About American Fire Retardant Corp.
American Fire Retardant Corp.(AFRT)--, is in the business of developing, manufacturing and marketing a line of interior and exterior fire retardant products. American Fire Retardant Corp. also designs new technology for future fire resistive applications that are being mandated by local, state and governmental agencies. Additionally, the company is active in the construction industry as sub-contractors for fire stop and fire film installations.
Safe Harbor for Forward-Looking Statements: Except for historical information contained herein, the statements in this news release are forward-looking statements that involve risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in the future periods to differ materially from forecasted results.
American Fire Retardant Corp.James R. Wheeler, 619-258-3640irafrc@aol.com
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