American Fusion Inc (AMFN)

[BigBadWolf]

Retired CPA/MBA how this affects a PCAOB Audit. If AMFN ever undergoes a full PCAOB-standard audit (required for an exchange uplisting even QB), this structure creates a material weakness in ICFR (Internal Controls over Financial Reporting). A PCAOB auditor looks for an Independent Audit Committee (not just Independent Directors) . I may have overlooked yet I have not currently located an Independent Audit Committee, any help w/ said appreciated... Should the members of that committee (required) be the ones holding these $240,000 consulting contracts, the committee is deemed non-independent. The auditor would likely have no choice but to conclude that there is no effective oversight of management. Under PCAOB standards, these agreements must be disclosed as Related Party Transactions. If the company failed to flag these clearly in the Certain Relationships and Related Transactions section of the Form 10, it constitutes a disclosure failure. Stock-Based Compensation Valuation is always examined closely. Auditors will scrutinize the Initial Valuation Price. If the aforementioned committee (be made up of the same people getting the stock) has the power to trigger a Restructuring Event that sets the price, the auditor will most likely view this as an attempt to manipulate the number of shares issued to insiders. An auditor will calculate the dilutive effect of $1,260,000 in shares being dumped onto the market within one year. (No reason to believe currently that they will be held since it is their compensation) AMFN is a company with no revenue, this insider enrichment significantly increases the burn rate of authorized shares, thus potentially triggering a Going Concern warning.

Notable Red Flag(s), let's start w/ the Sebastian Hoyos gap. The extra $10,000 ($250,000 total) creates an inconsistency in the compensation structure that auditors hate to see; it suggests arbitrary side deals rather than a standardized corporate policy.
Followed by the $Hawkins $Consultation: CEO Richard Hawkins receiving a separate $50,000 consultation fee on top of his executive compensation is more often viewed by the SEC as a way to circumvent standard salary disclosures.
Lastly for now the One-Year Term Issuing $1.26 million in stock for just 12 months of advisory work to people who are supposed to be providing that advice as part of their fiduciary duty as directors is a major red flag for unjust enrichment.