8-K/A 1 associatedgroup_8ka.txt AMENDED CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 10, 2002 ------------------------------------- ASSOCIATED AUTOMOTIVE GROUP INCORPORATED (Exact name of registrant as specified in its charter) Florida 0-24681 65-0816177 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File (IRS Employer or incorporation) Number) Identification No.) 2600 South Federal Highway, Delray Beach, Florida 33483 ------------------------------------------------------- (Address of principal executive offices, including zip code) Registrant's telephone number, including area code (561) 279-8700 --------------- -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 1. Changes in the Control of Registrant. ------------------------------------ As a result of the transactions summarized under Item 2 below, a change in control of Associated Automotive Group Incorporated (formerly Uniservice Corporation) has occurred. Pursuant to a Share Exchange Agreement dated January 9, 2002 and a Stock Purchase Agreement dated January 22, 2002, and effective January 9, 2002 an aggregate of 9,881,405 shares of Associated Automotive Group Incorporated (the "Company") were issued to the shareholders of Associated Automotive Group, Inc., C&K Auto Imports, Inc. and affiliates of the companies. On the date of this report there were approximately 11,891,405 shares of the Company's class A common stock outstanding. All of the Company's class B common shares have been converted or cancelled in accordance with the share exchange with Associated Automotive Group, Inc. The shareholders of the Company prior to the share exchange with Associated Automotive Group, Inc. own approximately 2,060,000 shares of the Company's outstanding common stock. The following table sets forth certain information after giving effect to the issuance of common stock under the agreements with respect to the beneficial ownership of the outstanding shares of common stock by the Company's directors, executive officers and each person known to the Company who owns in excess of 5% of the outstanding shares of common stock and the new directors and executive officers of the Company as a group. The address for the individuals below is 2600 South Federal Highway, Delray Beach, Florida 33483.

2 ITEM 2. Acquisition or Disposition of Assets. ------------------------------------ Associated Automotive Group, Inc. --------------------------------- On January 9, 2002 Uniservice Corporation completed the acquisition of Associated Automotive Group, Inc., a holding corporation, which was formed to own and operate various highline and exotic car dealerships, accessory and other automotive businesses throughout the United States. Effective January 10, 2002, the Company's new trading symbols on the Nasdaq SmallCap are: AAGI (common stock) and AAGIW (warrants). In addition, the Company has changed its name to Associated Automotive Group Incorporated. Pursuant to the terms of a Share Exchange Agreement dated January 9, 2002, the shareholders of Associated Automotive Group, Inc. and its affiliates have exchanged their shares of Associated Automotive Group, Inc. for an aggregate of 9,081,405 shares of the Company's class A common stock. Effective with the execution of the Share Exchange Agreement, all officers and directors of the Company resigned. The following individuals were appointed to serve as executive officers and directors of the Company effective immediately:

Pursuant to a Stock Purchase Agreement dated January 9, 2002, The Company also completed the sale of substantially all of its current operating assets, specifically, 30 Kentucky Fried Chicken restaurants in the Santiago, Chile area. In accordance with the Stock Purchase Agreement, 825,000 of the Company's 1,400,000 class B common shares outstanding held by the Company's former president and chairman were canceled and retired to treasury. The balance of class B common shares (575,000) were converted into class A common stock on a one for one basis. The assets of Associated Automotive Group, Inc. principally consisted of cash, accounts receivable and inventory consisting of high line automobiles. Prior to the acquisition, Messrs. Barry Tenzer and David Jacoby (principal shareholders of Associated Automotive Group, Inc.) were not affiliated with the Company. In determining the acquisition costs of Associated Automotive Group, Inc., the Company considered the operating history and prospects for Associated Automotive Group, Inc. and considered a fairness opinion prepared by an independent investment bank. Reference is made to the Company's Amended Proxy Statement filed with the Securities and Exchange Commission on December 4, 2001, pursuant to Section 14(a) of the Securities Exchange Act of 1934. 3 Associated Automotive Group, Inc., through its wholly-owned subsidiary, Motor Cars of South Florida, Inc., leases showroom and office space under operating leases expiring at various dates through August 31, 2003. Rent expense for 2000 and 2001 was approximately $186,000 and anticipated rent for 2002 is $186,000. Associated Automotive Group, Inc. has $2,000,000 of available financing under a revolving floor plan line of credit due on demand, expiring August 9, 2005, to finance the purchase of inventory. As of November 30, 2001, the balance due on the note payable (floor plan) was approximately $1,300,000. Interest is payable monthly on the outstanding balance at 2.5% over the bank prime rate. C&K Auto Imports, Inc. ---------------------- Following an agreement in principle on December 21, 2001 Associated Automotive Group, Inc. completed the acquisition of C&K Imports, Inc. on January 22, 2002 effective January 9, 2002. Pursuant to a Stock Purchase Agreement dated January 22, 2002, effective January 9, 2002, Associated Automotive Group, Inc. acquired from Doron Sauer all of the issued and outstanding shares of C&K Auto Imports, Inc. C&K owns a high-line automobile dealership in Hasbrook Heights, New Jersey, that services the greater New York City Metropolitan area. C&K also owns a high-line automobile wholesale operation and service facility located in Leonia, New Jersey. Consideration for the transaction consisted of $500,000 cash and the issuance of 750,000 shares of common stock of the Company. In connection with the acquisition, Mr. Sauer, who was not affiliated with Associated Automotive Group, Inc. prior to the acquisition, agreed to be employed by C&K as president and to become a director of the Company. In determining the amount of consideration, Associated Automotive Group, Inc. considered the operating history of C&K as well as the fact that C&K provides Associated Automotive Group, Inc. with immediate vertical integration and strategic expansion into the New York City metropolitan area. The C&K assets include (1) inventory consisting of high-line automobiles having a current value of approximately $1,400,000, (2) accounts receivable of approximately $500,000 and (3) fixed machinery and equipment, furniture and fixtures and leasehold improvements having a current value (net of depreciation) of $38,650. All material liabilities of C&K were satisfied by Mr. Sauer at or prior to the closing. C&K post-closing remains subject to two lease agreements for premises located at Leonia, New Jersey and Hasbrook Heights, New Jersey. Funds for the acquisition were provided for from Associated Automotive Group, Inc. working capital. ITEM 7. Financial Statements, Pro Forma Information and Exhibits. -------------------------------------------------------- a. Financial Statements The Company has included herein the following financial statements information as required pursuant to Rule 3-05 of Regulation S-X. 4 (i) Associated Automotive Group, Inc., Financial Statements for the year ended December 31, 2000 and 1999 (previously filed on definitive proxy statement dated December 4, 2001). (ii) Associated Automotive Group, Inc. financial information for the 11 month period ended November 30, 2001. (iii) C&K Auto Imports, Inc. financial statements for the years ended December 31, 1999 and 2000 and financial information for the ten month period as at October 31, 2001. b. Pro Forma Financial Information The Company has included herein pro forma financial information as required pursuant to Article II of Regulation S-X. c. Exhibits 2.1 Stock Purchase Agreement dated January 9, 2002 by and between Uniservice Corporation and Inversiones Huillimapu S.A. (previously filed on Form 8-K dated January 15, 2002) 2.2 Share Exchange Agreement dated January 9, 2002 by and between Uniservice Corporation, Associated Automotive Group, Inc. and Barry Tenzer (previously filed on Form 8-K dated January 15, 2002). 2.3 Stock Purchase Agreement dated January 22, 2002 by and between Associated Automotive Group, Inc. and C&K Auto Imports, Inc.(1) 10.1 $2,000,000 Revolving Credit Line with Ocean Bank. 99.1 Material Lease Agreements. (1) To be filed by amendment 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ASSOCIATED AUTOMOTIVE GROUP INCORPORATED /s/ David Jacoby ---------------------------------------- David Jacoby, Vice President Dated: February 5, 2002 6 ASSOCIATED AUTOMOTIVE GROUP, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, 2001 Page 1 ASSOCIATED AUTOMOTIVE GROUP, INC. AND SUBSIDIARY Consolidated Balance Sheet (Unaudited) November 30, 2001

Page 2 ASSOCIATED AUTOMOTIVE GROUP, INC. AND SUBSIDIARY Consolidated Statement of Operations (Unaudited) For the Eleven Months Ended November 30, 2001

Page 3 ASSOCIATED AUTOMOTIVE GROUP, INC. AND SUBSIDIARY Consolidated Statement of Changes in Stockholders' Equity (Unaudited) For the Eleven Months Ended November 30, 2001

Page 4 ASSOCIATED AUTOMOTIVE GROUP, INC. AND SUBSIDIARY Consolidated Statement of Cash Flows (Unaudited) For the Eleven Months Ended November 30, 2001

Page 5 GOLF & WROBLESKI CPA'S, LLP. -------------------------------------------------------------------------------- Danny Golf, C.P.A 47 West 34th Street, Suite S55 Raymond Wrobleski, C.P.A New York, NY 10001 Tel. (212) 967-8988 Fax. (212) 268-5323 INDEPENDENT AUDITOR'S REPORT ---------------------------- To the Board of Directors C & K Auto Imports Inc. 60 Railroad Avenue Hasbrouck Heights, NJ 07604 We have audited the accompanying statement of Financial Condition of C & K Auto Imports Inc. of December 31, 1999 and, the related statement of income and retained earnings and, cash flows for the year then ended. These financial statements are the responsibility of the C & K Auto Imports Inc. management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of C & K Auto Imports Inc. as of December 31, 1999, and the results of its operations and its cash flow for the year then ended in conformity with generally accepted accounting principles. Danny Golf, CPA Golf & Wrobleski, CPA's, LLP. Page 1 C & K AUTO IMPORTS INC. STATEMENT OF FINANCIAL CONDITION AS AT DECEMBER 31, 1999

See accompanying notes to financial statement Page 2 C & K AUTO IMPORTS INC. STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1999

See accompanying notes to financial statement Page 3 C & K AUTO IMPORTS INC. STATEMENT OF RETAINED EARNINGS AS AT DECEMBER 31, 1999

See accompanying notes to financial statement Page 4 C & K AUTO IMPORTS INC. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999

See accompanying notes to financial statement Page 5 C & K AUTO IMPORTS INC. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 1. NATURE OF BUSINESS: C & K Auto imports Inc. ("Company") was formed under the laws of the State of New Jersey on March 7, 1986 as a used auto dealership of imported high end automobiles In the State of New Jersey. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A summary of the Company's significant accounting policies consistently applied in the preparation of the accompanying financial statements is as follows: Accounting Method ----------------- The company prepares its financial statements on the accrual method. Under this method, revenues are recognized when earned, and expenses are recognized when incurred. Inventory is recorded at the lower of cost or market NOTE 3. ACCOUNTS RECEIVABLE: All accounts receivable are current and an allowance for doubtful accounts were not deemed necessary at this time. NOTE 4. FIXED ASSETS AND DEPRECIATION: If expenditures result in an asset having an estimated useful life that extends beyond the year of acquisition, the expenditure is capitalized. Equipment, vehicle, furniture and fixtures are recorded at cost. Depreciation on equipment, vehicle, furniture and fixture is provided on the accelerated cost recovery system, (ACRS) over the useful lives of the assets. Equipment 5 Years Furniture & fixtures 5 Years Leasehold Improvements 3 Years Income Taxes ------------ Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due plus deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. Page 6 C & K AUTO IMPORTS INC. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 1999 NOTE 5. LOANS: Loans at December 31, 1999 are summarized as follows: Valley National Bank $ 959,747 Auto Financing - Valley National Bank 11,145 Chase Manhattan Bank 3,232 Onyx Acceptance Corp. 1,432 Superior Bank FSB 0 ---------- $ 975,556 ========== Page 7 GOLF & WROBLESKI CPA'S, LLP. -------------------------------------------------------------------------------- Danny Golf, C.P.A 47 West 34th Street, Suite S55 Raymond Wrobleski, C.P.A New York, NY 10001 Tel. (212) 967-8988 Fax. (212) 268-5323 INDEPENDENT AUDITOR'S REPORT ---------------------------- To the Board of Directors C & K Auto Imports Inc. 60 Railroad Avenue Hasbrouck Heights, NJ 07604 We have audited the accompanying statement of Financial Condition of C & K Auto Imports Inc. of December 31, 2000 and, the related statement of income and retained earnings and, cash flows for the year then ended. These financial statements are the responsibility of the C & K Auto Imports Inc. management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of C & K Auto Imports Inc. as of December 31, 2000 and the results of its operations and its cash flow for the year then ended, in conformity with generally accepted accounting principles. Danny Golf Golf & Wrobleski, CPA's, LLP. Page 1 C & K AUTO IMPORTS INC. STATEMENT OF FINANCIAL CONDITION AS AT DECEMBER 31, 2000

See accompanying notes to financial statement Page 2 C & K AUTO IMPORTS INC. STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2000

See accompanying notes to financial statement Page 3 C & K AUTO IMPORTS INC. STATEMENT OF RETAINED EARNINGS AS AT DECEMBER 31, 2000

See accompanying notes to financial statement Page 4 C & K AUTO IMPORTS INC. STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2000

See accompanying notes to financial statement Page 5 C & K AUTO IMPORTS INC. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 NOTE 1. NATURE OF BUSINESS: C & K Auto Imports Inc. ("Company") was formed under the laws of the State of New Jersey on March 7, 1986 as a used auto dealership of imported high end automobiles in the State of New Jersey. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A summary of the Company's significant accounting policies consistently applied in the preparation of the accompanying financial statements is as follows- Accounting Method ----------------- The company prepares its financial statements on the accrual method. Under this method, revenues are recognized when earned, and expenses are recognized when incurred. Inventory is recorded at the lower of cost or market NOTE 3. ACCOUNTS RECEIVABLE: All accounts receivable are current and an allowance for doubtful accounts were not deemed necessary at this time. NOTE 4. FIXED ASSETS AND DEPRECIATION: If expenditures result in an asset having an estimated useful life that extends beyond the year of acquisition, the expenditure is capitalized. Equipment, vehicle, furniture and fixtures are recorded at cost. Depreciation on equipment, vehicle, furniture and fixture is provided on the accelerated cost recovery system, (ACRS) over the useful lives of the assets. Equipment 5 Years Furniture & fixtures 5 Years Leasehold Improvements 3 Years Income Taxes ------------ Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due plus deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. Page 6 C & K AUTO IMPORTS INC. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 NOTE 5. LOANS: Loans at December 31, 2000 are summarized as follows: Valley National Bank $ 828,312 Auto Financing - Valley National Bank 8,650 Chase Manhattan Bank 7,133 Onyx Acceptance Corp. 500 Superior Bank FSB 23,069 --------- $ 867,664 ========= Page 7 GOLF & WROBLESKI CPA'S, LLP. -------------------------------------------------------------------------------- Danny Golf, C.P.A 47 West 34th Street, Suite S55 Raymond Wrobleski, C.P.A New York, NY 10001 Tel. (212) 967-8988 Fax. (212) 268-5323 To The Stockholders of C & K Auto Imports Inc. We have reviewed the accompanying statement of financial condition of C & K Auto Imports Inc. as at October 31, 2001 in accordance with standards established by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of C & K Auto Imports Inc. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an examination in accordance with generally accepted auditing standards the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. Respectfully submitted, Danny Golf, CPA Golf & Wrobleski CPA'S, LLP. Page 1 C & K AUTO IMPORTS INC. STATEMENT OF FINANCIAL CONDITION AS AT OCTOBER 31, 2001

See accompanying notes to financial statement Page 2 C & K AUTO IMPORTS INC. STATEMENT OF INCOME FOR THE TEN MONTHS ENDED OCTOBER 31, 2001

See accompanying notes to financial statement Page 3 C & K AUTO IMPORTS INC. STATEMENT OF RETAINED EARNINGS AS AT OCTOBER 31, 2001

See accompanying notes to financial statement Page 4 C & K AUTO IMPORTS INC. STATEMENT OF CASH FLOWS FOR THE TEN MONTHS ENDED OCTOBER 31, 2001

See accompanying notes to financial statement Page 5 C & K AUTO IMPORTS INC. NOTES TO THE FINANCIAL STATEMENTS OCTOBER 31, 2001 NOTE 1. NATURE OF BUSINESS: C & K Auto Imports Inc. ("Company") was formed under the laws of the State of New Jersey on March 7, 1986 as a used auto dealership of imported high end automobiles in the State of New Jersey. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: A summary of the Company's significant accounting policies consistently applied in the preparation of the accompanying financial statements is as follows: Accounting Method ----------------- The company prepares its financial statements on the accrual method. Under this method, revenues are recognized when earned, and expenses are recognized when incurred. Inventory is recorded at the lower of cost or market. NOTE 3. ACCOUNTS RECEIVABLE: All accounts receivable are current and an allowance for doubtful accounts were not deemed necessary at this time. NOTE 4. FIXED ASSETS AND DEPRECIATION: If expenditures result in an asset having an estimated useful life that extends beyond the year of acquisition, the expenditure is capitalized. Equipment, vehicle, furniture and fixtures are recorded at cost. Depreciation on equipment, vehicle, furniture and fixture is provided on the accelerated cost recovery system, (ACRS) over the useful lives of the assets. Equipment 5 Years Furniture & fixtures 5 Years Leasehold Improvements 3 Years Income Taxes ------------ Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due plus deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. Page 6

Page 1 Associated Automotive Group Incorporated (AAG) Consolidated Pro Forma Balance Sheets Notes to Pro Forma Financial Statements (Unaudited) Associated Automotive Group, Inc. is in the business of identifying and acquiring companies that operate in the automotive industry. Motorcars of South Florida, Inc. operates an automobile dealership located in South Florida. Motorcar's principal business is the retail and wholesale sales of pre-owned luxury automobiles. C & K Auto Imports, Inc. operates an automobile dealership located in New Jersey. C & K's principal business is retail and wholesale sales of quality high-line and exotic pre-owned automobiles. Restricted Cash - Cash includes funds from the sales proceeds relating to vehicles financed under the Company's floor plan agreement. These funds, by agreement, are required to be remitted to the bank Inventories - Automobiles are valued at the lower of cost or market. The cost of automobiles is determined on a specific unit basis. Property and Equipment - Property and equipment are stated at cost. Depreciation is computed on the straight-line method over the assets estimated useful lives ranging from 3 to 7 years. Leasehold improvements are amortized over the shorter of their useful lives of the term of the lease. The cost of repairs and maintenance is charged to expense as incurred. Significant renewals and betterments are capitalized. Investment - Marketable equity securities are accounted for as trading securities and are stated at market value with unrealized gains and losses accounted for in current operations. Revenue Recognition -Revenue from the sale of vehicles is recognized when title is transferred to the customer. Finance, insurance and warranty revenues are recognized upon the sale of the finance, insurance or warranty contracts. Advertising - Advertising costs are charged to operations in the year incurred. Income Taxes - No provision for income tax expense or benefit has been provided herein. Page 2 Associated Automotive Group Incorporated (AAG) Consolidated Pro Forma Balance Sheets Notes to Pro Forma Financial Statements (Continued) (Unaudited) The preceding Consolidated Pro-Forma Unaudited Balance Sheets presents a series of transactions that occurred prior to November 30, 2001. In addition, other subsequent transactions that took place are reflected as if they occurred on November 30, 2001. Column ------ (1) In December 2001, a special meeting of the shareholders was held and the shareholders approved the following: o Associated Automotive Group, Inc. acquires Uniservice Corporation (a public entity) and simultaneously sells its Chilean subsidiaries to Ricardo Vilensky or his affiliates pursuant to a stock purchase agreement. A change in the control of Uniservice occurred due to the share exchange. o Uniservice is recapitalized by increasing its authorized capital stock from 30,000,000 shares to 87,000,000 shares and increasing authorized class A common stock to 80,000,000 shares. (2) Associated Automotive Group, Inc. raises capital through a private placement. In July 2001, Associated Automotive Group, Inc. acquired Motorcars of South Florida, Inc. The pro forma reflects the consolidated book value of Associated Automotive Group, Inc. and Motorcars of South Florida, Inc. In addition, a private placement that was completed in January 2002 is reflected as if it occurred on November 30, 2001. Associated Automotive Group Incorporated consolidates with its subsidiaries. (3) In January 2002, Associated Automotive Group, Inc. acquires all of the outstanding common stock of C&K Auto Imports, Inc. as of October 31, 2001 acquired pursuant to the terms of the Stock Purchase Agreement. The financial statements of C&K Auto Imports, Inc. are as of October 31, 2001. (4) The pro forma represents consolidated balances of AAG including the aforementioned acquisitions. Page 3

ASSOCIATED AUTOMOTIVE GROUP INC 8-K/A