UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10KSB
[ X ] Annual report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 for the fiscal year end
April 30, 2000
AMAC, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3944580
---------------------- ------------------
State of Incorporation IRS Employer ID No.
3800 North Fairfax Drive - Suite 5
Arlington, Virginia 22203 22203
-------------------------------------- --------
Address of principal Executive Offices Zip Code
Registrant's Telephone Number (703) 243-2597
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding12 months (or for such shorter
period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No _______
As of April 30, 2000, the following shares of the Registrant's
common stock were issued and outstanding:
Voting common stock 5,038,041
<PAGE>
<PAGE>
Item 1. DESCRIPTION OF BUSINESS
AMAC, INC., (the "Company") was organized incorporated on
November 18, 1996, as Medic Media Inc., under the laws of the
State of Delaware having the stated purpose of engaging in any
lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
On March 18, 1999, the Company acquired 100 shares of common
stock, GBP 1.0 par value, of CMAC Industries, Inc., (hereinafter
"CMAC") a company incorporated under the laws of the Channel
Islands of Jersey. The acquisition was consummated by the
execution of an Acquisition Agreement dated March 8, 1999. The
shares acquired by the Company represented one hundred (100%)
percent of all of CMAC's then currently issued and outstanding
common stock. The aggregate purchase price paid by the Company
for the CMAC common shares was 3,500,000 post-reverse split
shares of voting common stock of Medic Media Inc., $0.001 par
value. These shares were issued to the sellers of the CMAC shares
subsequent to a 6.5 to 1 reverse split of the voting common stock
by the Company of its voting common stock.
There was no material relationship between the Company and CMAC
prior to the acquisition by the company of the CMAC shares.
Subsequent to the acquisition of the CMAC shares, the Company
changed its name to "AMAC Inc."
The Company is now a development stage company which is seeking
to develop and manufacture amphibious vehicles. Additionally,
the management of CMAC has been appointed as management to
oversee the Company's entry in this field as it possesses
extensive experience and knowledge in the amphibious vehicle and
military industry.
The Company's business purpose is to design, develop and
manufacture a range of working vehicles that can operate on land
and in water. After development of amphibious vehicles for
commercial purposes, the Company will seek to develop amphibious
vehicles for recreational use. Its vehicles are based on
proprietary hydraulics technology, which the Company believes is
easy to maintain and is very cost effective. Flexible
manufacturing techniques will allow a range of vehicles to be
offered, suited to a variety of applications. The Company has
already identified key areas where, at present, no individual
vehicle is capable of carrying out the specific task
satisfactorily. In addition, Company will offer a cost effective
alternative to many applications which require land and water
based transport.
The Company intends to design, develop and manufacture innovative
high-technology products, specializing in those with broad
industry and military applications. Initial design and testing
on the company's first products has now been completed and
demonstrations of the products to potential end users has brought
substantial interest. In addition, the Company continues to
develop and design new market driven concepts to strengthen and
broaden their portfolio.
The Company has designed a number of aluminum hull forms, using
the latest aluminum welding technology. The first prototype was
launched in 1992 and licensed in the Spring of 1993, by the UK
Department of Trade and Industry, and by Lloyds Shipping Hull
Construction Certification.
Smaller vehicles will be manufactured to conform to certain road
usage constraints, (28 feet in length and 8 feet 6 inches wide is
considered the maximum size to avoid being flagged as an over-
wide vehicle). It is not envisaged that these marine vehicles
will be used on public roads or highways, as they are not road
vehicles. From time to time however they will need to use them
to access a beach or for shore. There is no constraint in
overall design size. However currently, the largest design is 50
feet long with a 13 foot 6" beam. Draught and overall height are
not issues. The smallest units will be 18" by 6'6" and much
faster, with speeds of up to 35 mph on land and, through
hydraulically retracting the wheels, 20 knots on water.
The hull, deck and wheel-house are constructed in welded form in
marine grade aluminum, in accordance with Lloyd's hull
construction certification. A variety of engines can be used,
the preferred engines being diesel, with turbo charging and
inter-cooling, either air-cooled ranging from a singe engine of
100hp on the smallest machines to twin 400hp engines on the
biggest machines.
The prototype has attracted interest from various market sectors
throughout the world. It is capable of a broad range of
applications including debris clearance, oil spillage response,
passenger carrying and rapid intervention fire fighting. The
prototype unit is fully licensed by the Department of Trade and
industry in the UK and has performed faultlessly throughout the
test and demonstration period.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
produce or mass market a viable product or develop sufficient
income for the Company. Investors are alerted that the Company
is a development stage company with no proven income history and
therefore there is no guarantee that a profit will be realized on
any investment in the Company.
There have been no press releases made by the Company or articles
or media coverage concerning the Company and its operations.
Item 2. DESCRIPTION OF PROPERTIES
The Company's only significant asset is the two prototype
vehicles which the Company expects to utilize in the marketing
and development of vehicles. The prototype is licensed by the
United Kingdom Department of Trade and Industry and by Lloyds
Shipping Hull Construction Certification. The value of the
prototype is approximately $600,000.00. The Company has no other
significant assets.
Item 3. LEGAL PROCEEDINGS
No legal proceedings are pending at this time.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the past year, there have been no matters submitted to a
vote by security holders.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of April 30, 2000, the Company had approximately 128
shareholders. The Company's common stock began trading on the
OTC Bulletin Board in April 1999 under the trading symbol "UMAC".
Total trading volume of the shares of the Company's common stock
has been minimal since the listing of the shares. The last
trade made in the company's shares was during the week of June
16, 2000 wherein the closing price was $2-5/8 per share. Prior
to that, a total amount of 400 of the company's shares were
traded during the week of February 4, 2000 at the price of $2-5/8
per share. Investors are alerted that there is a very limited
market for the Company's shares and therefore minimal liquidity.
<PAGE>
<PAGE>
Item 6. SELECTED FINANCIAL DATA
AMAC, INC.
(A Development Stage Company)
SELECTED FINANCIAL DATA SCHEDULE
FROM MAY 1, 1997 TO APRIL 30, 2000
<TABLE>
<CAPTION>
For the Year From Inception
Ended To
Apr. 30, 2000 Apr. 30, 2000
------------- -------------
<S> <C> <C>
Cash and Cash Items $ 8,265 $ 8,265
Marketable Securities 0 0
Notes and Accounts Receivable 0 0
Allowances for doubtful accounts 0 0
Inventory 0 0
Total Current Assets 8,265 8,265
Property, plant and equipment 648,960 648,960
Other Assets 6,723 6,723
Accumulated depreciation 0 0
Total assets 663,948 663,948
Total current liabilities 20,569 20,569
Bonds, mortgages and debt 920,649 920,649
Preferred stock - redemption 0 0
Common stock 5,038 5,038
Other stockholders' equity 9,000 9,000
Total Liabilities and
Stockholders' equity (663,948) (663,948)
Net Sales of Tangible Products 0 0
Total Revenues 0 0
Cost of Tangible Goods Sold 0 0
Total Costs and Expenses applicable
To sales and revenues 0 0
Other costs and expenses 126,846 291,300
Provision for doubtful accounts 0 0
Interest and amortization of
Debt discount 0 0
Income before taxes
and other items (126,846) (291,300)
Income tax expenses 0 0
Income/loss continuing
operations (126,846) (291,300)
Discontinued operations 0 0
Extraordinary items 0 0
Cumulative Effect - changes in
Accounting principles 0 0
Net Income or loss (126,846) (291,300)
</TABLE>
<PAGE>
<PAGE>
There have been no accounting changes, business combinations or
dispositions of business operations by the Company that
materially affect the comparability of the information reflected
in the selected financial data. The Company is a developmental
stage company which has no operating history and no significant
assets.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no guarantee that the Company will have the ability to
acquire or merge with an operating business, develop sustaining
business opportunities or acquire property that will be of
material value to the Company. In the opinion of management,
inflation has not and will not have a material affect on the
operations of the Company as it does not currently have any
significant assets, debt or income.
The Company's viability as a going concern is dependent upon
raising additional capital, and ultimately, having net income.
The company requires additional capital principally to meet its
costs in search of a merger or business acquisition and for
general and administrative expenses.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
The Company is a development stage company. Its principal
business is to design, develop and manufacture a range of
amphibious vehicles that can operate on land and in water. These
vehicles will incorporate proprietary hydraulics technology,
which the Company believes is easy to maintain and is very cost
effective. The Company has developed a prototype model which
incorporates aluminum welding technology. The Company's product
is specialized and designed to operate where a land based vehicle
or a water based vehicle cannot easily operate.
The Company's plans are by no means simple and investors are
alerted that any investment in the Company is complex and risky.
There can be no assurance that the Company will succeed in its
efforts or maintain a profitable business. The Company has no
recent operating history and no representation is made, nor is
any intended, that the Company will be able to carry on future
business activities successfully.
The Company has not yet entered into any significant contracts
with any party.
During the next twelve months, the Company expects to finance its
operations by obtaining short term funding from Glen Investments,
a Company wholly owned by Kevin R Leech, one of AMAC's principal
shareholders. The Company's viability as a going concern is
dependent upon raising additional capital, and ultimately, having
net income. The Company's limited operating history, including
its losses and no revenues, primarily reflect the operations of
its early stage.
The Company does not have any line of credit from any financial
institution at this time. However, the Company will strive to
establish a line of credit once it has secured funding through an
offering of its shares in the sum of $1 million. The infusion of
such cash will enable the Company to partially commence its
operations and thereby allow it to obtain a line of credit.
There is no guarantee however that the Company will be able to
raise additional funds in any offering or that any financial
institution will grant the Company a line of credit in the
foreseeable future.
The Company also will look to raise funds by obtaining cash
advance payments for orders of its amphibious vehicles which the
Company hopes will generate income during the next twelve months.
There is no guarantee however that the Company will obtain such
order or secure cash advance payments. Additionally, the Company
will seek to raise capital through an offering of its shares of
common stock. The Company may also seek to obtain debt financing
from institutional lenders however at this time the Company does
not believe it has the ability or any line of credit to do so.
There is no guarantee that the Company's plans will be
successful. Additionally, as the Company has minimal liquidity,
there is no guarantee that it will be able to sustain its
operations over the next twelve (12) months if it cannot achieve
its stated goals. In the event the Company is required to sell
its assets, it will be compelled to auction its prototype to the
highest bidder. The Company would expect such an auction to
attract the interest of tour boat operators who utilize
amphibious vehicles to attract consumers on guided tours.
The Company goal is to generate sales during the latter part of
the year 2000. The Company will market its product to
governmental agencies which may require amphibious vehicles. The
Company has held preliminary discussions with the United States
Army Corps of Engineers, the Irish Government and the Department
of Maine. No orders for the Company's vehicles have been placed
by either of these bodies. Notwithstanding this, the Company has
researched and assessed the market for amphibious vehicles and
expects to sell up to fifty (50) machines in the first two years
of activity in the United States where it has the availability
and funds to carry out production. In the event fifty (50) units
are sold over two years this would generate sales of $40,000,000
excluding parts, service and training revenues. Investors are
alerted that there are no guarantees that the Company will be
able to sell any units and the Company's expectations are based
upon its own opinion and assessment of the potential demand for
amphibious vehicles.
The Company believes that it will not be severely impacted by any
changes in the economy or global environment as it is a
relatively small entity which does not, as yet, generate or
attract substantial interest by the general public. Any
unfavorable events, such as environmental disasters or war, may
benefit the Company as its directors believe the opportunity to
market and attract interest in the Company's vehicle may develop.
There is no guarantee however that this will occur and that the
Company will be able to capitalize on any such opportunity.
The company believes that if inflation rises and interest rates
rise, it will be in a position to respond accordingly. The
company expects to borrow funds within the US, but it does not
expect to borrow funds to the extent that would adversely effect
the company's viability and profitability. It is anticipated
that funding will be provided by an offering of its shares, by
contracts signed, by profitability, and by new revenues
generated. As such, the Company does not foresee that inflation
will adversely affect the Company.
The Company at this time has only one full time employee, Sean
Power who is the President and CEO, and three part-time
employees. Mr. Power is responsible for setting up the Company's
operations in the United States. His duties include overseeing
manufacturing, production, design, facilities, equipment,
property, banking and administration. He is the designer of the
prototype and the most significant employee of the Company.
The Company has an agreement with First London Securities
Corporation a company based in the State of Texas, to act as its
financial advisor and to furnish Investment Banking Services to
the Company. The Company's objective in retaining First London
is to develop contacts and relationships within the investment
community. The Company has not previously utilized any other
financial advisors or consultants. The Company utilizes the
services of First London as a market maker.
<PAGE>
<PAGE>
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL INFORMATION
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors:
We have audited the accompanying balance sheet of AMAC, Inc.,
("AMAC, Inc.") as of April 30, 2000 and the related Income
Statement and Cash Flow for the period then ended. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statement 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 AMAC Inc., as of April 30, 2000, and the results of
its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
Frank E. Hanson, C.P.A.
Arlington, Virginia
August 15, 2000
<PAGE>
<PAGE>
[CAPTION]
AMAC, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
April 30, 2000 April 30, 1999
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 8,265 $2,703
Prepaid Expense 0 784
_____________ ____________
Total Current Assets $ 8,265 $3,487
OTHER ASSETS
Prototype Craft $ 648,960 $648,960
Capitalized Lease Costs 982 2,315
Less: Acc. Amortization 0 (583)
Security Deposit - Lease 325 325
Interest in Auto Lease 5,416 9,443
Total Other Assets 655,683 660,460
_____________ ____________
TOTAL ASSETS $ 663,948 $663,947
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 0 $ 258
Auto Lease Payable
Current Portion 3,777 3,777
Accrued Expenses 16,784 17,412
_____________ ____________
Total Current Liabilities $20,561 $ 21,447
LONG TERM LIABILITIES
Auto Lease Payable 2,506 5,666
Wire Advances Payable - Gala Inc. 269,183 138,290
Loan Payable - Prototype Gala Inc. 648,960 648,960
_____________ ____________
Total Long Term Liabilities 920,649 792,916
STOCKHOLDER'S EQUITY
Common Stock,$.001 par value,
Authorized 25,000,000 shares;
Issued and Outstanding
5,038,461 shares 5,038 $ 5,038
Paid in Surplus 9,000 9,000
Retained Earnings (164,454) (31,450)
Net Loss for Period (126,846) (133,004)
_____________ ____________
Total Shareholders Equity(Deficit) (277,262) (150,416)
Total Liabilities and
Shareholders' Equity $ 663,948 $ 663,947
The accompanying notes are an integral part of these financial
statement
</TABLE>
<PAGE>
<PAGE>
[CAPTION]
AMAC, INC.
CONDENSED CONSOLIDATED INCOME STATEMENT
For the Year ended April 30, 2000 and
From Inception to April 30, 2000
<TABLE>
For the Year From
Ended Inception To
April 30, 2000 April 30, 2000
-----------------------------------------------
<S> <C> <C>
TOTAL REVENUES $ 0 $ 0
-------------- -------------
OPERATING EXPENSES:
Accounting 8,860 11,260
Legal 461 10,461
Filing Fee 0 50
Other Start Up Cost 0 19,000
Fees to S. Power 92,914 193,214
Telephone & Utilities 4,096 6,089
Customs Expense 0 4,207
Bank Charges 651 1,043
Consultants 0 10,000
Stock Transfers 800 2,995
Office Expense 4,258 4,770
Sub-Contract 0 4,250
Amortization Lease Cost 1,000 1,583
Auto Lease 3,777 5,665
Freight & Postage 0 113
License - Permits 110 300
Taxes - Other 0 764
Conferences & Meetings 0 709
Travel 6,606 10,947
Dues & Subscriptions 19 77
Auto Expense 3,294 3,775
Interest 0 28
________________________________
TOTAL EXPENSES $126,846 $291,300
NET LOSS (126,846) (291,300)
Loss per Share prior
to 6.5 to 1 reverse N/A (0.01644)
Loss Post Split (0.025176) (0.057815)
</TABLE>
<PAGE>
<PAGE>
[CAPTION]
AMAC, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year ended April 30, 2000
<TABLE>
For the Year From
Ended Inception To
April 30, 2000 April 30, 2000
-----------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $ (126,846) $ (291,300)
-------------- ---------------
Adjustments to reconcile
Net Loss to net cash used
in operating Activities:
Changes in Assets and
Liabilities Increase in
Accounts Payable and
Accrued Expenses 132,409 277,863
-------------- ---------------
Net Cash Used in
Operating Activities 132,409 277,863
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Insurance of
Common Stock 0 19,000
-------------- ---------------
Net Change in Cash 5,563 5,563
Cash at Beginning of Period 2,702 2,702
Cash at End of Period $8,265 $8,265
The accompanying notes are an integral part of these financial
statement.
</TABLE>
<PAGE>
<PAGE>
AMAC, INC.
SHAREHOLDERS' EQUITY STATEMENT
For the Year Ended April 30, 2000
<TABLE>
<CAPTION>
Common Stock Issued Total Acc. Shareholder's
Shares Par Value Paid Capital Deficit Equity
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance as of
April 30, 1998 10,000,000 $10,000 $9,000 $(31,450) $ (12,450)
Shares Canceled
March 31, 1999 (10,000,000) (10,000)
Shares Issued
6.5 to 1 Reverse
Split March 8, 1999 1,538,461 1,538
Net Loss for
Year Ended 1999 3,500,000 3,500 (133,004) (150,416)
------------------------------------------------------------------
Balance
Apr. 30, 1999 5,038,461 $5,038 $9,000 $(164,454)$(150,416)
Net Loss for
Year Ended 2000 (126,846) (277,261)
------------------------------------------------------------------
Balance
Apr. 30, 1999 5,038,461 $5,038 $9,000 $(291,300)$(277,261)
</TABLE>
The accompanying notes are an integral part of these financial
statement.
<PAGE>
<PAGE>
[CAPTION]
AMAC, INC.
NOTES TO FINANCIAL STATEMENTS
April 30, 2000
NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
A. DESCRIPTION OF COMPANY: AMAC, Inc., ("the Company") is a
for-profit corporation incorporated under the laws of the
State of Delaware on November 18, 1996.
On March 8, 1999 an acquisition agreement was reached between
Medic Media, Inc., and CMAC Industries Limited, a comany
incorporated under the laws of the Channel Island of Jersey and
its wholly owned subsidiary corporation American Marine
Amphibious Craft (AMAC) Inc., a company incorporated under the
laws of the State of Delaware. Medic Media purchased 100 shares
(100%) of the outstanding shares of CMAC. Consideration given
for the purchase of the above shares was 3,500,000 post-reverse
split shares of Medic Media, $0.001 par value voting common
stock. The M.M.I. common shares were issued to the individual
sellers. In March, 1999 the Medic Media name was changed to
AMAC. AMAC's principle objective is to manufacture an amphibious
craft and to sell the same to governmental agencies and the
public in general.
B. BASIS OF PRESENTATION: Financial statements are prepared on
the accrual basis of accounting. Accordingly, revenue is
recognized when earned and expenses when incurred.
C. OTHER ASSETS: The development cost of the prototype includes
accrued interest payable to Gala Consultancy, Ltd. The
capitalized lease cost of the company vehicle is being amortized
over the 36 month term of the lease.
D. LIABILITIES: Auto lease is for a period of 36 months at
$314.73 per month. The vehicle is used by the Company CEO.
Because of the lack of credit history of the company, the lease
was obtained by an officer of the corporation. The wire advances
have been made by Gala Consultancy Ltd. Monies have been used
for operations for the fiscal year. Loan payable to Gala
Consultancy Ltd., represents monies advanced for the development
of the prototype.
E. CAPITAL: The Capital account reflects the 6.5 reverse split
of common stock.
F. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results
could differ from these estimates. Significant estimates in the
financial statements include the assumption that the Company will
continue as a going concern.
NOTE 2 - USE OF OFFICE SPACE
The company uses 500 square feet of space for its executive
offices at 3800 N. Fairfax Dr. Arlington, Virginia. The rent is
being deferred until a future date.
NOTE 3 - LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital, continued funding from Gala
Consultancy Ltd., and the corporation's ability to generate
revenue in the future.
The continued funding for a period of one year from the date of
his fax has been confirmed by R.J. Smith Director of Gala
Consultancy Limited by fax dated August 15, 2000.
The Company will require additional capital principally to meet
its costs for the implementation of its business plan and for
general and administrative expenses. The business plan includes
the development of a manufacturing site. Management estimates
the cost of the site at $250,000. Also an additional $500,000 to
produce the first unit. Estimated time to complete the first unit
is four months from the time the manufacturing site is ready
for production. It is not anticipated that the Company will be
able to meet its financial obligations through internal revenue
until manufacturing process is in place.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Name Age Position Held Family Relation
Lt. General
J.W. Morris (ret) 78 Chairman None
1329 Lynbrook Drive
Arlington, VA 22206
Sean Power 44 President & CEO None
7001 Dunhill Road
Baltimore, MD 21222
Capt. G.L. Smith (ret) 68 Director None
2236 Loch Lomond Drive
Vienna, VA
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected
and qualified. There are no agreements with respect to the
election of directors or regarding their position with the
Company.
Lt. General Morris, Chairman, retired in 1980 after serving as
Chief of the US Army Corp. of Engineers (USACE) for nearly five
years. He has had a long distinguished career in the US army
which began with his Westpoint academic career at the outset of
World War II. He has also worked directly with three US
Presidents, Nixon, Ford and Carter. He is a Fellow of the
Society of Military Engineers, and a Governor of Westpoint
Military Academy. He is a director of numerous corporations,
American and European. He has excellent contacts in Washington
DC and throughout the U.S. from his distinguished career in the
Military and as a member of the National Academy of Engineering.
He also was chair at the University of Maryland graduate course
in Engineering Management.
Sean Power, President, is a graduate of an Irish University and
has a post graduate MBA. He worked in the automotive industry
for Ford as well as being involved in the property and
construction industries. He is C.E.O. and will be in charge of
all the company's operations. Marketing and production are his
initial areas of responsibility. In late 1991, Mr. Power first
examined the possibility of producing a commercial wheeled
amphibious craft and then in 1992/3 produced prototypes which
were successfully licensed by both the UK Department off Trading
Industry, and by Lloyds of London. He has since been working on
establishing the market for these machines. He arranged all the
necessary finance to build the prototypes and has developed
relevant contacts in Government departments, industry and the
military throughout the world.
Capt. Lee Smith, Director, is a civil engineering graduate of
Penn State University and has a Masters Degree in management from
the Naval Post Graduate School. He has over thirty years
domestic and international experience in major management and
facilities engineering program, including construction,
maintenance, transportation, and utility systems. He also has
expertise in computer base maintenance management systems. He
completed his U.S. Navy engineering career as a Captain.
Richard J. Smith, Director, has served as the Company's interim
Chief Financial Officer and as a director since December 1998.
Mr. Smith is a Fellow of the Association of Chartered Certified
Accountants, qualifying in 1970. In 1972, he moved to Jersey
(Channel Islands) and after working as an audit manager for three
years moved to Hambros Channel Islands Trust Corporation as their
accountant. In 1978, he took a position as Finance Controller
with Avis Channel Islands car rental and motor dealership
operations. After the disposal of those businesses by Avis, he
became Chief Executive for the new private owner. In 1986 he
moved back into the finance industry as Deputy Finance Manager
for Save & Prosper in Jersey, Channel Islands, a Robert Fleming
fund management subsidiary. Since 1988, Mr. Smith has acted as a
Finance Director for Kevin R. Leech's portfolio of investments.
Kevin R. Leech, Director, is the Executive Chairman of ML
Laboratories plc, a United Kingdom company listed on the London
Stock Exchange which is engaged in the research and development
of ethical pharmaceuticals and related products. He is the co-
founder of ML and controls 53% of its equity. He is also
Executive Chairman of Queensborough Holdings plc, a United
Kingdom company listed on the London Stock Exchange whose
principal activities are in the leisure sector, and of which he
owns 29.7%. In addition, Mr. Leech is a director and principal
shareholder of numerous privately-owned companies resulting from
his role as a provider of private venture capital.
There are no agreements or understandings for any officer or
director to resign at the request of another person and there are
no officers or directors at this time, or in the foreseeable
future, acting on behalf of or at the direction of any other
person.
To the knowledge of management, during the past five years, no
present or former director or executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by a court for the business or present of such
a person, or any partnership in which he was a general partner at
or within two yeas before the time of such filing, or any
corporation or business association of which he was an executive
officer within two years before the time of such filing; (2) was
convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses); (3) was the subject of any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting the following activities: (i) acting
as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing,
or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or
practice in connection with such activity; (ii) engaging in any
type of business practice; (iii) engaging in any activity in
connection with the purchase or sale of any security or commodity
or in connection with any violation of federal or state
securities laws or federal commodity laws; (4) was the subject of
any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right
of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activity; (5) was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to have
violated any federal or state securities law and the judgment in
subsequently reversed, suspended or vacate; (6) was found by a
court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding
by the Commodity Futures Trading Commission has not been
subsequently reversed, suspended or vacated.
Item 10. EXECUTIVE COMPENSATION
SUMMARY
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors.
Sean Power is currently the only director with a salary. He
receive $72,000 per year and in addition has a relocation package
of $40,000 and is allowed reimbursement of all reasonable
expenses incurred as part of his position with the Company, such
as transportation and traveling.
COMPENSATION TABLE: None; no form of compensation was paid to
any officer or director at any time during the last two fiscal
years.
CASH COMPENSATION: Sean Power is currently the only director with
a salary. He receive $72,000 per year and in addition has a
relocation package of $40,000 and is allowed reimbursement of all
reasonable expenses incurred as part of his position with the
Company, such as transportation and traveling.
BONUSES AND DEFERRED COMPENSATION: None
COMPENSATION PURSUANT TO PLANS: None
PENSION TABLE: None
OTHER COMPENSATION: None
COMPENSATION OF DIRECTORS: None
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT:
There are no compensatory plans or arrangements of any kind,
including payments to be received from the Company, with respect
to any person which would in any way result in payments to any
such person because of his or her resignation, retirement, or
other termination of such person's employment with the Company or
its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in
control of the Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the information, to the best
knowledge of the Company as of April 30, 1999, with respect to
each person known by the Company to own beneficially more than 5%
of the Company's outstanding common stock, each director of the
Company and all directors and officers of the Company as a group.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
---------------- -------------------- --------
Burlington Associations 1,280,000 25.40%
St. Helier, England
General Capital Limited 409,060 8.12%
New York, New York
Melchrisea Holdings Ltd. 369,270 7.33%
Gibraltar
Partridge Ventures Ltd. 1,280,000 25.40%
St Helier, England
Technology Finance Ltd. 608,153 12.07%
London, England
Wing Capital Ltd. 540,000 10.72%
Gibraltar
John Morris (Director) 150,000 2.98%
Arlington, Virginia
G. Lee Smith (Director) 100,000 1.98%
Vienna, Virginia
The Company has been advised that the persons listed above have
sole voting, investment, and dispositive power over the shares
indicated above. Percent of Class (third column above) is based
on 5,038,461 shares of common stock outstanding on April 30,
1999.
Sean Power, the Company's president, is the beneficial owner of
the 1,280,000 shares held by Burlington Associations.
Additionally, Kevin Leech, a director of the Company, is the
beneficial owner of the 1,280,000 shares held by Partridge
Ventures Ltd.
The Company does not have any arrangements, which the Company is
aware of, that may affect a change of ownership in the Company.
Item 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
To the best of Management's knowledge, during the fiscal year
ended April 30, 2000 there were no material transactions, or
series of similar transactions, except as attached, since the
beginning the Company's last fiscal year, or any currently
proposed transactions, or series of similar transactions, to
which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive
officer, or any security holder who is known by the Company's
common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
CERTAIN BUSINESS RELATIONSHIPS:
During the fiscal year ended April 30, 2000, there were no
material transactions between the Company and its management.
INDEBTEDNESS OF MANAGEMENT:
To the best of Management's knowledge, during the fiscal years
ended April 30, 2000, there were no material transactions, or
series of similar transactions, since the beginning of the
Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the
Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any director or executive officer,
or any security holder who is known by the Company to own of
record or beneficially more than 5% of any class of the company's
common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
TRANSACTIONS WITH PROMOTERS:
To the best Knowledge of management, no such transactions exist.
Item 13. FINANCIAL STATEMENTS, EXHIBITS AND REPORTS ON FORM 8-K
(A) FINANCIAL STATEMENTS
The Following financial statements are filed as part of this
registration statement:
Balance Sheet
Statement of Loss
Statement of Cash Flows
Statement of Shareholders' Equity (Deficit)
Selected Financial Data
(B) EXHIBITS AND INDEX OF EXHIBITS
The following exhibits are included in this filing. Other
exhibits have been omitted since the required information is not
applicable to the registrant.
EXHIBIT
3 Certificate of incorporation and by-laws
27 Financial Data Schedule
(C) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the fourth quarter of the
period for which this Annual Report is filed.
<PAGE>
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf of the
Registrant and in the capacities and on the dates indicated:
Dated: August 17, 1999
/s/ AMAC, INC.
(Registrant)
By: Sean Power
President and Director,
Chief Executive Officer
