UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
American Quantum Cycles, Inc.
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(Name of Issuer)
Series B Convertible Preferred
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(Title of Class of Securities)
02914P20
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(CUSIP Number)
John A. Eckstein, Fairfield and Woods, P.C., 1700 Lincoln Street,
Suite 2400, Denver, Colorado 80203 303-830-2400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13 D, and if filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 02914P20
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
(i) Merchant Banking Services, Inc. (an Ontario corporation)
(ii) Murray Smith, In Trust
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) (i) and (ii) X
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)
00
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) ___
6. Citizenship of Place or Organization
Canada
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power
8. Shares Voting Power (i) 200,000 (ii) 42,500
9. Sole Dispositive Power
10 Shares Dispositive Power (i) 200,000 (ii) 42,500
11. Aggregate Amount Beneficially Owned by Each Reporting Person
(i) 200,000 (ii) 42,500
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ___
13. Percent of Class Represented by amount in Row (11)
(i) 40% (ii) 8.5%
14. Type of Reporting Person (See Instructions)
(i) CO (ii) 00 - Trust
<PAGE>
Item 1: Security and Issuer
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Series B Convertible Preferred shares. The principal place of business for
American Quantum Cycles, Incorporated is 731 Washburn Road, Melbourne, FL 32934.
Item 2: Identity and Background
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a. Murray Smith
b. 23 Harnish, Crescent, Toronto, Ontario Canada, 2M2C2
c. Merchant Banker; Merchant Banking Services, Inc
d. No
e. No
f. Canadian.
Item 3: Source and Amount of Funds or Other Consideration
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The registrants acquired the referenced securities from the issuer through an
agreement providing for an exchange of all their stock in American Motorcycle
Company, a Delaware corporation, for the referenced securities and a subsequent
merger of American Motorcycle into a wholly-owned subsidiary of the issuer.
Item 4: Purpose of Transaction
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The "purpose" of the acquisition of the securities of the issuer was an
extraordinary corporate transaction, namely an acquisition by American Quantum
Cycles, Inc. of American Motorcycle and then a merger of American Motorcycle
Company into a wholly-owned subsidiary of American Quantum Cycles, Inc. (see
Exhibit A). A board meeting is proposed for September 25 and 26, 2000; it is
believed by registrants that a change in the composite of the present board of
directors and officers of issuer may then take place.
Item 5: Interest in Securities of Issuer
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a. The aggregate number of shares beneficially owned indirectly by the
registrant is 242,500 Series B Preferred shares or forty-eight and a
half percent (48.5%) of the aggregate of all Series B Preferred stock
issued in the acquisition by the issuer; Series B Preferred shares
will be convertible into common shares of the issuer (upon the
approval by issuer's common shareholders of an increase in the
authorized common stock of the issuer), and upon approval by the
shareholders and conversion by the registrants thereafter. Registrants
will then own approximately twenty-four and a quarter percent (24.25%)
of common shares of the issuer. The transaction closing took place at
the principal place of business of the issuer in Melbourne, Florida.
<PAGE>
b. Each share of Series B Preferred stock has 38.3 votes, when each share
of common stock has one (1) vote.
c. On or about August 28, 2000, the registrant indirectly received
242,500 shares of Series B Preferred Shares convertible into 38.39
common shares of American Quantum.
d. Not applicable
e. Not applicable
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
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The securities of the registrants are subject to the provisions of a Pooling
Agreement effective the 25th day of August, 2000, a copy of which is attached
hereto. The securities are subject to substantial restrictions on transfer when
subject to the Pooling Agreement. While the securities are subject to the
agreement, the registrants may vote them as they see fit. In the event that Mr.
Smith is employed by the issuer on December 28, 2000, then one-half of the
subject securities will be released from the restrictions of the Pooling
Agreement; in the event that Mr. Smith is employed by or consulting with the
issuer on December 28, 2001, then the remaining shares will be released.
Item 7: Material to be Filed as Exhibits
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a. Merger Agreement dated August 15, 2000 (including Certificate of
Designations of Series B Preferred shares, other exhibits omitted)
b. Equity Pooling Agreement dated August 25, 2000
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: August 25, 2000
MERCHANT BANKING SERVICES, INC.
By: /s/ Murray Smith
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Murray Smith, Director,
Officer and Beneficial Owner
