U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1999
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 000-24459
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AMCI INTERNATIONAL, INC.
-----------------------------------
(Name of Small Business Issuer in its Charter)
UTAH 59-2159271
---- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes____ No ___
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
September 30, 1999
Common - 1,471,391 shares
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required
to be filed with this 10-QSB Quarterly Report were prepared by management and
commence on the following page, together with related Notes. In the opinion
of management, the Consolidated Financial Statements fairly present the
financial condition of the Company.
<PAGE>
AMCI
INTERNATIONAL, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 1999 and December 31, 1998
<PAGE>
<TABLE>
AMCI INTERNATIONAL, INC.
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
September 30, December 31,
1999 1998
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ - $ -
Total Current Assets - -
TOTAL ASSETS $ - $ -
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $22,624 $ 9,881
Total Current Liabilities 22,624 9,881
TOTAL LIABILITIES 22,624 9,881
STOCKHOLDERS EQUITY (DEFICIT)
Common stock: 50,000,000 shares
authorized of $0.001 par value,
1,471,391 shares issued
and outstanding 1,471 1,471
Additional paid-in capital 75,348 73,654
Deficit accumulated during the
development stage (99,445) (85,006)
Total Stockholders Equity
(Deficit) (22,624) (9,881)
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY
(DEFICIT) $ - $ -
</TABLE>
<TABLE>
AMCI
INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
For the For the July 26,
Three Months Ended Nine Months Ended 1983 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ - $ -
EXPENSES 9,224 577 14,437 9,142 99,443
NET INCOME $ (9,224) $ (577)$(14,437) $ (9,142)$(99,443)
BASIC NET LOSS PER
SHARE OF COMMON
STOCK $ (0.00) $ (0.00)$ (0.01) $ (0.00)
BASIC WEIGHTED AVERAGE
OF SHARES OUTSTANDING 1,471,391 1,471,391 1,471,391 1,471,391
</TABLE>
<TABLE>
AMCI
INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
<S> <C> <C> <C> <C>
At inception on July 26, 1983 - $ - $ - $ -
Common stock issued for services
at $0.20 per share 4,772 5 949 -
Common stock issued for cash
at approximately $2.00 per share 12,500 12 24,988 -
Common stock issued to
acquire subsidiary recorded at
predecessor cost of $0.00 27,000 27 (27) -
Net loss from inception July 26,
1983 to December 31, 1994 - - - (27,155)
Balance, December 31, 1994 44,272 44 25,910 (27,155)
Net loss for the year ended
December 31, 1995 - - - (100)
Balance, December 31, 1995 44,272 44 25,910 (27,255)
Common stock issued for services
at approximately $0.03 per
share 1,427,088 1,427 39,800 -
Stock split adjustment 31 - - -
Contributed capital - - 1,920 -
Net loss for the year ended
December 31, 1996 - - - (42,746)
Balance, December 31, 1996 1,471,391 1,471 $ 67,630 $ (70,001)
Contributed capital - - 2,991 -
Net loss for the year ended
December 31, 1997 - - - (4,136)
Balance, December 31, 1997 1,471,391 1,471 70,621 (74,137)
Contributed Capital - - 3,033 -
Net loss for the year ended
December 31, 1998 - - - (10,869)
Balance, December 31, 1998 1,471,391 1,471 73,654 (85,006)
Contributed capital (unaudited) - - 1,694 -
Net loss for the nine months ended
September 30, 1999 (unaudited) - - - (14,437)
Balance, September 30, 1999
(unaudited) 1,471,391 $1,471 $ 75,348 $ (99,443)
</TABLE>
<TABLE>
AMCI
INTERNATIONAL, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
For the For the July 26,
Three Months Ended Nine Months Ended 1983 Through
September 30, September 30, September 30,
1999 1998 1999 1998 1999
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (9,224) $ (577) $ (14,437)$ (9,142) $ (99,443)
Adjustments to
reconcile net loss to
net cash used by
operating activities:
Contributed capital
for expenses 454 702 1,694 2,449 9,638
Stock issued for
services - - - - 42,181
Increase (decrease)
in accounts payable 8,770 (125) 12,743 6,693 22,624
Net Cash Used by
Operating
Activities - - - - (25,000)
CASH FLOWS FROM INVESTING
ACTIVITIES: - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock
for cash - - - - 25,000
Net Cash Provided by
Financing Activities - - - - 25,000
NET INCREASE (DECREASE)
IN CASH - - - - -
CASH AT BEGINNING OF
PERIOD - - - - -
CASH AT END OF PERIOD $ - $ - $ - $ - $ -
CASH PAID FOR:
Interest $ - $ - $ - $ - $ -
Income taxes $ - $ - $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Contributed capital
for expenses $ 454 $ 702 $1,694 $2,449 $ 9,638
Common stock issued
for services $ - $ - $ - $ - $42,181
</TABLE>
AMCI INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 1999 and December 31, 1998
NOTE 1 - ORGANIZATION AND HISTORY
The Company was incorporated on July 26, 1983 under the laws of State
of Utah as HJK, Ltd. The purpose of the business was to acquire and
operate or lease natural resource properties and engage in mining,
milling, production, buying and developing natural resource
properties. On August 16, 1985 the Company issued 27,000 shares
common stock to acquire 100% of the common stock of AMCI
International, Inc. (AMCI). AMCI was engaged in manufacturing and
selling quality furniture. The subsidiary was involuntarily
dissolved on December 31, 1987. Presently, the Company is seeking a
new business opportunity.
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
b. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
c. Basic Loss Per Share
The computations of basic loss per share of common stock are based on
the weighted average number of shares outstanding at the date of the
financial statements.
d. Provision for Taxes
At September 30, 1999, the Company had net operating loss
carryforwards of approximately $99,000 that may be offset against
future taxable income through 2014. No tax benefit has been reported
in the financial statements, because the Company believes there is a
50% or greater chance the carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss carryforwards are
offset by a valuation account of the same amount.
e. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
f. Unaudited Financial Statements
The accompanying unaudited financial statements include all of the
adjustments which, in the opinion of management, are necessary for a
fair presentation. Such adjustments are of a normal, recurring
nature.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating
costs and to allow it to continue as a going concern. It is the
intent of the Company to seek a merger with an existing, operating
company. Until that time, shareholders of the Company have committed
to meeting its minimal operating needs.
NOTE 3 - STOCK TRANSACTIONS
On June 15, 1996, the Company issued 200,000 shares common stock for
services rendered valued at $40,000.
On November 1, 1996, the Board of Director approved a 200 for 1
reverse stock split and issued 1,227,088 shares of post split common
stock for services rendered valued at $1,227. The reverse stock
split has been applied retroactively to the financial statements.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or
had any revenues from operations during the last quarter or the past two
calendar years. The Company's plan of operation for the next 12 months is to
continue to seek the acquisition of assets, properties or businesses that may
benefit the Company and its stockholders. Management anticipates that to
achieve any such acquisition, the Company will issue shares of its common
stock as the sole consideration for any such acquisition.
During the next 12 months, the Company's only foreseeable
cash requirements will relate to maintaining the Company in good
standing or the payment of expenses associated with reviewing or
investigating any potential business venture. Such funds may
be advanced by management or stockholders as loans to the Company. Because
the Company has not identified any such venture as of the date of this Report,
it is impossible to predict the amount of any such loans or advances.
However, any such loans or advances should not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this
Report, the Company is not involved in any negotiations respecting any such
acquisition.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Utah, compromising and settling its debts and seeking the acquisition
of assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations during the
two most recent calendar years.
At September 30, 1999, the Company had $0 in assets and $22,624 in
liabilities. The Company had no revenues for the three months ended September
30, 1999 and 1998, with $9,224 and $577 in expenses, for net losses of
($9,224) and ($577), respectively.
Liquidity
- ---------
At September 30, 1999, the Company had no current assets, with total
current liabilities of $22,624. Total stockholder's equity was ($22,624).
A stockholder contributed to capital $1,694 in 1999 and in 1998 that same
stockholder contributed $3,033.
Year 2000.
- ---------
Because the Company is not presently engaged in any substantial
business operations, management does not believe that computer problems
associated with the change of year to the year 2000 will have any material
effect on its operations. However, the possibility exists that the Company
may merge with or acquire a business that will be negatively affected by the
"year 2000" problem. The effect of such problem or the Company in the future
can not be predicted with any accuracy until such time as the Company
identifies a merger or acquisition target.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2. Changes in Securities.
None; not applicable.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security holders
during the third quarter of the calendar year covered by this Report or
during the two previous calendar years.
Item 5. Other Information.
Effective October 26, 1999, the Company acquired certain assets from
OSCM-OneStop.com, Inc., a Florida corporation ("OSCM"), in exchange for
2,207,898 "restricted securities" (common stock) of the Company, amounting to
60% of the post-acquisition outstanding securities of the Company; and then,
effective October 27, 1999, a forward split of 5.435034 for one was completed,
which increased the post-acquisition outstanding securities of the Company to
20,000,000 shares. A copy of the News Release respecting this acquisition is
attached hereto and incorporated herein by reference.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description
99 News Release
(b) Reports on Form 8-K.
None.
SIGNATURES
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 thereunto duly authorized.
AMCI INTERNATIONAL, INC.
Date: 11/3/99 By/s/David C. Merrell
------- --------------------------------------
David C. Merrell
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated:
AMCI INTERNATIONAL, INC.
Date: 11/3/99 By/s/David C. Merrell
-------- ------------------------------------
David C. Merrell
President and
Director
Date: 11/3/99 By/s/Michael C. Brown
-------- ------------------------------------
Michael C. Brown
Secretary/Treasurer and Director
FOR IMMEDIATE RELEASE Contact: James H. Post
Edelman PR Worldwide
212-704-4473
[email protected]
OSCM-ONE STOP.COM SELLS E-COMMERCE UNIT
TO AMCI INERNATIONAL FOR CASH AND STOCK
Plainview, NY October 28, 1999 - OSCM-One Stop.Com Inc. (OTC Bulletin Board:
OSCR)a communications company specializing in E-commerce, IP telephony and CTI
applications today announced the sale of its e-commerce unit to AMCI
International, Inc. (OTC Bulletin Board: AMMN), a fully reporting 12g company.
AMCI International will formally change its name to shopss.com, Inc.
The OSCM unit sold consists of shopss.com, a virtual shopping mall tht enables
committed shoppers to purchase a variety of consumer goods, electronics and
books via the Internet, and CCM Computer Accessores, Inc., which assembles
computers and owns and operates customer fulfillment centers that function as
warehouses and shipping facilities for products ordered on the virtual mall.
"With the tremendous growth in both our e-commerce and tlecommunications
divisions, it became apparent that members of the investment community were
interested in separately financing the growth of each respective division,"
said Rami Adler, CEO of OSCM One-Stop.Com. "Therefore, to accomodate this
fiscal reality, the divestment of shopss.com and CCM Computer Accessories to
AMCI was the logical next step."
Pursuant to the Asset Purchase Agreement, in exchange for the OSCM assets,
AMCI will issue 2,207,898 shares or an amount equal to approximately sixty
percent (60%) of its post closing outstanding common stock and pay cash of $5
Million, of which $1 Million has been paid, $1 Million will be paid by
December 31, 1999 and $3 Million by January 2, 2000. The cash payments are to
be made from the proceeds of a $25 Million equity investment in AMCI
International for which AMCI has received a firm commitment. the outstanding
post-agreement shares of common stock will be a forward split on the basis of
5.435034 for one, resulting in 20,000,000 post-split and post-agreement
outstanding shares of AMCI's common stock. The $25 Million funding to AMCI,
will be made in exchange for 2,000,000 post-split shares of AMCI
International, Inc.
The statements in this release regarding products and revenues are forward
looking and subject to risk and uncertainty, and future results could differ
materially from past performance. The Company is currently in the process of
completing a 10-SB to be filed with the SEC. It is the Company's intent to
file those documents for the Company to become a fully reporting company under
the Securities Exchange Act of 1934.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001063293
<NAME> AMCI INTERNATIONAL, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 22624
<BONDS> 0
0
0
<COMMON> 1471
<OTHER-SE> (24095)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9224
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
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<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9224)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
