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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-SB
General Form For Registration of Securities of
Small Business Issuers Under Section 12(b)
or 12(g) of the Securities and Exchange Act of 1934
A. M. S. MARKETING, INC.
(Name of Small Business Issuer in Its Charter)
<TABLE>
<S> <C>
Delaware 65-0854589
(State or other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
7040 W. Palmetto Park Road
Building 4, Suite 572
Boca Raton, FL 33433
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(561) 218-2140
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
</TABLE>
Securities to be registered under Section 12(g) of the Act:
Common Stock
(Title of Class)
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Page
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<S> <C>
PART I
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1. Business 2
2. Management's Discussion and Analysis 4
3. Description of Property 5
4. Security Ownership of Certain Beneficial Owners and Management 5
5. Directors and Executive Officers 6
6. Executive Compensation 7
7. Certain Relationships and Related Transactions 7
8. Description of Securities 7
PART II
1. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters 7
2. Legal Proceedings 8
3. Changes in and Disagreements With Accountants 8
4. Recent Sales of Unregistered Securities 8
5. Indemnification of Directors and Officers 11
PART F/S 12
1. Financial Statements 14
PART III
1. Index to Exhibits
</TABLE>
1
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PART I
Item 1. Business
Forward-looking Statements
This Registration Statement includes forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange
Act"). These statements are based on management's beliefs and assumptions, and
on information currently available to management. Forward-looking statements
include statements in which words such as "expect," "anticipate," "intend,"
"plan," "believe," estimate," "consider," or similar expressions are used.
Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. The Company's future results and
stockholder values may differ materially from those expressed in these
forward-looking statements. Many of the factors that will determine these
results and values are beyond the Company's ability to control or predict. In
addition, the Company does not have any intention or obligation to update
forward-looking statements after the effectiveness of this Registration
Statement, even if new information, future events or other circumstances have
made them incorrect or misleading. For these statements, the Company claims the
protection of the safe harbor for forward-looking statements contained in
Section 21E of the Exchange Act.
History
A.M.S. Marketing Inc. ("A.M.S.") was incorporated in Delaware in July, 1998
as a wholly owned subsidiary of Parkview Management Inc., a Florida corporation
("Parkview"). On August 20, 1998, Parkview merged with and into A.M.S. as a
result of which A.M.S. succeeded to all of the assets and liabilities of
Parkview. Accordingly, all references herein to the "Company" include A.M.S. and
Parkview. Parkview was formed in July 1982 and provided business consulting
services to start-up and developmental companies until 1993 when it ceased
operations.
In January 1998, Alfred M. Schiffrin, the current president and sole
director of the Company, purchased from the Company 1,200,000 shares of its
common stock, par value $.001 per share (the "Common Stock"), for $1,200 and, on
the same date, purchased 800,000 shares of Common Stock for $800 from a former
officer and director of the Company. As a result, Mr. Schiffrin became the
controlling shareholder of the Company.
On January 25, 1999, the Company effected a two for one forward split of
its outstanding shares of Common Stock (the "Forward Split"). Unless otherwise
indicated, all share and per share data set forth below gives effect to the
Forward Split. The Common Stock is not currently traded on any exchange. The
Company intends to apply to have the shares of Common Stock traded on the OTC
Bulletin Board but there can be no assurance that such application will be
granted and, if granted, that an active market will be established or maintained
for the Common Stock.
2
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General
The Company is in the development stage. Since June 1998, the Company has
been marketing pre-owned, brand name photocopy machines for an unrelated office
furniture company. The Company is exploring other marketing opportunities,
including the purchase and sale of new and pre-owned office equipment, office
furniture, home furnishings and appliances. The Company is also considering
other means of expanding its business, such as through acquisition, that may
entail the issuance of additional shares of its Common Stock, but there are no
current plans to do so.
Services/Products
The Company is currently marketing pre-owned, refurbished Canon and
Minolta photocopy machines in conjunction with Office Furniture Warehouse, Inc.
("OFWI"), an unaffiliated party located in Pompano Beach, Florida, where OFWI
maintains a 12,000 square foot showroom and a nearby 30,000 square foot
warehouse. OFWI is a retail seller of new and used office furniture and systems.
The photocopiers marketed by the Company range from simple desk-top models to
stand-alone, multi-function business machines.
Pursuant to an oral agreement between the Company and OFWI, which is
terminable at will by either party, revenues generated from the sale of
pre-owned photocopiers, after deduction of the cost of each photocopier and the
cost of a 90-day warranty purchased from an unaffiliated party, are shared
equally between the Company and OFWI. The Company is the sole and exclusive
marketer for OFWI of pre-owned photocopiers.
The pre-owned photocopiers are purchased by OFWI and are delivered and
installed by OFWI trucks and personnel. The photocopiers are warranteed for 90
days following installation by a third party provider with whom OFWI contracts.
The Company is highly dependent upon OFWI. Termination by OFWI of its oral
agreement with the Company would have a material adverse effect upon the
Company, as the Company currently lacks the financial resources to operate its
own retail outlets and may be unable to locate another party for whom it could
provide its marketing services on the same terms and conditions as agreed with
OFWI.
The Company is exploring other marketing opportunities, including the
purchase and sale of new and pre-owned office equipment, office furniture, home
furnishings and appliances. In each case, the Company will attempt to favor in
its product mix pre-owned items, as the Company believes it can realize greater
gross profit margins on such items.
Distribution
The Company markets the pre-owned photocopiers by means of daily
advertisements in local newspapers, daily facsimile transmissions to local
businesses, periodic advertisements in newspapers of larger circulation and
direct mail solicitations independently and in conjunction with OFWI.
3
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Competition
The pre-owned photocopier industry is highly competitive and consists of
several large and medium sized companies as well as numerous small companies.
The Company also competes with sellers of new photocopy machines. Competition in
the industry is generally based on price, service and availability of varied
models of equipment. The Company anticipates that it will experience substantial
competition in attempting to secure clients for its marketing services with
respect to products other than pre-owned photocopiers. In each instance, almost
all of the Company's competitors possess greater resources than the Company and
have a longer operating history.
Principal Suppliers
All of the pre-owned photocopier machines currently marketed by the
Company are purchased by OFWI from Intercom Copier Market ("ICM"), an
unaffiliated party located in Pompano Beach, Florida. The Company believes that
ICM is the largest wholesaler of pre-owned photocopiers in south Florida and one
of the largest in the United States. There are other suppliers from whom OFWI
could purchase pre-owned photocopiers. The Company believes, however, that
because of favorable logistics and pricing and the high quality of the equipment
sold by ICM, the loss of ICM as a supplier would have a significant effect upon
the Company. In addition, interruptions in supply could adversely effect the
ability of the Company and OFWI to meet customer demand in a timely manner.
The 90 day warranty offered by OFWI is currently provided by two,
unrelated third party providers. The Company believes that there are other such
providers and the loss of either of the current providers would not have a
material adverse effect upon the Company.
Governmental Regulation
The Company is not subject to any governmental regulations other than
those generally applicable to all businesses.
Employees
The Company does not have any employees other than its current officer and
director, Alfred M. Schiffrin. The Company's success will be largely dependent
upon the decisions made by Mr. Schiffrin, who does not devote all of his
business time to the Company's affairs.
Item 2. Management's Discussion and Analysis
Overview
The Company is in the development stage having recommenced operations in
June 1998 after being inactive for several years. Accordingly, management
believes that comparisons between the results of operations for 1998 and prior
years would not be meaningful.
4
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The Company is currently engaged in marketing activities for an unrelated
party and has no employees other than its president who is unsalaried. The
Company does not anticipate hiring any employees, purchasing any plant or
significant equipment or conducting any product research and development during
the next (12) months. The Company also does not anticipate initiating any sales
activities for its own account until such time as the Company's resources
permit.
As discussed below, fiscal year 1998 was characterized by nominal revenues
offset by significant expenses associated with financing and establishment of
the Company's offices.
Results of Operations
Revenues in fiscal 1998 were approximately $11,100 and expenses were
approximately $19,600, resulting in a net loss for such year in the amount of
approximately $8,500. Of the $19,600 of expenses, approximately $12,000
represented legal, accounting and filing fees incurred in connection with the
Company's private placement in December, 1998 that resulted in gross proceeds to
the Company of $44,450 and approximately $3,000 represented certain one-time
costs and expenses of establishing the Company's offices.
The Company is not presently aware of any known trends, events or
uncertainties that may have a material impact on its revenues or income from
operations.
Liquidity and Capital Resources
The Company financed its operations during 1998 through a non-interest
bearing loan of $7,500 from its president that was repaid at the end of 1998 and
revenues from operations, and from the net proceeds of $32,450 received from the
sale of 44,450 shares of Common Stock. As of December 31, 1998, the Company's
principal sources of liquidity consisted of cash of $35,470 and accounts
receivable of $898. The Company believes that such sources will be sufficient to
allow it to operate with minimum revenues over the next twelve months.
The Company does not have any present plans to raise additional capital
through the sale of Common Stock or other securities.
Item 3. Description of Property
The Company does not own or lease any real property except for an
executive office suite leased from Executive Suites of Grove Centre, Inc. until
March 31, 1999 at a monthly base
rent of $430.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information as of the date hereof, based on
information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by (i) each person known by the Company
to own beneficially 5% or more of the Common Stock, (ii) each director and
officer of the Company and (iii) all directors and officers as a group. The
number of shares of Common Stock owned are those "beneficially owned" as
determined under the rules of the Securities and Exchange Commission, including
any shares of Common
5
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Stock as to which a person has sole or shared voting or investment power and any
shares of Common Stock which the person has the right to acquire within 60 days
through the exercise of any option, warrant or right.
<TABLE>
<CAPTION>
Number of Percent
Name and Address of Beneficial Owner Shares Owned Owned
- ------------------------------------ ------------ ------
<S> <C> <C>
Alfred M. Schiffrin....................... 4,000,000 87.2%
c/o A.M.S. Marketing, Inc.
7040 W. Palmetto Park Road
Building 4, Suite 572
Boca Raton, FL 33433
Alicia M. LaSala.......................... 400,000 8.7%(1)
6674 Serena Lane
Boca Raton, FL 33433
All Executive Officers and Directors
as a Group (one
person................................... 4,000,000 87.2%
</TABLE>
- -----------------
(1) Includes 20,000 shares of Common Stock owned of record by a trust for the
benefit of Mrs. LaSala's minor child of which her husband is the sole trustee
and 160,000 shares of Common Stock owned of record by her husband's individual
retirement account. Mrs. LaSala disclaims beneficial ownership of such shares.
Item 5. Directors, Executive Officers.
The following table sets forth the name, age and position of each director
and executive officer of the Company as of the date hereof.
<TABLE>
<CAPTION>
NAME AGE POSITION
<S> <C> <C>
Alfred M. Schiffrin 61 President, Secretary, Treasurer and
Director
</TABLE>
Alfred M. Schiffrin has been President, Secretary, Treasurer and a
Director of the Company since January 1998. Since December 1995, Mr. Schiffrin
has been the President of Newmarket Strategic Development Corp., a consulting
company. From September 1995 to May 1997, Mr. Schiffrin was President of L.H.
Ross & Company, a broker dealer registered with the National Association of
Securities Dealers (the "NASD"). From September 1994 to August 1995, Mr.
Schiffrin was an independent investor. From July 1994 to September 1994, Mr.
Schiffrin was an account executive with Ross Securities, an NASD broker dealer
located in Boca Raton, Florida.
Item 6. Executive Compensation
6
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The Company has not paid any compensation to its current officer and
director. The Company expects to pay reasonable compensation at such time as the
Company's business develops to such extent that it is able to do so. The Company
does not have any incentive or stock option plans and does not have any
employment agreements.
Item 7. Certain Relationships and Related Transactions
The Company has not entered into any transactions during the last two
fiscal years with any director, executive officer, director nominee, 5% or more
shareholder, nor has the Company entered into transactions with any member of
the immediate families of the foregoing persons (includes spouse, parents,
children, siblings, and in-laws) nor is any such transaction proposed, except as
follows: in January 1998, the company sold 1,200,000 shares of Common Stock to
Alfred M. Schiffrin for an aggregate consideration of $1,200. During 1998, the
Company borrowed (and repaid) $7,500 from its President, as a non-interest
bearing working capital advance.
Item 8. Description of Securities
The Company's authorized capital consists of 20,000,000 shares of Common
Stock, par value $.001 per share. Holders of shares of Common Stock are entitled
to one vote per share at all meetings of stockholders. Stockholders are not
permitted to cumulate votes in the election of directors. All shares of Common
Stock are equal to each other with respect to liquidation rights and dividend
rights. There are no preemptive rights to purchase any additional shares of
Common Stock. In the event of liquidation, dissolution or winding up of the
Company, holders of the Common Stock will be entitled to receive on a pro rata
basis all assets of the Company remaining after satisfaction of all liabilities.
The outstanding shares of Common Stock are duly and validly issued, fully paid
and non-assessable.
As of the date hereof, the Company has outstanding 4,588,900 shares of
Common Stock.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters
Market For Common Stock and Related Stockholder Matters
There is no public trading market for the Company's Common Stock. The
Company intends to apply to have the Common Stock traded on the OTC Bulletin
Board. No assurance can be given that such application will be approved and, if
approved, that an active trading market for the Common Stock will be established
or maintained.
There are no outstanding options or warrants to purchase, or securities
convertible into, shares of Common Stock.
As of the date hereof, there are 4,000,000 shares of Common Stock that
could be sold pursuant to Rule 144 under the Securities Act of 1933, as amended
(the "Securities Act") and the
7
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Company has not agreed to register any shares of Common Stock under the
Securities Act for sale by security holders.
The Company is not, and has not proposed to, publicly offer any shares of
Common Stock.
Holders of Record
As of February 1, 1999, there were approximately 64 holders of record of
the Company's Common Stock, and the number of beneficial holders was
approximately 66.
Dividends
The Company has never paid a cash dividend on its Common Stock nor does
the Company anticipate paying cash dividends on its Common Stock in the near
future. It is the present policy of the Company not to pay cash dividends on the
Common Stock but to retain earnings, if any, to fund growth and expansion. Under
Delaware law, a Company is prohibited from paying dividends if the Company, as a
result of paying such dividends, would not be able to pay its debts as they come
due, or if the Company's total liabilities and preferences to preferred
shareholders exceed total assets. Any payment of cash dividends of the Common
Stock in the future will be dependent upon the Company's financial condition,
results of operations, current and anticipated cash requirements, plans for
expansion, as well as other factors the Board of Directors deems relevant.
Item 2. Legal Proceedings
As of the date hereof, the Company is not a party to any material pending
legal proceeding and is not aware of any threatened legal proceeding.
Item 3. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
There has been no change in principal independent accountants or reported
disagreements on any matter of accounting principles or procedures or financial
statement disclosures during the Company's two most recent fiscal years.
Item 4. Recent Sales of Unregistered Securities
No securities that were not registered under the Securities Act have been
issued or sold by the Company within the past three years, except as described
below. The share information below does not reflect the Forward Split.
8
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1. On January 2, 1998, the Company issued an aggregate of 1,200,000 shares
of Common Stock for aggregate gross proceeds of $1,200. The shares were issued
to Alfred M. Schiffrin, a sophisticated investor, in reliance upon the exemption
provided by Section 4(2) of the Securities Act.
2. On June 29, 1998, the Company issued an aggregate of 50,000 shares of
Common Stock for an aggregate gross proceeds of $50. The shares were issued to
Anthony M. Collura, a sophisticated investor, in reliance upon the exemption
provided by Section 4(2) of the Securities Act.
3. In December, 1998, the Company completed a private placement of its
Common Stock to 62 investors pursuant to Rule 504 of Regulation D, as
promulgated by the Securities and Exchange Commission under the Securities Act.
The Company issued 44,450 shares of its Common Stock at $1.00 per share. The
shares were issued to the following investors:
<TABLE>
<CAPTION>
Number of Shares
Name of Investor Purchased Amount Invested
<S> <C> <C>
Acosta, Maximino 300 300
Acosta, Maximino, C/F Alissa 100 100
Acosta UGMAFL
Acosta, Maximino, C/F Lisette 100 100
Acosta UGMAFL
Acosta, Maximnio, C/F Nicholas 100 100
Acosta UGMAFL
Astrove, Andrew & Ellen 10,000 10,000
Ayala, Ritchie 100 100
Bancroft, Michael, Sr. 500 500
Bromberg, Alfred 200 200
Bruno, Cirino 100 100
Cimino, Enzo 250 250
Cimino, Margaret 250 250
Cohen, Ronald 2,500 2,500
Cohen, Sandra 2,500 2,500
Collura, Anthony M. 1,000 1,000
Collura, Anthony M., C/F Alaina 1,000 1,000
Collura UGMANY
Collura, Anthony M., C/F Alyssa 1,000 1,000
Collura UGMANY
Collura, Anthony M., C/F Ariana 1,000 1,000
Collura UGMANY
</TABLE>
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<TABLE>
<S> <C> <C>
Dexter, John 100 100
Egry, Donald 350 350
Egry, Janice 350 350
Feder, Elaine 100 100
Feder, William 100 100
Feinmel, Howard 100 100
Fitton, Randall 200 200
Gusrae, Bert & Wendy 100 100
Gusrae, Bert, C/F Gary Gusrae 100 100
UGMAFL
Gusrae, Bert, C/F Robert 100 100
Gusrae UGMAFL
Harding, Bonnie 100 100
Harding, James 100 100
Harding, James, C/F Kristen 100 100
Harding UGMAFL
Harding, James, C/F Stephanie 100 100
Harding IGMAFL
Jacobsen Peter 100 100
Klosta, Robert 750 750
Kraus, Michael 100 100
Lorch, Edward & Theresa 1,000 1,000
Markowitz, Michael 200 200
Matteis, Joyn 5,000 5,000
McMillan, Scott 200 200
Mednick, Gary 100 100
Mednick, Gary, C/F Carly 100 100
Mednick UGMANY
Mednick, Gary, C/F Melanie 100 100
Mednick UGMANY
Mednick, Jayne 100 100
Michelin, Franklyn 150 150
Miller, Bruce 500 500
</TABLE>
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<TABLE>
<S> <C> <C>
Miller, Bruce, C/F Amber 500 500
Miller UGMANY
Miller, Bruce, C/F Jerri 500 500
Miller UGMANY
Miller, Bruce, C/F Lynn Miller 500 500
UGMANY
Miller, Edward 500 500
Miller, Janet 500 500
Miller, Lillian 500 500
Pace, Philip, Jr. 100 100
Rich, David 250 250
Rich, Fred 1,000 1,000
Rich, Nancy 750 750
Schatz, Adam 500 500
Schatz, David 500 500
Schatz, Larry 5,000 5,000
Schiffrin, Carole 750 750
Schiffrin, Geoffrey 500 500
Stern, Alan 500 500
Torres, Angel 100 100
Warmbrand, Monte 100 100
</TABLE>
Item 5. Indemnification of Directors and Officers
The Company's Certificate of Incorporation, as amended, provides that the
Company must, to the fullest extent permitted by the General Corporation Law of
the State of Delaware, indemnify all persons whom it has the power to indemnify
from and against all expenses, liabilities or other matters. The Company's
By-laws further provide that the Company must indemnify its directors, officers,
employees and agents to the fullest extent permitted by the Delaware General
Corporation Law and provides for the advancement of expenses incurred by such
persons in advance of final disposition of any civil or criminal action, suit or
proceeding, subject to repayment if it is ultimately determined that he or she
was not entitled to indemnification. The indemnification and advancement of
expenses provided in the By-laws are expressly deemed to not be exclusive of any
other rights to which a person seeking indemnification or advancement of
expenses may otherwise be entitled.
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PART F/S
The following financial statements of A.M.S. Marketing Inc. are included
in this Part F/S.
Balance Sheet at December 31, 1998.
Statements of Operations for the Years Ended December 31, 1998 and 1997.
Statements of Shareholders' Equity for the Years ended December 31, 1998
and 1997.
Statements of Cash Flows for the Years ended December 31, 1998 and 1997
Notes to Financial Statements
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INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Shareholders
A.M.S. Marketing, Inc. and Subsidiary
Boca Raton, Florida
I have audited the consolidated balance sheet of A.M.S. Marketing, Inc. and
Subsidiary as of December 31, 1998, and the related consolidated statements of
operations, shareholders' equity and cash flows for the two years ended December
31, 1998. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I 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.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of A.M.S.
Marketing, Inc. and Subsidiary as of December 31, 1998, and the results of
operations and its cash flows for each of the two years ended December 31, 1998,
in conformity with generally accepted accounting principles.
Thomas W. Klash
Certified Public Accountant
Hollywood, Florida
January 20, 1999
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A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
<TABLE>
<CAPTION>
1998
----
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $35,470
Accounts receivable - trade 898
Prepaid expenses 455
------
Total current assets 36,823
------
OTHER ASSETS:
Security deposits 430
-------
Total Assets $37,253
=======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Total current liabilities $ -
---
SHAREHOLDERS' EQUITY:
Common Stock, $.001 par value,
20,000,000 shares authorized;
4,588,900 shares issued
and outstanding 4,588
Additional paid-in capital 45,812
Deficit accumulated during
development stage (9,347)
Deficit accumulated prior to
development stage (3,800)
------
Total Shareholders' Equity 37,253
------
Total Liabilities and
Shareholders' Equity $37,253
=======
</TABLE>
See accompanying notes to financial statements.
14
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A.M.S. MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
TWO YEARS ENDED DECEMBER 31, 1998
AND FROM JANUARY 1, 1994 TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Cumulative
Development
1998 1997 Stage Amounts
---- ---- -------------
<S> <C> <C> <C>
REVENUES $ 11,146 $ - $ 11,146
GENERAL AND
ADMINISTRATIVE
EXPENSES 19,593 224 20,493
-------- ---- --------
NET (LOSS) $ (8,447) $(224) $ (9,347)
======== ==== ========
PER SHARE INFORMATION:
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING
DURING THE PERIOD 4,469,620 2,000,000 2,823,207
========= ========= =========
BASIC (LOSS) PER SHARE $ (.002) $ - $ (.003)
========= ========= ==========
</TABLE>
See accompanying notes to financial statements.
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A.M.S. MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' EQUITY
TWO YEARS ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Common Stock Additional
$.001 Par Value Paid-In Accumulated
Shares Amount Capital (Deficit) Total
------ ------ ------- --------- -----
<S> <C> <C> <C> <C> <C>
Balance -
December 31, 1996 (as
previously reported) 1,000 $ 1,000 $ 3,476 $(4,476) $ -
1000 for 1 Stock
Exchange, Effective
July 31, 1998 999,000(a) - - - -
2 for 1 Stock Split
Effective January
25, 1999 1,000,000 1,000 (1,000) - -
--------- ------ -------- ------- ----
Balance - (Restated)
December 31, 1996 2,000,000 2,000 2,476 (4,476) -
Contribution to capita - - 224 - 224
Net loss for period - - - (224) (224)
--------- ------ -------- ------- ----
Balance - (Restated)
December 31, 1997 2,000,000 $ 2,000 $ 2,700 $(4,700) -
Sale of Common Stock
for cash 1,294,450 1,294 44,406 - 45,700
2 for 1 Stock Split
Effective January
25, 1999 1,294,450 1,294 (1,294) - -
Net loss for period - - - (8,447) (8,447)
--------- ------ -------- ------- -------
Balance -
December 31, 1998 4,588,900 $ 4,588 $ 45,812 $(13,147) $37,253
========= ======= ======== ======= =======
</TABLE>
See accompanying notes to financial statements.
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A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
TWO YEARS ENDED DECEMBER 31, 1998 AND
FROM JANUARY 1, 1994 TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
Cumulative
Development
Stage
1998 1997 Amounts
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(8,447) $ (224) $(9,347)
Adjustments to reconcile net loss to
Net cash used in operating activities:
Accounts receivable increase (898) - (898)
Prepaid expenses increase (455) - (455)
Security deposit increases (430) - (430)
------ ---- ------
Net cash (used in) operating activities (10,230) (224) (11,130)
CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder working capital contributions - 224 900
Issuance of Common Stock 45,700 - 45,700
Proceeds from borrowings 7,500 - 7,500
Principal repayment of borrowings (7,500) - (7,500)
------- ---- -------
Net cash provided by financing activities 45,700 224 46,600
------- ---- -------
INCREASE IN CASH AND CASH EQUIVALENTS 35,470 - 35,470
CASH AND CASH EQUIVALENTS
- BEGINNING OF PERIOD - - -
-------- ---- -------
CASH AND CASH EQUIVALENTS
- END OF PERIOD $ 35,470 $ - $ 35,470
======= ==== =======
</TABLE>
See accompanying notes to financial statements.
17
<PAGE>
<PAGE>
A.M.S. MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations - A.M.S. Marketing, Inc. (the "Company") was
incorporated in the State of Delaware on July 23, 1998. The Company
is pursuing its business plan of marketing pre-owned name brand
copy machines from its sales facility located in Pompano Beach,
Florida.
On July 31, 1998, the Company acquired the assets, liabilities, and
operations of Parkview Management, Inc. The business combination was
accounted for in a manner similar to a pooling of interests because
the shareholders of Parkview Management, Inc. received 100% of the
stock of A.M.S. Marketing, Inc. as a result of the merger.
Accordingly, historical values of Parkview Management, Inc. are
reflected in the consolidated financial statements of the successor
entity, A.M.S. Marketing, Inc.
Consolidation - The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary, Parkview
Management, Inc. (a development stage company). Inter-company
transactions and accounts have been eliminated.
Development Stage - The Company's management is in the process of
raising working capital, developing a business plan and commencing
operations. Accordingly, the Company is classified as a development
stage company.
Parkview Management, Inc. conducted no business operations
effectively from January 1, 1994 through December 31, 1997.
Accordingly, it is classified as a development stage company for that
period of time. Cumulative operating expenses and cash flows are
combined with those of A.M.S. Marketing, Inc. in the accompanying
statements of operations and cash flows for the five year period
ended December 31, 1998.
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.
18
<PAGE>
<PAGE>
A.M.S. MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)
Cash Equivalents - Holdings of highly liquid investments with
original maturities of three months or less and investments in money
market funds are considered to be cash equivalents.
Income Taxes - Deferred tax liabilities and assets are provided for
the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on
the difference between the financial statement and tax basis of
assets and liabilities, using enacted tax rates in effect for the
year in which the differences are expected to reverse.
Loss Per Share - Loss per share for the period is computed by
dividing net loss for the period by the weighted average number of
common shares outstanding during the period. There are no common
stock equivalents.
All per share amounts are retroactively restated to reflect the
capitalization of the successor entity, A.M.S. Marketing, Inc., and
the January 25, 1999 stock split.
NOTE B - COMMON STOCK
Prior to the merger with Parkview Management, Inc., the Company sold
to certain promoters the equivalent of 1,250,000 (pre-split) common
shares at par value for consideration of $1,250.
The Company sold 44,450 pre-split shares of its common stock, at
$1.00 per share, to investors during 1998. The offering was made in
accordance with the Securities Act of 1933, Rule 504, Regulation D.
NOTE C - INCOME TAXES
The Company's net loss of approximately $8,400 may be carried forward
to the year 2018 for tax purposes.
Deferred taxes relating to the tax benefit of the net operating loss
was offset by a valuation account due to the uncertainty of
profitable operations in the future.
19
<PAGE>
<PAGE>
A.M.S. MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE D - SUBSEQUENT EVENT
On January 11, 1999, the Company's Board of Directors declared a
two-for-one stock split to shareholders of record on January 25,
1999. Share and per share data for all periods presented have been
adjusted to reflect the split.
NOTE E - RELATED PARTY TRANSACTIONS
Loans and Advances - The Company borrowed (and repaid) $7,500 from
its President during 1998, as a non-interest bearing working capital
advance.
20
<PAGE>
<PAGE>
PART III
Item 1. Index to Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
<S> <C> <C>
3.1 Registrant's Certificate of Incorporation,
as amended
3.2 Registrant's By-laws
4. Specimen form of Registrant's Common Stock
Certificate
27.1 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
A.M.S. Marketing, Inc.,
a Delaware corporation
By: /s/ Alfred M. Schiffrin
---------------------------------
Alfred M. Schiffrin, President
and Chief Executive Officer
Dated: 2/18 , 1999
-------------------
21
<PAGE>
</TABLE>
<PAGE>
CERTIFICATE OF INCORPORATION
OF
A.M.S. MARKETING, INC.
The undersigned, for the purposes of forming a corporation under the
laws of the State of Delaware, do make, file and record this Certificate, and do
certify that:
FIRST: The name of this corporation is:
A.M.S. MARKETING, INC.
SECOND: Its Registered Office in the State of Delaware is to be located
at 9 East Loockerman Street, in the City of Dover, County of Kent, 19901. The
Registered Agent in charge thereof is National Registered Agents, Inc.
THIRD: The purpose of the corporation is to engage in lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.
FOURTH: The amount of the total authorized capital stock of the
corporation is 20 million, all of which are of a par value of $.001 each and
classified as Common Stock.
FIFTH: The name and mailing address of the incorporator are as follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS
---- --------------
<S> <C>
Carol Zappelli Silverman, Collura, Chernis & Balzano, P.C.
381 Park Avenue South
New York, NY 10016
</TABLE>
SIXTH: The duration of the corporation shall be perpetual.
SEVENTH: The personal liability of all of the directors of the
corporation is hereby eliminated to the fullest extent allowed as provided by
the Delaware General Corporation Law, as the same may be supplemented and
amended.
EIGHTH: The corporation shall, to the fullest extent legally permissible
under the provisions of the Delaware General Corporation Law, as the same may be
amended and supplemented, shall indemnify and hold harmless any and all persons
whom it shall have power to indemnify under said provisions from and against any
and all liabilities (including expenses) imposed upon or reasonably incurred by
him in connection with any action, suite or other proceeding in which he may be
involved or
Delaware Certificate of Incorporation 7/95-2
<PAGE>
<PAGE>
with which he may be threaten, or other matters referred to in or covered by
said provisions both as to action in his official capacity, and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director or officer of the corporation. Such
indemnification provided shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any Bylaw, Agreement or Resolution
adopted by the shareholders entitled to vote thereon after notice.
Dated on this 23rd day of July, 1998
___________________________________
Carol Zappelli, Incorporator
Delaware Certificate of Incorporation 7/95-2
<PAGE>
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
A. M. S. MARKETING, INC.
A.M.S. MARKETING, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of A.M.S. MARKETING, INC., INC.
(the "Corporation") by the unanimous written consent of its members, filed with
the minutes of the Board of Directors, adopted a resolution proposing and
declaring advisable the following amendment to the Certificate of Incorporation
of said Corporation:
RESOLVED: that the Certificate of Incorporation of the Corporation, be
amended by deleting the words "no par value", which were included by error
in the Certificate of Incorporation, from the first sentence of ARTICLE
FOURTH and by adding the following sentence to ARTICLE FOURTH: "Each share
of Common Stock outstanding at 9:00 a.m. on January 25, 1999 shall be deemed
to be two shares of Common Stock of the Corporation, par value $.001 per
share." Said ARTICLE FOURTH shall read in its entirety as follows:
"FOURTH: The amount of the total authorized capital stock of the
Corporation is 20 million, all of which are of a par value of $.001 each
and classified as Common Stock. Each share of Common Stock outstanding at
9:00 a.m. on January 25, 1999 shall be deemed to be two shares of Common
Stock of the Corporation, par value $.001 per share."
SECOND: That in lieu of a meeting and vote of stockholders, the majority
stockholder has given written consent and written notice of the adoption of the
amendment has been given as provided in Section 228 of the General Corporation
Law of the State of Delaware to every stockholder entitled to such notice.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General
<PAGE>
<PAGE>
Corporation Law of the State of Delaware.
FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective at 9:00 a.m. on January 25, 1999.
IN WITNESS WHEREOF, said A.M.S. MARKETING, INC. has caused this
certificate to be signed by Alfred M. Schiffrin, its President,
Secretary/Treasurer, this 22nd day of January, 1999.
A.M.S. MARKETING, INC.
By: Alfred M. Schiffrin
...........................
Name: Alfred M. Schiffrin
Title: President,
Sectetary/Treasurer
<PAGE>
<PAGE>
BY-LAWS
OF
A. M. S . MARKETING, INC.
A Delaware Corporation
ARTICLE 1 - OFFICES
The registered office of the Corporation in the State of Delaware shall be
located in the City and State designated in the Certificate of Incorporation.
The Corporation may also maintain offices at such other places within or without
the State of Delaware as the Board of Directors may, from time to time,
determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings: (Section 211)
The annual meeting of the shareholders of the Corporation shall be held at the
time fixed, from time to time, by the Directors, at the time fixed from time to
time by the Directors.
Section 2 - Special Meetings: (Section 211)
Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors shall be held within
or without the State of Delaware.
Section 3 - Court-Ordered Meeting: (Section 211)
The Court of Chancery in this State where the Corporation's principal office is
located, or where the Corporation's registered office is located if its
principal office is not located in this state, may after notice to the
Corporation, order a meeting to be held on application of any Director or
shareholder of the Corporation entitled to vote in an annual meeting if an
annual meeting has not been held within any thirteen month period if there is a
failure by the Corporation to hold an annual meeting for a period of thirty days
after the date designated therefor, or if no date has been designated, for a
period of thirteen months after the organization of the Corporation or after its
last annual meeting. The court may fix the time and place of the meeting,
determine the shares entitled to participate in the meeting, specify a record
date for determining shareholders entitled to notice of and to vote at the
meeting, prescribe the form and content of the meeting notice, and enter other
orders as may be appropriate.
* All references to Sections in these By Laws refer to those sections contained
in the Delaware General Corporation Law.
DE By-Laws 1
<PAGE>
<PAGE>
Section 4 - Place of Meetings: (Section 211)
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Delaware as
the Directors may from time to time fix. If no designation is made, the meeting
shall be held at the Corporation's registered office in the state of Delaware.
Section 5 - Notice of Meetings: (Section 222)
(a) Written or printed notice of each meeting of shareholders, whether annual or
special, stating the time when and place where it is to be held, shall be served
either personally or by first class mail, by or at the direction of the
president, the secretary, or the officer or the person calling the meeting, not
less than ten or more than sixty days before the date of the meeting, unless the
lapse of the prescribed time shall have been waived before or after the taking
of such action, upon each shareholder of record entitled to vote at such
meeting, and to any other shareholder to whom the giving of notice may be
required by law. Notice of a special meeting shall also state the business to be
transacted or the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle shareholders to dissent and receive payment for
their shares pursuant to the Delaware General Corporation Law, the notice of
such meeting shall include a statement of that purpose and to that effect. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail addressed to the shareholder as it appears on the share transfer
records of the Corporation.
Section 6 - Shareholders' List: (Section 219)
(a) After fixing a record date for a meeting, the officer who has charge of the
stock ledger of the Corporation, shall prepare an alphabetical list of the names
of all its shareholders entitled to notice of the meeting, arranged by voting
group with the address of, and the number, class, and series, if any, of shares
held by, each shareholder. The shareholders' list must be available for
inspection by any shareholder for a period of ten days before the meeting or
such shorter time as exists between the record date and the meeting and
continuing through the meeting at the Corporation's principal office, at a place
identified in the meeting notice in the city where the meeting will be held, or
at the office of the Corporation's transfer agent or registrar. Any shareholder
of the Corporation or the shareholder's agent or attorney is entitled on written
demand to inspect the shareholders' list during regular business hours and at
the shareholder's expense, during the period it is available for inspection.
(b) The Corporation shall make the shareholder's list available at the meeting
of shareholders, and any shareholder or the shareholder's agent or attorney is
entitled to inspect the list at any time during the meeting or any adjournment.
DE By-Laws 2
<PAGE>
<PAGE>
(c) Upon the willful neglect or refusal of the Directors to produce such a list
at any meeting for the election of Directors, such Directors shall be ineligible
for election for any office at such meeting.
(d) The stock ledger shall be the only evidence as to who are the shareholders
entitled to examine the stock ledger, the list required by Section 219 of the
Delaware General Corporation Law or the books of the Corporation, or to vote in
person or by proxy at any shareholders' meeting.
Section 7 - Quorum: (Section 216)
(a) Except as otherwise provided herein, or by law, or in the Certificate of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Certificate of Incorporation"), or for meetings
ordered by the Court of Chancery called pursuant to Section 211 of the Delaware
General Corporation Law, a quorum shall be present at all meetings of
shareholders of the Corporation, if the holders of a majority of the shares
entitled to vote on that matter are represented at the meeting in person or by
proxy.
(b) The subsequent withdrawal of any shareholder from the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present may adjourn the meeting.
Section 8 - Voting: (Sections 212 & 216)
(a) Except as otherwise provided by law, the Certificate of Incorporation, or
these Bylaws, any corporate action, other than the election of Directors, the
affirmative vote of the majority of shares entitled to vote on that matter and
represented either in person or by proxy at a meeting of shareholders at which a
quorum is present shall be the act of the shareholders of the Corporation. (b)
Unless otherwise provided for in the Articles of Incorporation of this
Corporation, directors will be elected by a plurality of the votes cast by the
shares entitled to vote in the election at a meeting at which a quorum is
present and each shareholder entitled to vote has the right to vote the number
of shares owned by him for as many persons as there are Directors to be elected.
Unless otherwise provided for in the Certificate of Incorporation of this
Corporation, Directors will be elected by a plurality of the votes by the
shares, present in person or by proxy, entitled to vote in the election at a
meeting at which a quorum is present and each shareholder entitled to vote has
the right to vote the number of shares owned by him/her for as many persons as
there are Directors to be elected. (c) Except as otherwise provided by statute,
the Certificate of Incorporation, or these bylaws, at each meeting of
shareholders, each shareholder of the Corporation entitled to vote thereat,
shall be entitled to one vote for each share registered in his name on the books
of the Corporation.
DE By-Laws 3
<PAGE>
<PAGE>
Section 9 - Proxies: (Section 212)
Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself, or by his attorney fact hereunto
duly authorized in writing. Every proxy shall be revocable at will unless the
proxy conspicuously states that it is irrevocable and the proxy is coupled with
an interest. A telegram, telex, cablegram, or similar transmission by the
shareholder, or as a photographic, photostatic, facsimile, shall be treated as a
valid proxy, and treated as a substitution of the original proxy, so long as
such transmission is a complete reproduction executed by the shareholder. No
proxy shall be valid after the expiration of three years from the date of its
execution, unless otherwise provided in the proxy. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.
Section 10 - Action Without a Meeting: (Section 228)
Unless otherwise provided for in the Certificate of Incorporation of the
Corporation, any action to be taken at any annual or special shareholders'
meeting, may be taken without a meeting, without prior notice and without a vote
if a written consent or consents is/are signed by the shareholders of the
Corporation having not less than the minimum number of votes necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereat were present and voted is delivered by hand or by certified or
registered mail, return receipt requested, to the Corporation to its registered
office in the State of Delaware, its principal place of business or an officer
or agent of the Corporation having custody of the book in which proceedings of
share holders' meetings are recorded.
Section 11 - Inspectors: (Section 231)
(a) The Corporation shall appoint one or more inspectors, and one or more
alternate inspectors, to act at any shareholders' meeting and make a written
report thereof, so long as such inspectors sign an oath to faithfully execute
their duties with impartiality and to the best of their ability before such
meeting. If no inspector or alternate is able to act at a shareholders' meeting,
the presiding officer shall appoint one or more inspectors to act at the
meeting.
*(b) The inspector shall:
(I) ascertain the number of shares entitled to vote and the voting power of
each such shareholder;
(II) determine the shares represented at a meeting and the validity of
proxies and ballots;
(III) count all votes and ballots;
(IV) determine and retain for a reasonable time a disposition record of any
challenges made to any of the inspectors' determinations; and
(V) certify the inspectors' determinations of the number of shares
represented at the meeting and their count of all votes and ballots.
DE By-Laws 4
<PAGE>
<PAGE>
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications: (Section 141)
(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist of one, unless and until otherwise determined by vote of a
majority of the entire Board of Directors. The Board of Directors or
shareholders all have the power, in the interim between annual and special
meetings of the shareholders, to increase or decrease the number of Directors of
the Corporation. A Director need not be a shareholder of the Corporation unless
the Certificate of Incorporation of the Corporation or these Bylaws require.
(b) Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation shall be
elected at the first annual shareholders' meeting and at each annual meeting
thereafter, unless their terms are staggered in the Certificate of Incorporation
of the Corporation or these Bylaws, by a majority of the votes cast at a meeting
of shareholders, by the holders of shares entitled to vote in the election.
(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors. Thereinafter,
Directors will be elected at the annual meeting of shareholders and shall hold
office until the annual meeting of the shareholders next succeeding his
election, or until his prior death, resignation or removal. Any Director may
resign at any time upon written notice of such resignation to the Corporation.
*NOTE: Article II Section 1 Subsection (b) of these Bylaws shall not be used in
the Corporation's Bylaws unless the Corporation has one or more classes of
voting stock that are: (i) listed on a national exchange; (ii) authorized for
quotation on an interdealer quotation system of a registered national securities
association; or (iii) held by more than two thousand shareholders of record of
the Corporation.
Section 2 - Duties and Powers: (Section 141)
The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except such as those stated under
Delaware state law, are in the Certificate of Incorporation or by these Bylaws,
expressly conferred upon or reserved to the shareholders or any other person or
persons named therein.
Section 3 - Regular Meetings: Notice:
(a) A regular meeting of the Board of Directors shall be held either within or
without the State of Delaware at such time and at such place as the Board shall
fix.
(b) No notice shall be required of any regular meeting of the Board of Directors
and, if given, need not specify the purpose of the meeting; provided, however,
that in case the Board of Directors shall
DE By-Laws 5
<PAGE>
<PAGE>
fix or change the time or place of any regular meeting when such time and place
was fixed before such change, notice of such action shall be given to each
director who shall not have been present at the meeting at which such action was
taken within the time limited, and in the manner set forth in these Bylaws with
respect to special meetings, unless such notice shall be waived in the manner
set forth in these Bylaws.
Section 4 - Special Meetings; Notice:
(a) Special meetings of the Board of Directors shall be held at such time and
place as may be specified in the respective notices or waivers of notice
thereof.
(b) Except as otherwise required statute, written notice of special meetings
shall be mailed directly to each Director, addressed to him at his residence or
usual place of business, or delivered orally, with sufficient time for the
convenient assembly of Directors thereat, or shall be sent to him at such place
by telegram, radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the meeting is to be
held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the United States mails, so
addressed, with postage prepaid. If notice is given by telegram, it shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
A notice, or waiver of notice, except as required by these Bylaws, need not
specify the business to be transacted at or the purposes or purposes of the
meeting.
(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
(d) Unless otherwise stated in the Articles of Incorporation of the Corporation,
the Chairperson, President, Treasurer, Secretary or any two or more Directors of
the Corporation. may call any special meeting of the Board of Directors.
Section 5 - Chairperson:
The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the President shall preside, and in his absence, any
other director chosen by the Board of Directors shall preside.
Section 6 - Quorum and Adjournments: (Section 141)
(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a majority of the entire Board, or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Certificate of Incorporation, or these Bylaws. (Note: If
the Certificate of Incorporation authorize a quorum to consist of less than a
majority, but no fewer than one third of the prescribed number of Directors as
permitted by law except that when a card of one Director is authorized under
DE By-Laws 6
<PAGE>
<PAGE>
Section 141 of the Delaware General Corporation Law, then one Director shall
constitute a quorum or if the Certificate of Incorporation and/or Bylaws require
a greater number than a majority as constituting a quorum then these Bylaws
would state that this lesser or greater amount, instead of a majority, will
constitute a quorum.)
(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present at time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment, to the other Directors who were present at the adjourned
meeting.
Section 7 - Manner of Acting: (Section 141)
(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
(b) Except as otherwise provided by law, by the Certificate of Incorporation, or
these By Laws, action approved by a majority of the votes of the Directors
present at any meeting of the Board or any committee thereof, at which a quorum
is present shall be the act of the Board of Directors or any committee thereof.
(c) Any action authorized in writing made prior or subsequent to such action, by
all of the directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee thereof
and have the same force and effect as if the same had been passed by unanimous
vote at a duly called meeting of the Board or committee for all purposes and may
be stated as such in any certificate or document filed with the Secretary of the
State of Delaware.
(d) Where appropriate communications facilities are reasonably available, any or
all directors shall have the right to participate in any Board of Directors
meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.
Section 8 - Vacancies: (Section 223)
(a) Any vacancy in the Board of Directors occurring by reason of an increase in
the number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or other cause,
shall be filled by an affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board or by a sole remaining Director, at any
regular meeting or special meeting of the Board of Directors called for that
purpose except whenever the shareholders of any class or classes or series
thereof are entitled to elect one or more Directors by the Certificate of
Incorporation of the Corporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the Directors
elected by such class or classes or series thereof then in office, or by a sole
remaining Director so elected.
DE By-Laws 7
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<PAGE>
(b) If at any time, by reason of death or resignation or other cause, the
Corporation shall have no Directors in office, then an officer or any
shareholder or an executor, administrator, trustee, or guardian of a
shareholder, or other fiduciary entrusted with like responsibility for the
person or estate of a shareholder, may call a special meeting of shareholders to
fill such vacancies or may apply to the Court of Chancery for a decree summarily
ordering an election.
(c) If the Directors of the Corporation constitute less than a majority of the
whole Board, the Court of Chancery may, upon application of any shareholder or
shareholders holding at least ten percent of the total number of shares entitled
to vote for Directors, order an election to be held to fill any such vacancies
or newly created directorships.
(d) Unless otherwise provided for by statute, the Certificate of Incorporation
or these Bylaws, when one or more directors shall resign from the board and such
resignation is effective at a future date, a majority of the directors, then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote otherwise to take effect when such resignation or
resignations shall become effective.
Section 9 - Resignation:
The shareholders may, at any meeting, vote to accept the resignation of any
Director.
Section 10 - Removal: (Section 141)
One or more or all the Directors of the Corporation may be removed with or
without cause at any time by the shareholders, at a special meeting of the
shareholders called for that purpose, unless the Certificate of Incorporation
provide that Directors may only be removed for cause, provided however, such
Director shall not be removed if the Corporation states in its Certificate of
Incorporation that its Directors shall be elected by cumulative voting and there
are a sufficient number of shares cast against his or her removal, which if
cumulatively voted at an election of Directors would be sufficient to elect him
or her. If a Director was elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
Director.
Section 11 - Compensation: (Section 141)
The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the Board.
DE By-Laws 8
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Section 12 - Committees: (Section l41)
The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time designate from among its members one or more committees,
and alternate members thereof, as they deem desirable, each consisting of one or
more members, with such powers and authority (to the extent permitted by law and
these Bylaws) as may be provided in such resolu tion. Each such committee shall
serve at the pleasure of the Board and, unless otherwise stated by law, the
Certificate of Incorporation of the Corporation or these Bylaws, shall be
governed by the rules and regulations stated herein regarding the Board of
Directors.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, and Term of Office: (Section 142)
(a) The Corporation's officers shall have such titles and duties as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist an
officer whose duty is to record proceedings of shareholders' and Directors'
meetings and such other officers as the Board of Directors may from time to time
deem advisable. Any officer other than the Chairman of the Board of Directors
may be, but is not required to be, a Director of the Corporation. Any two or
more offices may be held by the same person.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
duly elected and qualified subject to earlier termination by his or her death,
resignation or removal.
Section 2 - Resignation: (Section 142)
Any officer may resign at any time by giving written notice of such resignation
to the Corporation.
Section 3 - Removal: (Section 142)
Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time, and any officer
or assistant officer, if appointed by another officer, may likewise be removed
by such officer.
Section 4 - Vacancies: (Section 142)
(a) A vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of Directors
may be filled by the Board of Directors.
DE By-Laws 9
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Section 5 - Bonds: (Section 142)
The Corporation may require any or all of its officers or Agents to post a bond,
or otherwise, to the Corporation for the faithful performance of their positions
or duties.
Section 6 - Compensation:
The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
(a) The shares of the Corporation shall be represented by certificates or shall
be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either manually or
by facsimile), by the Chairperson, Vice Chairperson, President or Vice-President
and Secretary or an Assistant Secretary or the Treasurer or Assistant Treasurer,
or any other officer designated by the Board of Directors, certifying that the
number of shares owned by him or her in the Corporation, provided however that
where such certificate is signed by a transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the Corporation and a
registrar, any such signature may be a facsimile thereof. In case any officer
who has signed or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.
(c) Certificates shall be issued in such form not inconsistent with the
Certificate of Incorporation and as shall be approved by the Board of Directors.
Such certificates shall be numbered and registered on the books of the
Corporation, in the order in which they were issued.
(d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificat ed shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical.
Section 2 - Lost or Destroyed Certificates:
The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed if the owner:
(a) so requests before the Corporation has notice that the shares have been
acquired by a bona fide purchaser,
(b) files with the Corporation a sufficient indemnity bond; and
(c) satisfies such other requirements, including evidence of such loss, theft or
destruction, as may be imposed by the Corporation.
DE By-Laws 10
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Section 3 - Transfers of Shares: (Section 201)
(a) Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney duly authorized by a written power of attorney; and
in the case of shares represented by certificates, only after the surrender to
the Corporation of the certificates representing such shares with such shares
properly endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and the payment of all stock transfer taxes due thereon.
(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by law.
Section 4 - Record Date: (Section 213)
(a) The Board of Directors may fix, in advance, which shall not be more than
sixty, nor less than ten days before the meeting or action requiring a
determination of shareholders, as the record date for the determination of
shareholders entitled to receive notice of, or to vote at, any meeting of
shareholders, or to consent to any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any
dividends, or allotment of any rights, or for the purpose of any other action.
If no record date is fixed, the record date for a shareholders entitled to
notice of meeting shall be at the close of business on the day preceding the day
on which notice is given, or, if no notice is given, the day on which the
meeting is held, or if notice is waived, at the close of business on the day
before the day on which the meeting is held.
(b) The Board of Directors may fix a record date, which shall not precede the
date upon which the resolution fixing the record date is adopted for
shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of shareholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, provided that such record date shall not be more than
sixty days before such action.
(c) The Board of Directors may fix, in advance, a date which shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten days after the
date upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date is fixed and no prior action is required by the
Board, the record date for determining shareholders entitled to consent to
corporate action in writing without a meeting, shall be the first date on which
a signed written consent seeing forth the action taken or proposed to be taken
is delivered to the Corporation by delivery by hand or by certified or
registered mail, return receipt requested, to its registered office in this
State, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. If no record date is fixed by the Board of Directors
and prior action is required by law, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.
DE By-Laws 11
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(d) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date for the adjourned meeting.
ARTICLE VI - DIVIDENDS (Section 173)
Subject to applicable law, dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times as the
Board of Directors may determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL [Section 607.0302(2)]
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors.
ARTICLE IX - AMENDMENTS
Section 1 - Initial Bylaws:
The initial Bylaws of the Corporation shall be adopted by the Board of Directors
at its organiza tional meeting.
Section 2 - By Shareholders:
All by laws of the Corporation shall be subject to alteration or repeal, and new
by laws may be made, by a majority rote of the shareholders at the time entitled
to vote in the election of directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.
Section 3 - By Directors:
The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, by laws of the Corporation; however, Bylaws made by the Board
may be altered or repealed, and new Bylaws made by the shareholders.
DE By-Laws 12
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ARTICLE X - WAIVER OF NOTICE: (Section 229)
Whenever any notice is required to be given by law, the Certificate of
Incorporation or these Bylaws of any these Bylaws, meeting of shareholders,
Board of Directors, or committee thereof, or attendance at the meeting by any
person, shall constitute a waiver of notice of such meeting, except when the
person attends the meeting for the express purpose of objecting at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of shareholders, Directors or
committee thereof need be specified in any written waiver of notice.
ARTICLE XI - INTERESTED DIRECTORS: (Section 144)
No contract or transaction shall be void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
officers, or between the Corporation and any officer is present at or
participates in the meeting of the Board or committee which authorizes the
contract or transaction or his, her or their votes are counted for such purpose,
if:
(a) the material facts as to his, her or their relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or
(b) the material facts as to his, her or their relationship or relationships or
interest or interests and as to the contract or transaction are disclosed or are
known to the shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the shareholders;
or
(c) the contract or transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified by the Board of Directors, a committee or
the shareholders.
Such interested Directors may be counted when determining the presence of a
quorum at the Board of Directors' or committee meeting authorizing the contract
or transaction.
ARTICLE XII - FORM OF RECORDS: (Section 224)
Any records maintained by the Corporation in its regular course of business,
including, but not limited to, its stock ledger, books of account and minute
book, may be kept on, or be in the form of punch cards, magnetic tape,
photographs, micro-photographs or any other information storage device, provided
that the records so kept may be converted into clearly legible written form
within a reasonable time. The Corporation shall so convert any of such records
so kept upon the request of any person entitled to inspect the same.
DE By-Laws 13
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ARTICLE XIII - INDEMNITY
(a) Any person made a party to, or threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he, his testator or
intestate representative is or was a director, officer or employee of the
Corporation, or of any Corporation in which he served as such at the request of
the Corporation, shall be indemnified by the Corporation against the reasonable
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and necessarily incurred by him in connection with the
defense of such action, suit or proceedings, or in connection with any appeal
therein, except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding, or in connection with any appeal therein that such
officer, director or employee is liable for negligence or misconduct in the
performance of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director or employee may be entitled apart
from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be entitled
shall be fixed by the Board of Directors.
DE By-Laws 14
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<PAGE>
SPECIMEN
A.M.S. MARKETING, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AUTHORIZED, 30,000,000 COMMON SHARES, $.001 PAR VALUE
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP 00178Q 10 8
THIS CERTIFIES THAT
IS THE OWNER OF
fully paid and non-assessable shares of Common Stock, $.001 par value, of
A.M.S. Marketing, Inc.
transferable only on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
the facsimile signature of its duly authorized officer and to be sealed with the
facsimile seal of the Corporation.
Dated:
[CORPORATE SEAL] /s/ ALFRED M. SCHIFFRIN
President/Secretary
COUNTERSIGNED:
CORPORATE STOCK TRANSFER, INC.
370-17TH STREET, SUITE 2350, DENVER, COLORADO 80202
BY ____________________________________________________________
TRANSFER AGENT AUTHORIZED SIGNATURE
<PAGE>
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