<PAGE>
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
COMMISSION FILE NUMBER 0-25413
A. M. S. MARKETING, INC.
(Exact name of Small Business Issuer as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 65-0854589
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
</TABLE>
7040 W. PALMETTO PARK ROAD, BUILDING 4, SUITE 572, BOCA RATON, FL 33433
(Address of Principal Executive Offices)
(561) 218-2140
Issuer's Telephone Number, Including Area Code
Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes No x
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: As of May 1, 1999, the registrant had
4,588,900 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
<PAGE>
A. M. S. MARKETING, INC.
FORM 10-QSB
For the Quarter Ended March 31, 1999
<TABLE>
<CAPTION>
Page
INDEX Number
<S> <C>
PART I FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheets at March 31, 1999 and December 31, 1998 3
Consolidated Statement of Operations for the three month periods
ended March 31, 1999 and March 31, 1998 4
Statements of Shareholders' Equity from December 31, 1996
through March 31, 1999 5
Statements of Cash Flows for the three month periods
ended March 31, 1999 and March 31, 1998 6
Notes to Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis or Plan of Operation 9
PART II
Item 1 Legal Proceedings 11
Item 2 Changes in Securities 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 11
</TABLE>
<PAGE>
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 22,898 $ 35,470
Accounts Receivable - Trade 513 898
Prepaid Expenses 455 455
------------- --------------
Total Current Assets $ 23,866 $ 36,823
------------- --------------
OTHER ASSETS:
Security Deposits 430 430
------------- --------------
Total Assets $ 24,296 $ 37,253
============= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Total Current Liabilities $ 0 $ 0
------------ ------------
SHAREHOLDERS' EQUITY:
Common Stock, $ .001 par value,
20,000,000 shares authorized;
4,588,900 shares issued and outstanding 4,588 4,588
Additional paid-in capital 45,812 45,812
Deficit accumulated during development stage (22,304) (9,347)
Deficit accumulated prior to development stage (3,800) (3,800)
-------------- ---------------
Total Shareholders' Equity 24,296 37,253
------------- --------------
Total Liabilities and Shareholders' Equity $ 24,296 $ 37,253
============= ==============
</TABLE>
See accompany notes to financial statements 3
<PAGE>
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31 CUMULATIVE
DEVELOPMENT
1999 1998 STAGE AMOUNTS
---- ---- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C>
REVENUES $ 6,033 $ 0 $ 17,179
GENERAL AND ADMINISTRATIVE EXPENSES 18,990 302 39,483
------ ---- ------
NET(LOSS) $(12,957) $ (302) $(22,304)
========= ======= ========
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 $ (.003) $ - $ (.008)
========== ========= =========
</TABLE>
See accompany notes to financial statements 4
<PAGE>
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' EQUITY
FROM DECEMBER 31, 1996 THROUGH MARCH 31, 1999
<TABLE>
<CAPTION>
Common Stock
$.001 Par Value Additional
----------------- 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 -- -- -- --
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 capital -- -- 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
Net loss for period -- -- -- (12,957) (12,957)
--------- --------- --------- --------- ---------
Balance - March 31, 1999 4,588,900 $ 4,588 $ 45,812 $ (26,104) $ 24,296
========= ========= ========= ========= =========
</TABLE>
See accompany notes to financial statements 5
<PAGE>
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
Cumulative
Three Months Ended Development
March 31 Stage
1999 1998 Amounts
---- ---- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(12,957) $ (302) $(22,304)
Adjustments to reconcile net loss to Net cash used in operating
activities:
Accounts receivable(increase)decrease 385 -- (513)
Prepaid expenses(increase)decrease -- -- (455)
Security deposit(increase)decrease -- -- (430)
-------- -------- --------
Net cash (used in) operating activities (12,572) (302) (23,702)
CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder working capital contributions -- -- 900
Issuance of Common Stock -- 1,200 45,700
Proceeds from borrowings -- -- 7,500
Principal repayment of borrowings -- -- (7,500)
-------- -------- --------
Net cash provided by financing activities -- 1,200 46,600
-------- -------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (12,572) 898 22,898
CASH AND CASH EQUIVALENTS
-BEGINNING OF PERIOD 35,470 -- --
-------- -------- --------
CASH AND CASH EQUIVALENTS
-END OF PERIOD $ 22,898 $ 898 $ 22,898
======== ======== ========
</TABLE>
See accompany notes to financial statements 6
<PAGE>
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
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 a sales facility located in Pompano Beach, Florida, owned by an
unrelated third party.
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 interest 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 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.
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.
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.
7
<PAGE>
<PAGE>
NOTE B - COMMON STOCK
------------
Prior to the merger with Parkview Management, Inc., the Company sold
to a promoter and another individual 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 - STOCK SPLIT
-----------
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 D - UNAUDITED FINANCIAL STATEMENTS
------------------------------
The financial statements as of March 31, 1999, and for the period
ended March 31, 1999 and 1998, included herein are unaudited;
however, such information reflects all adjustments consisting of
normal recurring adjustments, which are, in the opinion of
management, necessary for a fair presentation of the information for
such periods. In addition, the results of operations for the interim
period are not necessarily indicative of results for the entire
year. The accompanying financial statements should be read in
conjunction with the Company's Form 10-SB/A.
8
<PAGE>
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 the three months ended
March 31, 1999 (the "1999 First Quarter") and the same period in prior years
would not be meaningful.
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.
During the next 12 months, the Company expects to continue marketing pre-owned
photocopiers. The Company will also continue to explore the marketing of other
products, including new and pre-owned items of office equipment other than
photocopiers, office furniture, home furnishings and appliances, as well as the
purchase and resale of such items to the extent the Company's resources permit.
The Company is also considering other means of expanding its business, such as
through acquisition, merger or other form of business combination involving one
or more entities engaged in the same, similar or unrelated business as the
Company. Any such transaction may entail the issuance of additional shares of
its Common Stock, but there are no current plans to engage therein. Any such
acquisition, merger or combination will be made in compliance with applicable
Federal and state securities and corporate law, and, depending upon the
structure of the transaction, submission of information to shareholders
regarding any such transaction prior to consummaton, as well as shareholder
approval thereof, may not be required. The Company's president, Alfred M.
Schiffrin, has had experience as an investment banker in locating potential
acquisitions but the Company may employ the services of a broker or finder who
would be entitled to compensation to assist in identifying suitable
opportunities.
As discussed below, the 1999 First Quarter was characterized by nominal revenues
offset by significant professional fees and expenses associated with the Company
becoming a reporting issuer.
Results of Operations
Revenues in the 1999 First Quarter were approximately $6,000 and expenses were
approximately $19,000, resulting in a net loss for such period in the amount of
approximately $13,000. Of the $19,000 of expenses, approximately $13,500
represented legal, accounting and other related expenses incurred in connection
with the Company becoming a reporting issuer.
9
<PAGE>
<PAGE>
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
As of March 31, 1999, the Company's principal sources of liquidity consisted of
cash of $22,898 and accounts receivable of $513. 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.
FORWARD LOOKING STATEMENTS
- --------------------------
This Form 10-QSB and other reports filed by the Company from time to time with
the Securities and Exchange Commission (collectively, the "Filings") contain or
may contain forward-looking statements and information that are based upon
beliefs of, and information currently available to, the Company's management, as
well as estimates and assumptions made by the Company's management.
When used in the Filings, the words "anticipate", "believe", "estimate",
"expect", "future", "intend", "plan" and similar expressions, as they relate to
the Company or the Company's management, identify forward-looking statements.
Such statements reflect the current view of the Company with respect to future
events and are subject to risks, uncertainties and assumptions relating to the
Company's operations and results of operations and any businesses that may be
acquired by the Company. Should one more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
10
<PAGE>
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, hereunto duly authorized.
A. M. S. MARKETING, INC.
(Registrant)
Date: May 17, 1999 By: /s/ Alfred M. Schiffrin
--------------------------
Alfred M. Schriffrin
President
11
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> MAR-31-1999 MAR-31-1998
<CASH> 22898 35470
<SECURITIES> 0 0
<RECEIVABLES> 513 898
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 23866 36823
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 24296 37253
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
<COMMON> 4588 4588
0 0
0 0
<OTHER-SE> 19708 32665
<TOTAL-LIABILITY-AND-EQUITY> 24296 37253
<SALES> 6033 0
<TOTAL-REVENUES> 6033 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 18990 302
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (12957) (302)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (12957) (302)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (12957) (302)
<EPS-PRIMARY> (003) 0
<EPS-DILUTED> 0 0
</TABLE>
