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 June 30, 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)
DELAWARE 65-0854589
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
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 _x_ No___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of July 1, 1999 the registrant had
4,588,900 shares of Common Stock outstanding.
Transmittal Small Business Disclosure Format (check one)
Yes ______ No ___x___
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
A.M.S. MARKETING, INC.
FORM 10-QSB
For the Quarter Ended June 30, 1999
Index Page
Number
PART I FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheets at June 30, 1999 and
December 31, 1998 3
Consolidated Statement of Operations for the six
month periods ended June 30, 1999 and June 30, 1998 4
Statements of Shareholders' Equity from December 31, 1996
through June 30, 1999 5
Statement of Cash Flows for the six month periods
ended June 30, 1999 and June 30, 1998 6
Notes to Consolidated Financial Statements 7
Item 2 Management's Discussion and Analysis of 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
2
<PAGE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
ASSETS
<S> <C> <C>
JUNE 30, 1999 DECEMBER 31, 1998
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 13,363 $ 35,470
Accounts Recievable - Trade 500 898
Prepaid Expenses 455 455
------------ ------------
Total Current Assets $ 14,318 $ 36,823
------------ ------------
OTHER ASSETS:
Security Deposits 430 430
------------ ------------
Total Assets $ 14,748 $ 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
developmental stage (31,852) (9,347)
Deficit accumulated prior to
developmental stage ( 3,800) (3,800)
------------ ------------
Total Shareholders' Equity 14,748 37,253
------------ ------------
Total Liabilities and $ 14,748 $ 37,253
Shareholders' Equity ============ ============
</TABLE>
3
<PAGE>
A.M.S. MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30 June 30 Cumulative
Development
1999 1998 1999 1998 Stage Amounts
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES $ 7,798 $ 500 $ 1,765 $ 500 $ 18,944
GENERAL AND ADMINISTRATIVE EXPENSES 30,303 392 11,312 90 50,795
---------- ---------- --------- --------- -----------
NET GAIN (LOSS) $( 22,505) $ 108 $(9,547) $ 410 $ (31,851)
========== =========== ========= ========= ===========
PER SHARE INFORMATION:
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING DURING THE PERIOD 4,588,900 2,000,000 4,588,900 2,000,000 2,823,207
========= ========== ========= ========= ===========
BASIC (LOSS) PER SHARE $ (.005) $ - $ (.002) $ - $ (.011)
========= ========== ========= ========= ===========
</TABLE>
4
<PAGE>
A.M.S. MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
<TABLE>
STATEMENTS OF SHAREHOLDERS' EQUITY
FROM DECEMBER 31, 1996 THOUGH JUNE 30, 1999
<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 - - - -
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 - - - (22,505) (22,505)
---------- --------- ---------- ---------- ---------
Balance June 30, 1999 4,588,900 $ 4,588 $ 45,812 $ (35,652) $ 14,748
========== ========= ========== ========== =========
</TABLE>
5
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
<TABLE>
STATEMENTS OF CASH FLOWS
(UNAUDITED)
INCREASE(DECREASE) IN CASH AND CASH EQUIVELENTS
<CAPTION>
Six Months Ended Cumulative
June 30 Development Stage
1999 1998 Amounts
---- ---- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net Gain(Loss) $ (22,505) $ 108 $ (31,852)
Adjustments to reconcile net loss to Net cash used in operating
activities:
Accounting receivable(increase)decrease 398 - (500)
Prepaid expense(increase)decrease - - (455)
Security Deposit(increase)decrease - - (430)
--------- ------- ----------
Net cash(used in) operating activities (22,107) 108 (33,237)
CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder working capital contributions - - 900
Issuance of Common Stock - 1,250 45,700
Proceeds from borrowing - - 7,500
Principal Repayment of borrowings - - (7,500)
--------- ------- ---------
Net cash provided by financing activities - 1,250 46,600
--------- ------- ---------
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS (22,107) 1,358 13,363
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 35,470 - -
--------- - ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 13,363 $ 1,358 $ 13,363
========= ======= =========
</TABLE>
6
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 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.
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.
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>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
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 June 30, 1999 and for the periods
ended June 30, 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>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
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 month and six month periods ended June 30, 1999 and the
same periods 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
consummation, as well as shareholders' 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 six month period ended June 30, 1999 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 three month period ended June 30, 1999 (the "1999
Second Quarter") were approximately $1,765 and expenses were
approximately $11,313, resulting in a net loss for the 1999 Second
Quarter of approximately $9,548. Of the $11,313 of expenses,
approximately $6,270 represented legal, accounting and other related
expenses incurred in connection with the Company becoming a reporting
issuer.
Revenues in the three month period ended March 31, 1999 (the "1999
First Quarter") were approximately $6,033 and expenses were
approximately $18,991, resulting in a net loss for the 1999 First
Quarter of approximately $12,958.
The decrease in revenues for the 1999 Second Quarter as compared to the
1999 First Quarter was primarily attributable to the reduction in sales
that is normally experienced during the "off season" months in south
Florida. The decrease in expenses for the 1999 Second Quarter as
compared to the 1999 First Quarter was primarily attributable to
certain non-recurring costs and expenses incurred during the 1999 First
9
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
Quarter relating to the Company becoming a reporting issuer, as well as
to the decrease in sales during the 1999 First Quarter. The decrease in
net loss for the 1999 Second Quarter as compared to the 1999 First
Quarter was primarily attributable to the reduction in expenses during
the 1999 Second Quarter.
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 June 30, 1999 the Company's principal sources of liquidity
consisted of cash of $ 14,318 and accounts receivable of $ 500. The
Company believes that such sources will be sufficient to allow it to
operate with minimum revenue 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,
intended or planned.
10
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
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 July 16, 1999 By: /s/ Alfred M. Schiffrin
------------------------------
Alfred M. Schiffrin
President
11
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
A.M.S. MARKETING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 13363
<SECURITIES> 0
<RECEIVABLES> 500
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14318
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14748
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 4588
0
0
<OTHER-SE> 10160
<TOTAL-LIABILITY-AND-EQUITY> 14748
<SALES> 7798
<TOTAL-REVENUES> 7798
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 30303
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
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<NET-INCOME> (22505)
<EPS-BASIC> (.005)
<EPS-DILUTED> 0
</TABLE>
