SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-25413
A.M.S MARKETING, INC.
(Exact name of registrant 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, Florida 33433
(Address of principal executive offices)
(561) 488-9938
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class: Name of Each Exchange on Which Registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes x No
Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [X]
State issuer's revenues for its most recent fiscal year: $11,299
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. Since there is no
trading market for registrant's securities, no estimate as to the market value
can be given.
State the number of shares outstanding of each of the issuer's classes
of common equity, as of March 16, 2000: 4,588,900 shares of common stock, par
value $.001 per share.
<PAGE>
PART I
ITEM 1. BUSINESS
Forward-looking Statements
This Annual Report 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. 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. ("AMS" or the "Company") is the surviving
entity in a merger with its then corporate parent, Parkview Management Inc., a
Florida corporation ("Parkview"). The background to the merger is as follows:
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 AMS, purchased from Parkview 1,200 shares of its common stock for
$1,200 and, on the same date, purchased 800 shares of Parkview's common stock
for $800 from a former officer and director of Parkview. As a result, Mr.
Schiffrin became the controlling shareholder of Parkview and he was elected the
sole director and president of Parkview.
In July, 1998, Parkview caused the incorporation of AMS as a wholly
owned subsidiary in the State of Delaware for the purpose of effecting the
reincorporation of Parkview as a Delaware corporation and the recapitalization
of Parkview. On July 31, 1998, Parkview and AMS entered into an Agreement and
Plan of Merger (the "Plan") that provided for the merger (the "Merger") of
Parkview with and into AMS, with AMS as the surviving entity, and on the
effective date of the Merger (the "Effective Date") for each share of common
stock of Parkview issued and outstanding immediately prior thereto to be
converted into 1,000 shares of AMS common stock and each share of AMS common
stock issued and outstanding immediately prior thereto to be canceled. The Plan
also provided that on the Effective Date AMS would assume all of the assets and
liabilities of Parkview and the directors and officers of Parkview would become
the directors and officers of AMS. The Plan was approved by the directors and
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stockholders of Parkview and AMS, and the Effective Date of the Merger was
August 20, 1998. On such date, Parkview had no known assets or liabilities.
All references below to the "Company" include AMS and Parkview.
General
The Company is in the development stage. Since June 1998, the Company
been marketing pre-owned, brand name photocopy machines for an unrelated office
furniture company. The Company decided to engage in marketing products for
others because of the limited capital resources required for such activity. The
Company selected pre-owned photocopiers as its initial product to market because
it believed there was a demand for and a readily available supply of pre-owned
photocopiers and expected the profit margins on the sale of used equipment would
be higher than the profit margins on the sale of like new equipment.
Accordingly, the Company's president approached the principals of the unrelated
office furniture company with whom he had a prior personal relationship with the
idea of selling pre-owned photocopiers because he believed their business could
provide a platform for the Company's contemplated business.
The Company is exploring 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,
that may entail the issuance of additional shares of its Common Stock, but there
are no current plans to do so. Any such acquisition will be made in compliance
with applicable Federal and state securities and corporate law, and, depending
upon the structure of the transaction, prior shareholder approval may not be
required.
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 are shared equally between the Company and OFWI, after
deduction of the cost of each photocopier and the cost of a 90-day warranty
purchased from an unaffiliated party, and the payment of a $50 referral fee to
any furniture salesman of OFWI who refers a customer to the Company that
purchases a pre-owned photocopier.
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The Company is the sole and exclusive marketer for OFWI of pre-owned
photocopiers. In such capacity, the Company selects and arranges for the
purchase by OFWI of the pre-owned photocopiers to be marketed. The Company's
president is responsible for and effects all sales of such photocopiers on
behalf of OFWI. Delivery and installation thereof are by OFWI trucks and
personnel. The photocopiers are generally warranted for 90 days by third party
providers arranged by the Company and 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 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 that are created and paid for by the Company. In
addition, the Company prepares advertisements that are run as adjuncts to OFWI's
furniture advertisements and the costs thereof are borne by OFWI.
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
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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. Properties
The Company does not own or lease any real property.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is no public trading market for the Company's Common Stock. The
Company intends to have the Common Stock included for quotation on the OTC
Bulletin Board. No assurance can be given that the Common Stock will be included
for and, if included, 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.
4
<PAGE>
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 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 March 1, 2000, 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 on 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 6. 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.
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 intends 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,
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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, prior shareholder approval 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, fiscal year 1999 was characterized by nominal
revenues offset by significant professional fees and expenses associated with
the Company being a reporting issuer.
Results of Operations
Revenues in fiscal 1999 were approximately $11,299 and expenses were
approximately $45,789, resulting in a net loss for such year in the amount of
approximately $34,490. Of the $45,789 of expenses, approximately $29,052
represented legal, accounting and filing fees incurred in connection with the
Company being a reporting issuer.
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 1999 through revenues from
operations, and from the proceeds of $44,450 received from the sale of 44,450
shares of Common Stock that was completed during fiscal 1998. As of December 31,
1999, the Company's principal sources of liquidity consisted of cash of $2,519
and accounts receivable of $1,500. The Company is exploring opportunities to
raise additional cash to finance its operations for the foreseeable future. In
addition, the Company is considering expansion through acquisitions. No specific
targets are currently under consideration. If the Company is not successful in
raising cash, it may be forced to once again borrow funds from its president to
finance operations.
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Item 7. Financial Statements
The following financial statements of the Company are included in Item
7.
Balance Sheet at December 31, 1999.
Statements of Operations for the Years Ended December 31, 1999 and
1998.
Statements of Shareholders' Equity for the Years ended December 31,
1999 and 1998.
Statements of Cash Flows for the Years ended December 31, 1999 and 1998
Notes to Financial Statements
7
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A.M.S. MARKETING, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
A.M.S. MARKETING, INC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS PAGE
INDEPENDENT AUDITOR'S REPORT.................................................F-1
BALANCE SHEET................................................................F-2
STATEMENTS OF OPERATIONS.....................................................F-3
STATEMENTS OF SHAREHOLDERS'EQUITY............................................F-4
STATEMENTS OF CASH FLOWS.....................................................F-5
NOTES TO FINANCIAL STATEMENTS..............................................F-6-7
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors and Shareholders
A.M.S. Marketing, Inc.
Boca Raton, Florida
I have audited the accompanying balance sheet of A.M.S.
Marketing, Inc. as of December 31, 1999, and the related statements of
operations, shareholders' equity and cash flows for the years ended December 31,
1999 and 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 audits.
I conducted my audits in accordance with generally accepted
auditing standards. Those standards require that I plan and perform the audits
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 provided a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of A.M.S.
Marketing, Inc. as of December 31, 1999, and the results of operations and its
cash flows for each of the years ended December 31, 1999 and 1998 in conformity
with generally accepted accounting principles.
Thomas W. Klash
Certified Public Accountant
Hollywood, Florida
January 20, 2000
F-1
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
CURRENT ASSETS:
Cash $ 2,519
Accounts Receivable - Trade 1,500
---------
TOTAL CURRENT ASSETS 4,019
TOTAL ASSETS $ 4,019
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable - Trade $ 1,256
---------
TOTAL CURRENT LIABILITIES 1,256
---------
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 (43,837)
Deficit Accumulated Prior to Development Stage (3,800)
--------
TOTAL SHAREHOLDERS' EQUITY 2,763
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 4,019
========
See accompanying notes to financial statements.
F-2
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999 AND 1998
AND FROM JANUARY 1, 1994 TO DECEMBER 31, 1999
<TABLE>
CUMULATIVE
DEVELOPMENT
<CAPTION>
<S> <C> <C> <C>
1999 1998 STAGE AMOUNTS
----------- ----------- -------------
REVENUES $ 11,299 $ 11,146 $ 22,445
GENERAL AND ADMINISTRATIVE
EXPENSES 45,789 19,593 65,382
----------- ----------- -------------
NET (LOSS) $(34,490) $ (8,447) $ (42,937)
=========== =========== ==============
PER SHARE INFORMATION:
Weighted Average Number of Common
Shares Outstanding During the Period 4,588,900 4,469,620 4,489,500
=========== =========== ==============
BASIC (LOSS) PER SHARE $ (.008) $ (.002) $ (.009)
=========== =========== ==============
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
COMMON STOCK ADDITIONAL
$.001 PAR VALUE PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
BALANCE - 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 -- -- -- (34,490) (34,490)
----------- ------- -------- ---------- ---------
BALANCE - December 31, 1999 4,588,900 $4,588 $ 45,812 $(47,637) $ 2,763
=========== ======= ======== ========== =========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999 AND 1998
AND FROM JANUARY 1, 1994 TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
CUMULATIVE
DEVELOPMENT
<S> <C> <C> <C>
1999 1998 STAGE AMOUNTS
----------- ----------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) $(34,490) $ (8,447) $ (43,837)
Adjustments to Reconcile Net (Loss) to Net
Cash Used in Operating Activities:
Accounts Receivable Increase (602) (898) (1,500)
Prepaid Expense (Increase) Decrease 455 (455) --
Security Deposit (Increase) Decrease 430 (430) --
Accounts Payable Increase 1,256 -- 1,256
---------- ----------- ----------
NET CASH (USED IN) OPERATING
ACTIVITIES (32,951) (10,230) (44,081)
---------- ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder Working Capital Contributions -- -- 900
Issuance of Common Stock -- 45,700 45,700
Proceeds from Borrowings -- 7,500 7,500
Repayment of Borrowings -- (7,500) (7,500)
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING
ACTIVITIES -- 45,700 46,600
---------- ---------- ----------
INCREASE (DECREASE) IN CASH (32,951) 35,470 2,519
CASH - Beginning of Period 35,470 -- --
---------- ---------- ---------
CASH - End of Period $ 2,519 $ 35,470 $ 2,519
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 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 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 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 financial
statements of the successor entity, A.M.S. Marketing, Inc.
Development Stage:
The Company's management is in the process of raising working capital,
developing a business plan and exploring various business opportunities.
Accordingly, the Company is classified as a development stage company.
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.
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.
F-6
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1999
NOTE B - COMMON STOCK
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.
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.
Shares and per share data for all periods presented have been adjusted to
reflect the split.
NOTE C - INCOME TAXES
The Company's net loss of approximately $43,000, may be carried forward
through the year 2019 for tax purposes, to offset taxable income.
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.
NOTE D - CONCENTRATION OF RISK
Substantially all of the Company's revenues are derived from the sale of
pre-owned, refurbished photocopy machines through a marketing arrangement
with one company. Termination of the marketing arrangement would have a
material adverse effect upon the Company.
F-7
<PAGE>
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
None.
PART III
Item 9. Directors and Executive Officers of the Registrant
The following table sets forth the name, age and position of each
director and executive officer of the Company as of the date hereof.
NAME AGE POSITION
Alfred M. Schiffrin 62 President, Secretary, Treasurer and Director
Alfred M. Schiffrin has been President, Secretary, Treasurer and a
Director of the Company since January 1998. From December 1995 to May 1999, Mr.
Schiffrin had 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 10. Executive Compensation
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 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding beneficial
ownership of Registrant's common stock as of the date of this report by all
shareholders who own 5% or more of Registrant's common stock. Beneficial
ownership has been determined for purposes herein in accordance with Rule 13d-3
of the Securities Exchange Act of 1934 as amended, under which a person is
deemed to be the beneficial owner of securities if such person has or shares
voting power or investment power in respect of such securities or has the right
to acquire beneficial ownership within 60 days.
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Number of Percent
Name and Address of Beneficial Owner Shares Owned Owned
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%
- -----------------
(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 180,000 shares of Common Stock owned of record by her husband's individual
retirement account. Mrs. LaSala disclaims beneficial ownership of such shares.
Item 12. Certain Relationships and Related Transactions
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.
PART IV
Item 13. Exhibits, List and Reports on Form 8-K
(a) Exhibits
Exhibit Number Description of Exhibit
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
9
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(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
A.M.S. Marketing, Inc.
By: /s/
-----------------------------------
Alfred M. Schiffrin, President
Chief Executive Officer, Director and
Chief Financial and Accounting Officer
Dated: March 16, 2000
10
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
A.M.S. MARKETING, INC.
FINANCIAL DATA SCHEDULE ARTICLE 5
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-30-1999
<CASH> 2,519
<SECURITIES> 0
<RECEIVABLES> 1,500
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,019
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,019
<CURRENT-LIABILITIES> 1,256
<BONDS> 0
<COMMON> 4,588
0
0
<OTHER-SE> (1,825)
<TOTAL-LIABILITY-AND-EQUITY> 4,019
<SALES> 11,299
<TOTAL-REVENUES> 11,299
<CGS> 0
<TOTAL-COSTS> 45,789
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (34,490)
<INCOME-TAX> 0
<INCOME-CONTINUING> (34,490)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34,490)
<EPS-BASIC> (.008)
<EPS-DILUTED> (.008)
</TABLE>
