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, 2000
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) 488-9938
(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 14, 2000 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, 2000
Index Page
Number
PART I FINANCIAL INFORMATION
Item 1 Balance Sheets at June 30, 2000 and December 31, 1999 3
Statement of Operations for the six month periods
ended June 30, 2000 and June 30, 1999 4
Statement of Shareholders' Equity from December 31, 1996
through June 30, 2000 5
Statement of Cash Flows for the six month periods
ended June 30, 2000 and June 30, 1999 6
Notes to 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
2
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
BALANCE SHEETS
ASSETS
<S> <C> <C>
June 30, 2000 DECEMBER 31, 1999
-------------- -----------------
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 208 $ 2,519
Accounts Receivable - Trade 1,000 1,500
----- -----
Total Current Assets 1,208 4,019
----- -----
Total Assets $ 1,208 $ 4,019
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable - Trade - $ 1,256
Loan Due - Shareholder $ 15,000 -
Total Current Liabilities 15,000 1,256
------ ------
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 (60,392) (43,837)
Deficit accumulated prior to developmental stage (3,800) (3,800)
-------- -------
Total Shareholders' Equity (13,792) 2,763
--------- -----
Total Liabilities and Shareholders' Equity $ 1,208 $ 4,019
=========== =======
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
<S> <C> <C> <C> <C> <C>
Six Months Ended Three Months Ended
June 30 June 30 Cumulative
Development 2000 1999 2000 1999 Stage Amounts
---- ---- ---- ---- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
REVENUES $ 2,254 $ 7,798 $ 1,000 $ 1,765 $ 24,700
GENERAL AND ADMINISTRATIVE EXPENSES 18,809 30,303 16,855 11,312 84,190
---------- ------- ------ --------- -------
NET GAIN (LOSS) $ (16,555) $(22,505) $ (15,855) $ (9,547) $ (59,490)
========== ========= ========== ========= ==========
PER SHARE INFORMATION:
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING DURING THE PERIOD 4,588,900 4,588,900 4,588,900 4,588,900 4,588,900
========== ========= ========== ========= ==========
BASIC (LOSS) PER SHARE $ (.004) $ (.005) $ (.003) $ (.002) $ (.013)
=========== ========= =========== ============== ============
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
STATEMENT OF SHAREHOLDERS' EQUITY
FROM DECEMBER 31, 1996 THOUGH JUNE 30, 2000
<S> <C> <C> <C> <C> <C>
Common Stock Additional
$.001 Par Value Paid-In Accumulated
Shares Amount Capital (Deficit) Total
------ ------ ------- --------- -----
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 - - - (34,490) (34,490)
--------- ------- ------- -------- --------
Balance December 31, 1999 4,588,900 4,588 45,812 $ (47,637) $ 2,763
Net loss for period - - - (16,555) (16,555)
--------- ------- ------- ---------- ---------
Balance June 30, 2000 4,588,900 $ 4,588 $ 45,812 $ (64,192) $ (13,792)
========= ======= ======== ========== ===========
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
(UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVELENTS
<S> <C> <C> <C>
Six Months Ended Cumulative
June 30 Development Stage
2000 1999 Amounts
---- ---- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Gain(Loss) $ (16,555) $(22,505) $(60,392)
Adjustments to reconcile net loss to Net cash used in
operating activities:
Accounting receivable(increase)decrease 500 398 (1,000)
Accounts payable(increase)decrease (1,256) - -
------- -------- --------
Net cash(used in) operating activities (17,311) (22,107) (61,392)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from Shareholder 15,000 - 15,000
Shareholder working capital contributions - - 900
Issuance of Common Stock - - 45,700
Proceeds from borrowing - - 7,500
Principal Repayment of borrowings - - (7,500)
-------- -------- -------
Net cash provided by financing activities $15,000 $ - $61,600
-------- -------- -------
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS (22,107) 208
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 2,519 35,470 -
-------- ---------- -------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 208 $ 13,363 $ 208
========= ========== =======
</TABLE>
See accompanying notes to financial statements
6
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
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
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 commencing
operations. 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.
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.
See accompanying notes to financial statements
7
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
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.
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, 2000 and for the periods ended
June 30, 2000 and 1999 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-KSB.
NOTE E - SHAREHOLDER LOAN
On April 28, 2000 the Company accepted a working capital loan of
$ 15,000 from its President, and largest shareholder, Alfred M.
Schiffrin. The loan is non-interest bearing, is not evidenced by a
promissory note and is repayable on demand.
See accompanying notes to financial statements
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 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 three-month period ended June 30, 2000 was
characterized by nominal revenues offset by relatively significant
professional fees and expenses associated with the Company being a
reporting issuer.
Results of Operations
Revenues in the three-month period ended June 30, 2000 (the "Second
Quarter") were approximately $ 1,000 and expenses were approximately
$ 16,855, resulting in a net loss for the 2000 Second Quarter of
approximately $ 15,855. Of the $ 16,855 of expenses, approximately
$ 14,481 represented legal, accounting and other related expenses
incurred in connection with the Company being a reporting issuer.
Revenues in the three-month period ended March 31, 2000 (the "2000
First Quarter") were approximately $ 1,255 and expenses were
approximately $ 1,955, resulting in a net loss for the 2000 First
Quarter of approximately $ 699.
The decrease in revenues for the 2000 Second Quarter as compared to the
2000 First Quarter was not meaningful. The increase in expenses for the
2000 Second Quarter as compared to the 2000 First Quarter was primarily
attributable to legal and accounting expenses incurred during the 2000
Second Quarter. The increase in net loss for the 2000 Second Quarter as
compared to the 1999 Second Quarter was primarily attributable to the
increase of certain non-recurring costs and expenses incurred during
the 2000 Second Quarter relating to 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.
See accompanying notes to financial statements
9
<PAGE>
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
Liquidity and Capital Resources
As of June 30, 2000 the Company's principal sources of liquidity
consisted of cash of $ 208 and accounts receivable of $ 1,000.
During the 2000 Second Quarter the Company's President and largest
shareholder, Alfred M. Schiffrin, loaned $ 15,000 to the Company in
order to fund its operations. The loan is non-interest bearing and is
repayable on demand.
The Company does not have any present plans to raise additional capital
through the sale of Common Stock or other securities. If the Company
requires additional capital to fund its operations it is anticipated
that Mr. Schiffrin will loan the Company such additional funds on the
same basis as set forth above, but Mr. Schiffrin is under no obligation
to make such funds available.
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 or 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.
See accompanying notes to financial statements
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 26, 2000 By: /s/ Alfred M. Schiffrin
---------------------------
Alfred M. Schiffrin,
President
See accompanying notes to financial statements
11
