U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 1999
Commission file no.
The American Sports Machine, Inc.
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(Name of Small Business Issuer in its Charter)
Florida 65-0877744
- ------------------------------------ -----------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
222 Lakeview Avenue, Suite 160-146
West Palm Beach, FL 33401
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 832-5698
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
- ------------------------ -----------------------------
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
<PAGE>
Indicate by 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
--- ---
As of June 30, 1999, there are 1,400,000 shares of voting stock of the
registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
THE AMERICAN SPORTS MACHINE, INC.
TABLE OF CONTENTS
Page
Balance Sheet......................................... F-1
Statement of Operations and Accumulated Deficit....... F-2
Statement of Changes in Stockholders' Equity.......... F-3
Statement of Cash Flows............................... F-4
Notes to Financial Statements......................... F-5,6
<PAGE>
THE AMERICAN SPORTS MACHINE, INC.
( A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
June 30, 1999
- ---------------------------------------------------------------- ------------
<S> <C>
ASSETS
Current Assets:
Cash $ 20,057
- --- ------------------------------------------------------------ ------------
TOTAL CURRENT ASSETS 20,057
- ---------------------------------------------------------------- ------------
$ 20,057
- --- ------------------------------------------------------------ ------------
LIABILITIES
Current Liabilities:
Accrued expenses $ 7,978
- --- ------------------------------------------------------------ ------------
TOTAL CURRENT LIABILITIES 7,978
- ---------------------------------------------------------------- ------------
7,978
- --- ------------------------------------------------------------ ------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares authorized
1,400,000 shares issued and outstanding 140
Preferred stock - No par value - 10,000,000 shares authorized
No shares issued or outstanding -
Additional paid-in-capital 45,860
Accumulated deficit (33,921)
- --- ------------------------------------------------------------ ------------
TOTAL STOCKHOLDERS' EQUITY 12,079
- ---------------------------------------------------------------- ------------
$ 20,057
- --- ------------------------------------------------------------ ------------
</TABLE>
See accompanying notes to Financial Statements
F-1
<PAGE>
THE AMERICAN SPORTS MACHINE, INC.
( A Development Stage Company)
STATEMENT OF OPERATIONS AND
ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
For the period October 1, 1998 (date of inception) to June 30. 1999
- ---------------------------------------------------------------- -------------
<S> <C>
Revenues $ -
- ---------------------------------------------------------------- -------------
Operating expenses:
Professional fees $ 30,500
Organization costs 2,421 32,921
- ---------------------------------------------------------------- -------------
Loss before income taxes (32,921)
Income taxes -
- ---------------------------------------------------------------- -------------
Net loss (32,921)
Accumulated deficit - October 1, 1998 (1,000)
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Accumulated deficit - June 30, 1999 $ (33,921)
- ---------------------------------------------------------------- -------------
Net loss per share $ (0.03)
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Weighted average shares of common stock $ 1,174,073
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</TABLE>
See Accompanying Notes to Financial Statements
F-2
<PAGE>
THE AMERICAN SPORTS MACHINE, INC.
( A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
For the period October 1, 1998 (date of inception) to June 30, 1999
- ------------------------------------------------------------------------------- --------------------------
Additional
Number of Preferred Common Paid - In Accumulated
Shares Stock Stock Capital Deficit Total
------------------------------------------------ --------------------------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance:
June 2, 1995 - Services $ 500,000 $ - $ 50 $ 950 $ - $ 1,000
Issuance of Common Stock:
December 1, 1998 - Services 500,000 - 50 24,950 - 25,000
December 1, 1998 400,000 - 40 19,960 - 20,000
Accumulated deficit - - - - (33,921) (33,921)
- ------------------------------------------------------------------------------- --------------------------
$1,400,000 $ - $ 140 $ 45,860 $(33,921) $ 12,079
- ------------------------------------------------------------------------------- --------------------------
</TABLE>
See Accompanying Notes to Financial Statements
F-3
<PAGE>
THE AMERICAN SPORTS MACHINE, INC.
(A Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
For the period October 1, 1998 (date of inception) to June 30, 1999
- ------------------------------------------------------------------------ -----------
<S> <C>
Operating Activities:
Net loss $ (32,921)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase in:
Accrued expenses 7,978
Issuance of common stock for services 25,000
- --- --------- --------------------------------------------------------- -----------
Net cash provided by operating activities 57
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Financing activities:
Issuance of Common Stock 20,000
- --- ------------------------------------------------------------------- -----------
Net cash provided by financing activities 20,000
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Net increase in cash 20,057
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Cash - June 30, 1999 $ 20,057
- --- -----------
</TABLE>
See Accompanying Notes to Financial Statements
F-4
<PAGE>
The American Sports Machine, Inc.
Notes to Financial Statements
Note A - Summary of Significant Accounting Policies:
Organization
The American Sports Machine, Inc. (a development stage company) is a Florida
Corporation organized June 2, 1995 to build recreational centers for small
organized sports activities including basketball, handball, racquetball, as well
as video games and other computer board sports activities. The Company failed in
its attempt to implement its initial business plan and during June 1996
abandoned its efforts. The Company had no operations for the period prior to
June 1996. The Company was inactive and there were no transactions from June
1996 to the date of reinstatement by the State of Florida on December 1, 1998
that affect the balances reflected in the financial statements as of December 1,
1998. In addition, audited statements of operations, cash flows and
stockholders' equity for the two years ended September 30, 1998 as required by
item 310 of regulation S-B are not provided because the company was dormant.
The Company has a new business plan, which was adopted on or about December 1,
1998, which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a September 30 year end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Interim Financial Statements
The June 30, 1999 interim financial statements include all adjustments, which in
the opinion of management are necessary in order to make the financial
statements not misleading.
Note B - Stockholders' Equity:
On June 2, 1995, the Company issued 500,000 shares of common stock, in lieu of
cash, for the fair market value of services rendered by its initial officer -
stockholder. On or about December 1, 1998, third parties purchased the shares
from the initial officer - stockholder. On or about December 1, 1998, the
Company issued 500,000 shares of its common stock to its sole officer in
exchange for services valued at $25,000. Subsequently the same third parties
purchased at $0.05 per share, 400,000 shares
F-5
<PAGE>
of the common stock of the Company in a private placement pursuant to Regulation
D of the SEC. The $18,000 in professional fees includes the costs and expenses
(including legal fees) associated with the preparation and filing of the
registration statement. Included in professional fees are additional legal fees
of $1,500 unrelated to the registration statement and $4,000 in auditing and
accounting fees.
At June 30, 1999, the Company had authorized 50,000,000 shares of $.0001 par
value common stock and had 1,400,000 shares of common stock issued and
outstanding. In addition, the Company authorized 10,000,000 shares of preferred
stock with the specific terms; conditions, limitations and preferences to be
determined by the Board of Directors. None of the preferred stock was issued and
outstanding as of June 30, 1999.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $32,921 that may be offset
against future taxable income. If not used, the carry forward will expire in
2014.
The amount recorded as deferred tax assets, cumulative as of June 30,1999 is
$5,000, which represents the amounts of tax benefits of loss carry-forwards. The
Company has established a valuation allowance for this deferred tax asset of
$5,000, as the Company has no history of profitable operations.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through June 30,
1999. It has not established revenues sufficient to cover operating costs and to
allow it to continue as a going concern. Management plans currently provide for
experts to secure a successful acquisition or merger partner so that it will be
able to continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
F-6
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
General
The Company is considered a development stage company with limited assets
or capital, and with no operations or income since approximately 1995. The costs
and expenses associated with the preparation and filing of the Company's
registration statement and other operations of the Company have been paid for by
a shareholder, specifically Mr. James Donald Brock, Jr. It is anticipated that
the Company will require only nominal capital to maintain the corporate
viability of the Company and any additional needed funds will most likely be
provided by the Company's existing shareholders or its officers and directors in
the immediate future. However, unless the Company is able to facilitate an
acquisition of or merger with an operating business or is able to obtain
significant outside financing, there is substantial doubt about its ability to
continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 to its Registration
Statement on Form 10SB. Because the Company has limited funds, it may be
necessary for the officers and directors to either advance funds to the Company
or to accrue expenses until such time as a successful business consolidation can
be made. Management intends to hold expenses to a minimum and to obtain services
on a contingency basis when possible. Further, the Company's directors will
defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
<PAGE>
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
For the period from October 1, 1998(date of inception) through June 30,
1999, the Company had no income from operations and operating expenses
aggregating $32,921.
Financial Condition, Capital Resources and Liquidity
At June 30, 1999, the Company had assets totaling $20,057 and liabilities
of $7,978 attributable to accrued expenses. On December 1, 1998, the Company
issued 500,000 shares of its Common Stock to Ms. Angela Michelle Bartolotta, the
President, Secretary and Treasurer of the Company in consideration and in
exchange for services valued at $12,500.00 in connection with the
re-organization of the Company. On March 12, 1999, Ms. Bartolotta resigned her
position and tendered her 500,000 shares of stock for transfer to James Donald
Brock, Jr., which was accepted by the Company in consideration and in exchange
for services valued at $12,500.00 to complete the reorganization of the Company.
James Donald Brock, Jr. was elected President, Secretary, Treasurer, and
Director of the Company and is the record and beneficial owner of approximately
35.7% of the Company's outstanding Common Stock.
The Company has no potential capital resources from any outside sources at
the current time. It is anticipated that the Company will require only nominal
capital to maintain the corporate viability of the Company. Any additional
capital needed will most likely be provided by the Company's existing
shareholders or its officers and directors.
The ability of the Company to continue as a going concern is dependent upon
the availability of obtaining additional capital and financing from such
shareholders and directors.
Net Operating Losses
The Company has net operating loss carryforwards of $32,921 which expire in
2014. Until the Company's current operations begin to produce earnings, it is
unclear whether the Company can utilize such carryforwards.
Year 2000 Compliance
The Company is currently in the process of evaluating its information
technology for Year 2000 compliance. The Company does not expect that the cost
to modify its information technology infrastructure to be Year 2000 compliant
will be material to its financial condition or results of operations. The
Company does not anticipate any material disruption in its operations as a
result of any failure by the Company to be in compliance.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
<PAGE>
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances. However, whether actual results
or developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequence to
or effects on the Company or its business or operations. The Company assumes no
obligations to update any such forward-looking statements.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending June 30, 1999, covered by
this report to a vote of the Company's shareholders, through the solicitation of
proxies or otherwise.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated
herein by reference, as follows:
Exhibit No. Description
- ----------------------------------------------------------------------
3(i).1 Articles of Incorporation filed June 2, 1995(1)
3(i).2 Articles of Amendment filed March 10, 1999(1)
3(ii).1 By-laws (1)
27 * Financial Data Schedule
- ----------------
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.
* Filed herewith
(b)No Reports on Form 8-K were filed during the quarter ended June 30,
1999.
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
The American Sports Machine, Inc.
Date: August 11, 1999 BY: /s/ James Donald Brock, Jr.
---------------------------
James Donald Brock, Jr., President
[sign page The American Sports Machine, Inc. 10Q 6.30.99]
<TABLE> <S> <C>
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<CIK> 0001081987
<NAME> The American Sports Machine, Inc.
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<CURRENCY> U.S. Currency
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> Sep-30-1998
<PERIOD-START> Oct-1-1998
<PERIOD-END> Jun-30-1999
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<CASH> 20,057
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