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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1998
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 0-23462
ASIA MEDIA COMMUNICATIONS, LTD.
(Exact name of Small Business Issuer as Specified in its Charter)
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NEVADA 88-0207089
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
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712 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NY 10019
(Address of Principal Executive Offices)
(212) 582-3400
Issuer's Telephone Number, Including Area Code
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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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes X No
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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 December 15, 1998, the
registrant had 5,535,586 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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ASIA MEDIA COMMUNICATIONS, LTD.
FORM 10-QSB
For the Quarter Ended March 31, 1998
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Page
INDEX Number
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PART I FINANCIAL INFORMATION
Item 1 Condensed Balance Sheet at March 31, 1998 and December 31, 1997 3
Condensed Statement of Operations for the three month periods
ended March 31, 1998 and March 31, 1997 4
Condensed Statement of Cash Flows for the three month periods
ended March 31, 1998 and March 31, 1997 5
Notes to Condensed Financial Statements 6
Item 2 Plan of Operation 7
PART II
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Defaults Upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8-K 9
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2
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
CONDENSED BALANCE SHEET
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ASSETS
March 31, December 31,
1998 1997
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(Unaudited)
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Current Assets:
Cash $ 50,000 $ 50,000
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Total Assets $ 50,000 $ 50,000
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LIABILITIES AND DEFICIT IN STOCKHOLDERS' EQUITY
Current Liabilities:
Advance from shareholder $ 14,448 $ 14,448
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Deficit in Stockholders' Equity:
Common stock, $.01 par value, 100,000,000
shares authorized; 5,535,586 shares issued
and outstanding 55,356 55,356
Additional paid-in capital 798,825 798,825
Deficit in retained earnings ( 84,908) ( 84,908)
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769,273 769,273
Less: Treasury stock ( 733,721) ( 733,721)
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Total Deficit in Stockholders' Equity 35,552 35,552
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Total Liabilities and Deficit in
Stockholders' Equity $ 50,000 $ 50,000
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
CONDENSED STATEMENTS OF OPERATIONS
UNAUDITED
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For the Three Months
Ended March 31,
1998 1997
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Revenues:
Net Sales $ - $ -
Costs and Expenses:
Selling, general and administrative
expenses: - -
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Net Income $ - $ -
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Income per common share $ 0.00 $ 0.00
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Average weighted number of common shares
outstanding 5,535,586 5,535,586
============== ==============
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
CONDENSED STATEMENTS OF CASH FLOWS
UNAUDITED
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For the Three Months
Ended March 31,
1998 1997
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Cash Flows from Operating Activities:
Cash received from customers $ - $ -
Cash paid for goods and services - -
Cash Flows from Investing Activities: - -
Cash Flows from Financing Activities: - -
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Increase in cash and cash equivalents - -
Cash and cash equivalents, beginning - -
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Cash and cash equivalents, end $ - $ -
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Reconciliation of Net Income to Cash
Flows from Operating Activities:
Net Income $ - $ -
Adjustments - -
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Cash Flows from Operating Activities $ - $ -
========== ===========
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ASIA MEDIA COMMUNICATIONS, LTD.
(FORMERLY SPERZEL-NV, INC.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
The accompanying balance sheet includes the accounts of Asia Media
Communications, Ltd., a corporation purchased by Sperzel-NV, Inc.
on January 31, 1994. On the same date, Sperzel-NV, Inc. changed
its name to Asia Media Communications, Ltd. As Asia Media
Communications, Ltd., the Company had attempted to acquire the
licensing rights for distribution of videos in the Far East.
However, the acquisition was never completed and the Company is
seeking opportunities in other business ventures. The Company also
had acquisition and merger agreements relating to the distribution
of vodka and other products, primarily in Russia as well as an
Australian company which distributes computer equipment in the Far
East. All acquisition and merger agreements were effectively
rescinded as of their respective effective dates, and accordingly,
no transactions related thereto are included in the accompanying
financial data.
Business activity:
The Company, a Nevada corporation, with its administrative office
now located in New York, was incorporated on February 20, 1985. At
the present time, the Company has no current operations, and is
actively attempting to acquire a business operation, or obtain one
through merger with a privately-held company seeking public
status.
NOTE 2: UNAUDITED FINANCIAL STATEMENTS
The financial statements as of March 31, 1998, and for the period
ended March 31, 1998 and 1997, 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 are in
condensed from and should be read in conjunction with the
Company's 1997 annual report filed on Form 10-KSB.
6
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ITEM 2 PLAN OF OPERATION
The Company's current business plan is primarily to seek one or more
potential businesses which may, in the opinion of management, warrant the
Company's involvement. The Company recognizes that as a result of its limited
financial, managerial or other resources, the number of suitable potential
businesses which may be available to it will be extremely limited. In seeking to
attain its business objective, the Company will not restrict its search to any
particular industry. Rather, the Company may investigate businesses of
essentially any kind or nature, including but not limited to, finance, high
technology, manufacturing, service, sports, research and development,
communications, insurance, brokerage, transportation and others. It is
emphasized that the business objectives discussed herein are extremely general
and are not intended to be restrictive upon the discretion of management. The
Company has not conducted any market studies with respect to any business or
industry.
The Company will not restrict its search to any specific industry and
may acquire any entity or position in a company which is (i) in its preliminary
or development stage, or (ii) is a going concern. At this time it is impossible
to determine the needs of the business in which the Company may seek to
participate, and whether such business may require additional capital,
management, or may be seeking other advantages which the Company may offer. In
other instances, possible business endeavors may involve the acquisition of or a
merger with a company which does not need additional equity, but seeks to
establish a public trading market for its securities.
Businesses which seek the Company's participation in their operations
may desire to do so to avoid what such businesses deem to be adverse factors
related to undertaking a public offering. Such factors include substantial time
requirements and legal costs, along with other conditions or requirements
imposed by Federal and state securities laws.
The analysis of potential business endeavors will be undertaken by or
under the supervision of the Company's management. Management is comprised of
individuals of varying business experience, all of whom are engaged in other
activities and devote only a limited amount of their time to the Company.
Management will rely on their own business judgment in formulating decisions as
to the types of businesses which the Company may acquire or in which the Company
may participate.
In analyzing prospective businesses, management will consider such
factors as available technical, financial and managerial resources; working
capital and other financial requirements; such businesses' history of
operations, if any, and prospects for the future; the nature of present and
expected competition; the quality and experience of management services which
may be available and the depth of that management; risk factors; the potential
for growth and expansion; the potential for profit; the perceived public
recognition or acceptance of such businesses, products, services, trade or
service marks; its name identification; and other relevant factors.
While the above factors will be considered, to a large extent a
decision to participate in a specific business will be difficult, if not
impossible, to analyze through the application of objective criteria. In many
instances, the achievements of a specific business to date may not necessarily
be indicative of its potential for the future because of various changing
requirements in the marketplace, such as the ability to substantially shift
marketing approaches, expand significantly or change product emphasis, change or
substantially alter management, or other factors. On the other hand, the
management of such companies may not have proven their abilities or
effectiveness, or established the viability of the market, or the products or
services which they propose to market. As such, the profitability of such a
business may be unpredictable and might therefore subject the Company and its
assets to substantial risks.
7
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It is anticipated that locating and investigating specific proposals
will take a substantial period of time, although the time such process will take
can by no means be assured. Further, even after a business is located, the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial additional time, effort and
attention on the part of management, as well as substantial costs for attorneys,
accountants and others. If a decision is made not to participate in a specific
business endeavor, the costs theretofore incurred in the related investigation
might not be recoverable. Furthermore, even if an agreement were reached for the
participation in a specific business, the failure to consummate that transaction
might result in the loss to the Company of the related costs incurred.
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.
8
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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.
ASIA MEDIA COMMUNICATIONS, LTD.
(Registrant)
Date: January 7, 1999 By: /s/ Edward J. Tobin
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Edward J. Tobin
President
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<ARTICLE> 5
<MULTIPLIER> 1
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 50,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 50,000
<PP&E> 0
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<TOTAL-ASSETS> 50,000
<CURRENT-LIABILITIES> 14,448
<BONDS> 0
0
0
<COMMON> 55,356
<OTHER-SE> (19,804)
<TOTAL-LIABILITY-AND-EQUITY> 50,000
<SALES> 0
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<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-PRIMARY> 0.00
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