UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2006
¨ 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 333-123169
AMERICAN MEDIA SYSTEMS CO.
(Exact name of registrant as specified in its charter)
Nevada | 87-0736406 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5190 Neil Road, Suite 430, Reno, Nevada 89502
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 866-651-2219
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.
Yesx No¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes¨ Nox
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 court.
Yes¨ 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: Common, $.00001 par value per share: 4,000,000 outstanding as of August 15, 2006.
Transitional Small Business Disclosure Format (check one):
Yes¨ Nox
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
June 30 | December 31 | ||||
2006 | 2005 | ||||
(unaudited) | (audited) | ||||
CURRENT ASSETS | |||||
Cash | 65,073 | 87,821 | |||
Account receivable | 559 | 5,189 | |||
Prepaid expenses | 1,791 | 5,894 | |||
Inventory (Notes 2 and 5) | 5,328 | 2,394 | |||
72,751 | 101,298 | ||||
EQUIPMENT | 31,021 | 35,029 | |||
INTELLECTUAL PROPERTY (Note 5) | - | 2 | |||
DEFERRED DVD PRODUCTION COST (Note 5) | - | 8,215 | |||
TOTAL ASSETS |
| $ 103,772 | $ 144,544 | ||
CURRENT LIABILITIES | |||||
Accrued liabilities | - | 10,311 | |||
Accounts payable | 4,678 | 16,383 | |||
Sales taxes payable | 11 | 3,098 | |||
Deferred revenue | 5,671 | - | |||
Corporate income taxes payable | 1,176 | 2,738 | |||
| Advances from related parties (Note 6) | 8,492 | 3,692 | ||
TOTAL LIABILITIES | 20,028 | 36,222 | |||
COMMON STOCK | |||||
Authorized: | |||||
50,000,000 shares, $0.00001 par value; | |||||
Issued and outstanding: | |||||
4,000,000 common shares (December 31, 2005: 4,000,000) | 40 | 40 | |||
ADDITIONAL PAID-IN CAPITAL | 94,360 | 94,360 | |||
DONATED CAPITAL | 67,876 | 58,276 | |||
(DEFICIT) ACCUMULATED DURING THE DEVELOPMENT STAGE | (78,532) | (44,354) | |||
TOTAL STOCKHOLDERS' EQUITY | 83,744 | 108,322 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 103,772 | $ 144,544 | |||
REVENUE | $ - | $ 5,596 | $ 12,262 | $ 5,596 | ||||
COST OF GOODS SOLD | - |
| (1,019) |
| (348) |
| (1,019) | |
GROSS PROFIT | - |
| 4,577 |
| 11,914 |
| 4,577 | |
GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||
Advertising | - | - | 1,225 | - | ||||
Audit fees | 1,046 | - | 1,046 | 252 | ||||
Bank charges and interest | 59 | 60 | 119 | 60 | ||||
Consulting fees | 13,458 | 14,400 | 27,858 | 28,800 | ||||
Depreciation | 2,004 | 2,409 | 4,008 | 4,912 | ||||
Loss (gain) on foreign exchange | (1,206) | (8) | (1,570) | (8) | ||||
Legal fees | (252) | - | 1,598 | - | ||||
Office | 1,539 | 912 | 3,687 | 912 | ||||
Rent | 1,714 | 2,973 | 6,956 | 5,373 | ||||
Telephone and communication | 1,765 | 3,402 | 3,111 | 3,402 | ||||
Transfer agent fees | 150 | 675 | ||||||
| Website and software maintenance | - |
| - |
| - |
| 48 |
|
| (20,277) |
| (24,148) |
| (48,713) |
| (43,751) |
LOSS FROM OPERATIONS | (20,227) | (19,571) | (36,799) | (39,174) | ||||
OTHER INCOME | ||||||||
| Film production equipment sale, net | - |
| - |
| 1,643 |
| - |
(LOSS) FROM CONTINUING OPERATIONS | (20,277) |
| (19,571) |
| (35,156) |
| (39,174) | |
DISCONTINUED OPERATIONS (Note 5) | ||||||||
| Gain (loss) from operations of discontinued Component | 21 |
| - |
| 978 |
| - |
NET (LOSS) | (20,256) |
| (19,571) |
| (34,178) |
| (39,174) | |
Basic and diluted net loss per share | $ (0.01) |
| $ (0.01) |
| $ (0.01) |
| $ (0.02) | |
Weighted average shares outstanding | 4,000,000 |
| 2,000,000 |
| 4,000,000 |
| 2,000,000 | |
Balance on December 06, 2004 | $ - | $ - | $ - | $ - | $ - | ||
Issue of common stock for cash at $0.50 | 2 | 0 | 1 | - | - | 1 | |
Cancellation of common stock | (2) | - | (1) | 1 | - | - | |
Issue of common stock for assets at $0.0222 | 2,000,000 | 20 | 44,380 | 44,400 | |||
Donated services | - | - | - | 675 | - | 675 | |
Net (loss) for the period | - | - |
| - | (8,714) | (8,714) | |
Balance on December 31, 2004 | 2,000,000 | 20 | 44,380 | 676 | (8,714) | $ 36,362 | |
Issue of common stock for cash at $0.025 | 2,000,000 | 20 | 49,980 | - | - | 50,000 | |
Donated services | - | - | - | 57,600 | - | 57,600 | |
Net (loss) for the year | - | - | - | - | (35,640) | (35,640) | |
Balance, December 31, 2005 | 4,000,000 | 40 | 94,360 | 58,276 | (44,354) | $ 108,322 | |
Donated services | - | - | - | 9,600 | - | 9,600 | |
Net (loss) for the period | - | - | - | - | (34,178) | (34,178) | |
Balance, June 30, 2006 | 4,000,000 | $ 40 | $ 94,360 | $ 67,876 | $ (78,532) | $ 83,744 | |
|
| |||||
OPERATING ACTIVITIES | ||||||
Loss from operations | $ (34,178) | |||||
Items not requiring cash outlay | ||||||
Consulting fees | 9,600 | 28,800 | ||||
Depreciation | 4,008 | 4,912 | ||||
Gain on sale of subsidiary | (2,389) | - | ||||
Cash provided by (used in) changes in operating assets and liabilities | ||||||
Accounts receivable | 4,630 | - | ||||
Prepaid expenses | 4,103 | - | ||||
Inventory | (5,328) | - | ||||
Accounts payable | (11,705) | 5,648 | ||||
Sales taxes payable | (3,087) | - | ||||
Accrued liabilities | (10,311) | - | ||||
Deferred revenue | 5,671 | - | ||||
Corporate income taxes payable | (1,562) | - | ||||
|
| Advances from a related party | 4,800 |
| 2,450 | |
Net cash used in operating activities | (35,748) |
| 2,486 | |||
INVESTING ACTIVITIES | ||||||
Purchase of equipment | - | (1,882) | ||||
| Cash proceeds from sale of subsidiary | 13,000 |
| - | ||
Net Cash provided by financing activities | 13,000 | (1,882) | ||||
Increase in cash and cash equivalents | (22,748) | 604 | ||||
Cash and cash equivalent - beginning of the period | 87,821 |
| - | |||
Cash and cash equivalent - end of the period | 65,073 |
| 604 | |||
Non-Cash Financing Activities |
|
|
| |||
Supplemental Disclosure | ||||||
Interest expense | - | - | ||||
Taxes | - | - | ||||
| Foreign exchange (gain) loss | (1,570) |
| 140 | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH | ||||||
INVESTING AND FINANCING ACTIVITIES | ||||||
Purchase of equipment in exchange for 2,000,000 of | ||||||
the Company's common stock at a price of | ||||||
$0.0222 per share | - | - | ||||
Donated services | 9,600 | 14,400 | ||||
NOTE 1 - BASIS OF PRESENTATION
These unaudited financial statements have been prepared in accordance with the instructions to SEC Form 10-QSB. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to such instructions. These unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto as at December 31, 2005.
In the opinion of the Company's management, all adjustments considered necessary for a fair presentation of these unaudited financial statements have been included and all such adjustments are of a normal, recurring nature. Operating results for the six-month period ended June 30, 2006 are not necessarily indicative of the results that can be expected for the year ended December 31, 2006.
Management has determined that the Company has ceased to be a development stage company as at January 31, 2006, and accordingly, these financial statements do not include the additional information that is required to be disclosed by development stage companies. Prior to the 2006 fiscal year the Company was considered a development stage company.
The Company does not generate sufficient cash flow from operations to fund its activities and has therefore relied principally upon the issuance of securities for financing. The Company intends to continue relying upon the issuance of securities to finance its operations and development activities, however there can be no assurance it will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. These factors together raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
NOTE 2 - INVENTORY
June 30, 2006 | December 31, 2005 | |
$ | ||
|
|
|
Raw materials and supplies | - | - |
Work in progress | 5,328 | - |
Finished goods | - | 2,394 |
|
|
|
5,328 | 2,394 | |
Work in progress as at June 30, 2006 consists of work done by the Company's film and production segment.
NOTE 3 - COMMON STOCK
Effective January 27, 2006, the Company completed a two shares for one share stock split. The Company's share transactions disclosed in these financial statements have been restated retroactively to reflect the above stock split.
There are no shares subject to warrants, options or other agreements as at June 30, 2006.
NOTE 4 - SEGMENT INFORMATION
During the quarter ended June 30, 2006 the company sold all operations and assets associated with its Instructional DVD segment. Financial information pertaining to the Instructional DVD segment has been provide under Note 5 - Discontinued Operations.
NOTE 5 - DISCONTINUED OPERATIONS
During the quarter ended June 30, 2006 the company sold all operations and assets associated with its Instructional DVD segment. These assets include DVD inventory, deferred DVD production cost, and intellectual property. Total proceeds from the sale were $13,000 and the Company realized a gain on the sale of $273. The gain is included under the caption 'Gain (loss) from operations of discontinued Component' on the income statement.
NOTE 6 - RELATED PARTY TRANSACTIONS AND BALANCES
The following represents related party transactions and balances not disclosed elsewhere in the financial statements:
(i) During the six months ended June 30, 2006, the Company purchased $2,231 (2005 - $Nil) of DVD inventory from True North Entertainment , a company wholly owned by its President.
(ii) During the six months ended June 30, 2006, the Company paid or recorded as payable $ 18,258 in consulting fees to AJ Vesak Ltd (2005 - $Nil), a company wholly owned by its President.
(iii) During the six months ended June 30, 2006, the Company received $9,600 of donated consulting services from its President (2005 $28,800).
NOTE 7 - CONCENTRATION OF RISK
The Company relies on the expertise of it's President and major shareholder, Mr. Vesak. Mr. Vesak has a thorough knowledge of television and feature film production and instructional DVD production.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Forward-Looking Statements
This Form 10-QSB includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this Form 10-QSB, other than statements of historical facts, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including operating costs, future capital expenditures (including the amount and nature thereof), and other such matters are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Because our stock is a penny stock, each time we refer to the Litigation Reform Act, the safe harbor does not apply.
Factors that could cause actual results to differ materially from those in forward-looking statements include: the change of business focus; continued availability of capital and financing; general economic, market or business conditions; acquisition opportunities or lack of opportunities; changes in laws or regulations; risk factors listed from time to time in our reports filed with the Securities and Exchange Commission; and other factors.
American Media Systems Co is a Nevada company incorporated on December 6, 2004. We are a startup film and production company that specializes in television and feature film aerial cinematography. During the second quarter of 2006 we sold our instructional DVD segment.
Employees and Consultants
The Registrant has no employees. The company's CEO, A.J. Vesak is retained as a consultant.
Plan of Operations
Our specific goal is to expand on our customer base for our film and production segment. In order to effectively pursue that goal we divested Craft College Inc., our instructional DVD segment on May 31, 2006.
With the funds we currently have our priority of expenditures is to pay rent, legal, audit and transfer agent fees and those related to our Exchange Act reporting obligations and second to increase the marketing of our film and media productions services. We intend to accomplish the foregoing through the following milestones:
1. Continue to distribute our film and production demo reel to various advertising and creative agencies.
2. Continue to distribute our corporate awareness DVD to prospective advertising agencies and other firms we believe fit within the target market for our services.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
During the six months ending June 30, 2006 we realized sales of $12,262 (2005 - $ 5,596) and gross margin of $11,914 (2005 - $4,577). Our revenues are generated from aerial film and production.
During the six months ending June 30, 2006, we incurred a loss from continuing operations of $35,156 (2005 - loss of $39,174). The major components to expenses faced by the company during the six months were consulting fees of $27,858 (2005 - $28,800), rent of $6,956 (2005 - $ 5,373), depreciation of $4,008 (2005 - $4,912), general office expenses of $3,687 (2005 - $912), telephone and communication of $3,111 (2005 - $ 3,402), legal fees of $1,598 (2005 - $ nil), and advertising of $1,225 (2005 - $ nil). The balance of our expenses during the quarter have been audit fees of $1,046 (2005 - $252), transfer agent fees of $675 (2005 - $nil), bank and interest charges of $119 (2005 - $ 60), and gain on foreign exchange of $1,570 (2005 - $ 8).
As of June 30, 2006 the Company has current liabilities of $20,028 compared to $36,222 at December 31, 2005. The current liabilities consist of $4,678 in accounts payable (December 31, 2005 - $ 16,383), no accrued liabilities (December 31, 2005 - $10,311), $5,671 in deferred revenue (December 31, 2005 - $ nil), $1,187 in sales and corporate income taxes payable (December 31, 2005 - $5,836), and $ 8,492 due to a related party (December 31, 2005 - $3,692). There is no long-term debt. The Company may in the future invest in short-term investments from time to time but there can be no assurance that these investments will result in profit or loss.
During the most recent quarter we paid AJ Vesak Ltd, a company wholly owned by our President and CEO, $9,600 in consulting fees.
Our future growth and success will be dependent on our ability to develop and produce products that are entertaining and educational and that we are able to secure distribution channels through various retail chains. If we cannot succeed in developing distribution channels and generate sales then our prospects for growth are substantially undermined.
Off balance-sheet arrangements
We do not have any off balance-sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Recent accounting pronouncements
There have been no recent accounting pronouncement since the filing of the Company's Form 10-QSB, filed on May 15, 2006.
Item 3. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation o f the Company's disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required.
(b) Changes in Internal Control over Financial Reporting: There were no changes in the Company's internal control over financial reporting identified in connection with the Company evaluation of these controls as of the end of the period covered by this report that could have significantly affected those controls subsequent to the date of the evaluation referred to in the previous paragraph, including any correction action with regard to significant deficiencies and material weakness.
There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
This use of proceeds information is being disclosed pursuant to our SB-2 registration statement file # 333-123164 declared effective on July 15, 2005. The offering commenced on July 16, 2005 and was terminated on October 3, 2005 with 2,000,000 shares of common stock issued and $50,000 raised.
Pursuant to the SB-2 registration statement we registered 4,000,000 shares for sale by the issuer for maximum proceeds of $100,000 of which 2,000,000 shares were sold for total proceeds of $50,000.
There was no underwriter in the offering and no funds have been paid for underwriting discounts or commissions, finders' fees, or to underwriters in connection with the offering.
We have paid total expenses of $10,787 including legal, audit, and transfer agent fees. All these fees were paid directly by the issuer and none of the fees were paid to a director, officer, 10% security owners, or any individual or firm with insider or related party affiliation with the issuer.
Net proceeds to the issuer after taking account of expense related with the registration statement is $39,213. From the effective date to June 30, 2006 the issuer has used $14,321 for Rent, general legal, and office expenses and $4,195 for production of DVDs for a total of $18,516 of the net offering proceeds.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submissions 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
Exhibit No. | Exhibit Description |
31.1 | Certification of Principal Executive and Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. |
32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive and Financial Officer) |
(b) Reports on Form 8-K filed during the quarter.
On April 13, 2006, we filed a current report on Form 8-K disclosing the engagement of a consulting firm for the potential sale of our wholly owned subsidiary, Craft College.
On May 31, 2006, we filed a current report on Form 8-K disclosing the sale of our wholly owned subsidiary Craft College Inc.
On June 2, 2006, we filed a current report on Form 8-K disclosing the resignation of Ms Castillo as a director for American Media Systems Co.
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN MEDIA SYSTEMS CO. (Registrant) | ||
Dated: August 21, 2006 | BY: | /s/ AJ VESAK |
