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 September 30, 2007
¨ 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 000-51568
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: 2,000,001 outstanding as of November 13, 2007.
Transitional Small Business Disclosure Format (check one):
Yes¨ Nox
Item 1. Financial Statements.
September 30 | December 31 | ||||
2007 | 2006 | ||||
(unaudited) | (audited) | ||||
CURRENT ASSETS | |||||
Cash | $ 53,569 | $ 63,155 | |||
Sales taxes recoverable | 2,761 | 2,447 | |||
Corporate taxes recoverable | 3,240 | 1,596 | |||
59,570 | 67,198 | ||||
EQUIPMENT | 22,432 | 27,013 | |||
TOTAL ASSETS |
| $ 82,002 | $ 94,211 | ||
CURRENT LIABILITIES | |||||
Accrued liabilities | $ - | $ 5,314 | |||
Accounts payable | 1,022 | 4,227 | |||
Loan payable | 1,000 | 1,000 | |||
| Advances from related parties (Note 3) | 81,851 | 40,747 | ||
Total Liabilities | 83,873 | 51,288 | |||
Common stock | |||||
Authorized: | |||||
50,000,000 shares, $0.00001 par value; | |||||
Issued and outstanding: | |||||
2,000,000 common shares | 20 | 20 | |||
ADDITIONAL PAID-IN CAPITAL | 94,380 | 94,380 | |||
DONATED CAPITAL | 67,876 | 67,876 | |||
DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE | (44,354) | (44,354) | |||
ACCUMULATED DEFICIT | (119,793) | (74,999) | |||
TOTAL STOCKHOLDERS' EQUITY | (1,871) | 42,923 | |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 82,002 | $ 94,211 | |||
ended | ended | ended | ||||||
REVENUE | $ - | $ 12,737 | $ 1,830 | $ 26,121 | ||||
COST OF GOODS SOLD | - |
| (8,522) |
| - |
| (9,242) | |
GROSS PROFIT | - |
| 4,215 |
| 1,830 |
| 16,879 | |
GENERAL AND ADMINISTRATIVE EXPENSES | ||||||||
Advertising | - | - | - | 1,225 | ||||
Audit fees | 1,443 | 1,526 | 2,378 | 2,572 | ||||
Bank charges and interest | 104 | 72 | 292 | 191 | ||||
Consulting fees | 13,950 | 13,585 | 41,120 | 41,443 | ||||
Depreciation | 1,527 | 2,004 | 4,581 | 6,012 | ||||
Loss (gain) on foreign exchange | (1,735) | (24) | (4,284) | (1,594) | ||||
Legal fees | - | - | 642 | 1,598 | ||||
Office | 47 | 1,435 | 47 | 5,122 | ||||
Rent | - | 3,800 | 250 | 10,756 | ||||
Telephone and communication | 50 | 1,071 | (575) | 4,182 | ||||
Transfer agent fees | 1,268 | 1,288 | 2,043 | 1,963 | ||||
| Website and software maintenance | - |
| - |
| 130 |
| - |
|
| (16,654) |
| (24,757) |
| (46,624) |
| (73,470) |
LOSS FROM OPERATIONS | (16,654) | (20,542) | (44,794) | (56,591) | ||||
OTHER INCOME | ||||||||
| Film production equipment sale, net | - |
| - |
| - |
| 1,643 |
(LOSS) FROM CONTINUING OPERATIONS | (16,654) |
| (20,542) |
| (44,794) |
| (54,948) | |
DISCONTINUED OPERATIONS | ||||||||
| Gain (loss) from operations of discontinued Component | - |
| - |
| - |
| 273 |
NET (LOSS) | (16,654) |
| (20,542) |
| (44,794) |
| (54,675) | |
Basic and diluted net loss per share | $ (0.01) |
| $ (0.01) |
| $ (0.02) |
| $ (0.03) | |
Weighted average shares outstanding | 2,000,000 |
| 2,000,000 |
| 2,000,000 |
| 2,000,000 | |
|
| |||||
OPERATING ACTIVITIES | ||||||
Loss from operations | $ (44,794) | $ (54,675) | ||||
Items not requiring cash outlay | ||||||
Consulting fees | - | 9,600 | ||||
Depreciation | 4,581 | 6,012 | ||||
Gain on sale of subsidiary | - | (2,389) | ||||
Cash provided by (used in) changes in operating assets and liabilities | ||||||
Accounts receivable | - | 4,630 | ||||
Prepaid expenses | - | 5,297 | ||||
Accounts payable | (3,205) | (9,560) | ||||
Sales taxes payable | (314) | (4,361) | ||||
Accrued liabilities | (5,314) | (8,785) | ||||
Corporate income taxes payable | (1,644) | (1,562) | ||||
|
| Advances from related parties | 41,104 |
| 19,200 | |
Net cash used in operating activities | (9,586) |
| (36,593) | |||
INVESTING ACTIVITIES | ||||||
| ||||||
| Cash proceeds from sale of subsidiary | - |
| 13,000�� | ||
Net Cash provided by financing activities | - |
| 13,000 | |||
Decrease in cash and cash equivalents | (9,586) | (23,593) | ||||
Cash and cash equivalent - beginning of the period | 63,155 |
| 87,821 | |||
Cash and cash equivalent - end of the period | $ 53,569 |
| $ 64,228 | |||
Supplemental Disclosure | ||||||
Interest expense | 16 | - | ||||
Taxes | - | - | ||||
| Foreign exchange (gain) loss | (4,284) |
| (1,594) | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH | ||||||
INVESTING AND FINANCING ACTIVITIES | ||||||
Donated services | - | 9,600 | ||||
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, 2006.
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 nine-month period ended September 30, 2007 are not necessarily indicative of the results that can be expected for the year ended December 31, 2007.
NOTE 2 - COMMON STOCK
Effective January 27, 2006, the Company completed a two shares for one share stock split. Effective September 29, 2006, the Company completed a one share for two shares stock consolidation. The Company's share transactions disclosed in these financial statements have been restated retroactively to reflect the above stock transactions.
There are no shares subject to warrants, options or other agreements as at September 30, 2007.
NOTE 3 - RELATED PARTY TRANSACTIONS AND BALANCES
Advances from related parties are without interest or specified repayment terms.
During the nine months ended September 30, 2007, the Company accrued $40,755 (2006 - $31,843) in consulting fees to A. J. Vesak Ltd., a company wholly owned by its President.
The transactions between the Company and the related party were consummated at the price agreed upon by the parties.
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. On May 31, 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.
Our plan of operations for the next 12 months is to continue our business of providing aerial cinematography services to the film and advertising industries and to diversify into government and corporate sectors. We feel that we are well positioned to take advantage of any growth in the local film industry. To pursue these objectives we intend to raise additional capital and to that end filed an SB-2 registration statement on June 1, 2007. The prospectus, which was declared effective by the Securities and Exchange Commission on July 5, 2007, registered 8,000,000 shares at an offering price of $0.05 per share. The funds contemplated in the prospectus will be utilized to pay general working capital expenses such as, but not limited to, office, audit and legal fees. We will also utilize the funds to market our services by customizing our corporate awareness DVD to specific sectors within the economy. We will target those sectors that we believe are poised for growth a nd could benefit the greatest from our services. We anticipate that this work will require additional consulting, legal, and travel and related expenses as we continue expanding our customer base.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
During the nine months ending September 30, 2007 we realized sales of $1,830 as compared to $26,121 for the first nine months of 2006 and we realized a gross margin of $1,830 (2006 - $16,879). Our revenues are generated from aerial film and production.
During the nine months ending September 30, 2007, we incurred a loss from operations of $44,794 (2006 - loss of $54,675). The major components of expenses faced by the company during the nine months were consulting fees of $41,120 (2006 - $41,443), depreciation of $4,581 (2006 - $6,012), and audit fees of $2,378 (2006 - $ 2,572). The balance of our expenses during the nine months have been transfer agent fees of $2,043 (2006 - $1,963), legal fees of $642 (2006 - $1,598), bank and interest charges of $292 (2005 - $191), rent of $250 (2006 - $10,756),website fees of $130 (2006 - $nil), general office expenses of $47 (2006 - $5,122), and gain on foreign exchange of $4,284 (2006 - $ 1,594).
As of September 30, 2007 the Company had current assets of $59,570 compared to $67,198 balance December 31, 2006. Current assets consist of cash of $53,569 (2006 - $63,155), corporate taxes recoverable of $3,240 (2006 - $1,596), and sales tax recoverable of $2,761 (2006 - $2,447). As of September 30, 2007 the Company has current liabilities of $83,873 compared to $51,288 at December 31, 2006. The current liabilities consist of $1,000 in loan payable (December 31, 2006 - $1,000), $1,022 accounts payable (December 31, 2006 - $4,227), and $81,851 due to a related party (December 31, 2006 - $40,747). 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.
Our future growth and success will be dependent on our ability to develop new markets and to grow the customer base for our aerial cinematography services. If we cannot succeed in developing new markets and grow our customer base 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
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115". This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption of this statement is not expected to have a material effect o n the Company's financial statements.
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 2,000,000 shares for sale by the issuer for maximum proceeds of $100,000 of which 1,000,000 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 paid total expenses of $10,787 including legal, audit, and transfer agent fees related to the offering. 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 to the registration statement were $39,213. From the effective date to June 30, 2007 the issuer has used $33,252 for rent, general legal, and office expenses and $4,195 for production of DVDs for a total of $37,447 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.
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. | ||
Dated: November 13, 2007 | BY: | /s/ AJ VESAK |
