U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ FORM 10-QSB (Mark One) _X_ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended: June 30, 1999 ___ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT For the transition period from _______ to _______. Commission file number: 0-19154. AMERICAN ASSET MANAGEMENT CORPORATION (Exact name of small business issuer as specified in its charter) NEW JERSEY 22-2902677 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 150 Morristown Road, Suite 108, Bernardsville, New Jersey 07924 (Address of principal executive offices) Issuer's telephone number, including area code: (908) 766-1701 (Former name, former address and former fiscal year, if changed since last report) 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___. 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 August 6, 1999 there were 1,315,293 shares outstanding of the issuer's no par value common stock. Transitional Small Business Disclosure Format (check one): YES___ NO_X_ PART I - FINANCIAL INFORMATION Item 1. Financial Statements AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) _________________________________________________________________ June 30, December 31, ___1999___ ____1998____ _____________ASSETS________________ Cash & cash equivalents $ 506,672 $ 608,085 Mortgage loans receivable 796,735 1,755,009 Notes receivable 18,823 62,822 Prepaid expenses and other current assets 151,155 86,948 Total current assets 1,473,385 2,512,864 Land development costs 708,887 573,515 Property & equipment, net of accumulated depreciation and amortization 24,589 8,251 Total assets 2,206,861 3,094,630 __LIABILITIES AND STOCKHOLDERS' EQUITY__ Current liabilities: Warehouse finance facility $ 560,279 $1,363,236 Deferred income 9,432 55,860 Loans payable 12,045 31,364 Accounts payable, accrued expenses and other current liabilities 180,546 142,539 Total current liabilities 762,302 1,592,999 Stockholders' equity: Common stock, no par value; 10,000,000 shares authorized; 1,315,293 shares issued and outstanding 3,852,825 3,845,825 Additional paid-in capital 231,207 231,207 Accumulated deficit (2,639,473) (2,575,401) Total stockholders' equity 1,444,559 1,501,631 Total liabilities and stockholders' equity $2,206,861 $3,094,630 See accompanying Notes to Consolidated Financial Statements. -2- AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) _________________________________________________________________ For the Three Months|For the Six Months __Ended June 30,___|__Ended June 30,___ __1999__ __1998___|__1999__ __1998__ Revenues: Mtg. origination fees $190,222 $531,321 $ 490,555 $ 838,283 Application and commitment fees 14,153 32,195 32,953 81,700 Mortgage interest income 64,119 52,155 94,960 85,306 Total revenues 268,494 615,671 618,468 1,005,289 Expenses: Employee compensation and benefits 107,841 131,562 232,245 246,419 Commissions 62,868 215,701 168,674 359,689 Other expenses 162,218 231,492 296,753 357,311 Total expenses 332,927 578,755 697,672 963,428 Income/(loss) from operations (64,433) 36,916 (79,204) 41,861 Other income 6,360 1,623 15,132 1,623 Income/(loss) before provisions for income taxes (58,073) 38,539 (64,072) 43,484 Provision for income taxes -0- -0- -0- -0- Net Income/(loss) (58,073) 38,539 (64,072) 43,484 Dividends on Preferred Stock -0- 8,938 -0- 17,875 INCOME/(LOSS) AVAILABLE FOR COMMON SHAREHOLDERS $ (58,073) $ 29,601 $(64,072) $ 25,609 INCOME/(LOSS) PER COMMON SHARE, Basic $ (0.044) $ 0.025 $ (0.049) $ 0.022 WEIGHTED AVG. NO. OF SHARES OF COMMON STOCK OUTSTANDING, Basic 1,315,293 1,169,040 1,315,293 1,169,040 *The diluted earnings per share are not presented and exclude the exercise of 331,756 warrants and 60,000 employee stock options because the effect would be antidilutive. See accompanying Notes to Consolidated Financial Statements. -3- AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) _________________________________________________________________ For the Three Months|For the Six Months __Ended June 30,___|__Ended June 30,___ __1999__ __1998___|__1999__ __1998__ CASH FLOWS FROM OPERATING ACTIVITIES Net income/(loss) $ (58,073)$ 38,539 $ (64,072)$ 43,484 Adjustments to reconcile net income/(loss) to net cash used in operating activities: Depreciation & amortization 1,834 1,466 3,616 1,465 CHANGES IN ASSETS & LIABILITIES: (Increase)decrease in: Notes receivable 44,000 1,499 43,999 46,999 Mortgage loans held for sale 1,643,350 2,844,825 958,274 1,634,375 Prepaid expenses & other assets (100,514) (7,655) (64,207) (53,946) Land and development costs (46,141) (13,289) (135,372) (60,793) Increase(Decrease) in: Accounts payable and accrued expenses 54,140 (10,378) 45,007 99,711 Deferred income 22 (1,764) (46,428) 7,919 Warehouse finance facility (1,620,185)(2,831,561)(802,957)(1,642,200) Incr.(Decr.) in Lot Deposits -0- 70,000 -0- 81,000 NET CASH (USED IN)/PROVIDED BY OPERATING ACTIVITIES (81,567) 91,682 (62,140) 158,014 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of Fixed Assets (19,954) -0- (19,954) (2,439) Net Cash (Used In)/Provided By Investing Activities (19,954) -0- (19,954) (2,439) CASH FLOWS FROM FINANCING ACTIVITIES Incr./(Decr.)Loans Payable (20,240) 11,022 (19,319) (28,178) Payments of Mtg. Payable -0- 4,327 -0- (11,545) Dividends Paid -0- (17,000) -0- (17,000) Proceeds from issuance of Common Stock -0- 690,000 -0- 690,000 NET CASH (USED IN)/PROVIDED BY FINANCING ACTIVITIES (20,240) 688,349 (19,319) 633,277 NET INCR/(DECR) IN CASH AND CASH EQUIVALENT (121,761) 780,031 (101,413) 788,852 CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD 628,433 244,924 608,085 236,103 CASH & CASH EQUIVALENTS AT END OF PERIOD $ 506,672 $1,024,955 $ 506,672 $1,024,955 Supplemental noncash investing and financing activities: Issuance of common stock in lieu of cash for directors' fees: $ 7,000 See accompanying Notes to Consolidated Financial Statements. -4- AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) ________________________________________________________________ 1. BACKGROUND AND BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying consolidated financial statements of American Asset Management Corporation and subsidiaries (the "Company") are unaudited. In the opinion of management, all adjustments and intercompany eliminations necessary for a fair presentation of the results of operations have been made and were of a normal recurring nature. The consolidated financial statements of the Company include the operations of both wholly-owned subsidiaries, Capital Financial Corp. and American Asset Development Corporation. The Company's operations consist of specialized and mortgage banking services and real estate development. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto contained in the Company's 1998 Annual Report on Form 10-KSB. The results of the three months ended June 30, 1999 are not necessarily indicative of the results of the full year. 2. SEGMENT REPORTING The Company has two primary operating segments including originating and selling loans secured primarily by first mortgages on one-to-four family residential properties (CFC) and real estate development (AADC). Segment selection was based upon the nature of operations as determined by management and all of the operations of these segments are conducted in New Jersey. Certain selected financial information of these segments is described below: June 30, 1999 CFC AADC Parent Total Revenues 618,468 618,468 Segment Profit(Loss) 48,225 (1,057) (111,040) (63,872) Net identifiable assets 1,376,978 781,411 48,472 2,206,861 June 30, 1998 CFC AADC Parent Total Revenues 1,005,289 1,005,289 Segment Profit(Loss) 137,839 (116) (99,798) 37,925 Net identifiable assets 1,323,708 1,172,199 76,642 2,575,549 -5- Item 2. AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION _________________________________________________________________ RESULTS OF OPERATIONS Three Months Ended June 30, 1999 Compared to the Three Months Ended June 30, 1998. Total revenues for the three months ended June 30, 1999 were $268,494 compared to $615,671 for the three months ended June 30, 1998, a decrease of $347,177 or approximately 56.5%. The decrease was primarily attributable to a reduction of $18,042, or 56.1% in application and commitment fees to $14,153 from $32,195 in the comparable 1998 period and a decrease in origination fees of $341,099, or approximately 64.1%, from $531,321 in the comparable 1998 period to $190,222 for the three months ended June 30, 1999, which was partially offset by an increase of $11,964 in mortgage interest income of Capital Financial Corp. ("Capital"), the Company's mortgage banking subsidiary. The reduction in applications was a result of increased mortgage interest rates during the period which continued to sharply reduce the number of refinance applications the Company received, as well as a reduction in real estate sales in the Company's service area primarily due to a reduction in the available supply of homes for sale. During the three months ended June 30, 1999 Capital closed 56 residential mortgage loans in the principal amount of $11,298,979 compared to 135 loans closed in the principal amount of $29,797,745 in the three months ended June 30, 1998. At June 30, 1999, the Company had approximately 65 residential mortgage applications in process in the principal amount of $13,947,472 compared to 133 residential mortgage applications in process in the principal amount of $30,801,680, at June 30, 1998. Total expenses for the three months ended June 30, 1999 were $332,927, a decrease of $245,828 or approximately 42.5% from $578,755 in the comparable 1998 period due to a decrease of $152,833 in the Company's sales compensation and a decrease in employee compensation of $23,721 and a decrease in other expenses of $69,274 as a result of Capital's modification in the compensation structure for loan originators and certain other employees. As a percentage of revenues, expenses were approximately 123.9% in the current period compared to 93.9% before payment of dividends on Preferred Stock and other income in the comparable 1998 period. As a result of the foregoing, the Company's net loss for the three months ended June 30, 1999 was $58,073 or $0.044 per common share, compared to net income of $38,539 before preferred stock dividends and a net gain of $29,601 after preferred stock dividends of $8,938 or $0.025 per common share for the comparable 1998 period. The Company did not have any preferred stock outstanding during the period ended June 30, 1999 compared to the same period in 1998, as all outstanding preferred shares were converted to common stock on July 1, 1998. Six Months Ended June 30, 1999 Compared to the Six Months Ended June 30, 1998 Total revenues for the six months ended June 30, 1999 were $618,468 compared to $1,005,289 for the six months ended June 30, 1998, a decrease of $386,821 or approximately 38.5%. The decrease was primarily attributable to a reduction of $48,747 in application and commitment fees to $32,953 from $81,700 in the comparable 1998 period, and a decrease in origination fees of $347,728 or 41.5% which was partially offset by an increase of $9,654 in mortgage interest income. The reduction in applications was a result of increased mortgage interest rates during the period which sharply reduced the number of refinance applications the Company received, as well as a reduction in real estate sales in the Company's service area primarily due to a reduction in the available supply of homes for sale. Continuation of interest rates at the current or higher levels will most likely have an adverse effect on the Company's business. During the six months ended June 30, 1999 Capital closed 128 residential mortgage loans in the principal amount of $28,360,607 compared to 236 loans closed in the principal amount of $49,778,391 in the six months ended June 30, 1998. At June 30, 1999, the Company had approximately 65 residential mortgage applications in process in the principal amount of $13,947,442 compared to 85 residential mortgage applications in process in the principal amount of $20,319,052, at June 30, 1998. Total expenses for the six months ended June 30, 1999 were $697,672, a decrease of $265,756 or approximately 27.6% from $963,428 in the comparable 1998 period due to a decrease of $191,015 in the Company's sales compensation and a decrease in employee compensation and benefits of $14,174 and a decrease in other expenses of $60,558 as a result of Capital's modification in the compensation structure for loan originators and certain other employees. Other expenses include costs related to ongoing litigation which are expected to continue for the foreseeable future. As a percentage of revenues, expenses were approximately 112.7% in the current period compared to 95.8% before payment of dividends on Preferred Stock in the comparable 1998 period. As a result of the foregoing, the Company's net loss for the six months ended June 30, 1999 was $64,072 or $0.049 per common share, compared to net income of $43,484 before preferred stock dividends and net income after preferred stock dividends of $25,609 or $0.022 per common share for the comparable 1998 period. The Company did not have any preferred stock outstanding during the period ended June 30, 1999 compared to the same period in 1998, as all outstanding preferred shares were converted to common stock on July 1, 1998. During the period ending June 30, 1999, the Company continued marketing its services to the public through its Internet presence using its website home page on a major website belonging to a national provider of mortgage loans and other financial statistics. The Company's website provides the public with its lending programs and interest rates on a daily basis, in addition to the rates of other lenders that the Company competes with. During the 3 month period ending June 30, 1999 the Company has received numerous inquiries which has resulted in mortgage loan applications from persons seeking mortgage financing. The Company continues to be encouraged with the results the Internet has provided as an additional source of mortgage applications and is currently in the process of updating its own website. Once the changes have been made the Company's website will be linked to its homepage on the national provider's website utilizing an on line mortgage application and streamlined internet mortgage approval process. The Company expects to complete these website changes during the third quarter of 1999. In addition, the Company has identified and intends to link its website with other national and regional websites that provide mortgage rate listings and information to the public as additional potential sources of mortgage applications. To date, the number of domestic mortgages originated over the Internet, relative to the total mortgage origination market is very small. In 1998, industry wide only 0.7% of total mortgage originations were generated via the Internet. However, according to certain mortgage banking industry sources, by the year 2005 the Internet could comprise 25% to 30% of total mortgage originations. The Company's marketing strategy is to supplement its current personal relationship based origination business with the Internet. Through its Internet presence, the Company has experienced that e-commerce allows the Company to compete with entities much larger and with greater resources than itself. Further, the Company believes that this technology is becoming increasingly important as an acceptable form of commerce, while providing the Company with a cost effective method to potentially increase its business. During the first quarter of 1999, the Company has made application to license itself as a mortgage banker in the State of Connecticut and has identified and is considering applying for licensing in other states. The Company's license was approved by the State of Connecticut in June of 1999. During June of 1999, the Company made an application to license itself as a mortgage banker of second mortgages in the State of New Jersey. In July 1999, the license was approved. Accordingly the Company plans on using the Internet to offer its mortgage products and services within those states as the Company becomes licensed to do so. There can be no assurance the Company will be successful in using the Internet as a source of mortgage loan applications or that the Company will apply for or be granted licenses in additional states that it may make applications for licensing in. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 1999, the Company had cash and cash equivalents of $506,672 compared to $608,085 at December 31, 1998, a decrease of $101,413. The decrease is primarily attributable to the loss from operations and cash used in investing activities which primarily is the construction of a single family home on one of the Hunterdon County building lots owned by the Company. The Company anticipates completion of all construction and offering the home for sale during the fourth quarter of 1999. The Company utilizes a $5,000,000 warehouse line of credit for its daily mortgage loan funding operations and whenever possible the Company employs its available cash to fund mortgage loans which generates mortgage interest income, as well as save interest costs and other fees associated with utilizing its warehouse credit line. This warehouse line is maintained with a mortgage warehouse lender which enables the Company to borrow funds secured by residential mortgage loans which will be temporarily accumulated or warehoused and then sold. At June 30, 1999 the Company had borrowed $560,279 from its warehouse line of credit which represented approximately 3 closed loans ready for sale. Of the total loans in the warehouse at June 30, two loans were new construction loans aggregating approximately $320,000. These loans will remain in the warehouse until such time that all construction work is completed, the balance of approximately $100,000 in disbursements are made and the loans are sold to an institutional investor. In July 1999, the Company made an application with a national provider of mortgage warehouse credit lines which the Company believes, if granted, will be beneficial to the Company. As of August 4, 1999 the Company application is pending approval. In December 1996, the Company accepted a commitment issued by a commercial bank for a construction mortgage financing line of credit in the amount of $550,000 for use in the Company's real estate development located in Hunterdon County, New Jersey, known as Murray Hill Estates. The loan provided a letter of credit in the amount of $111,583 which the Company assigned and deposited in escrow with certain municipal authorities during January 1997 to guarantee the township adequate funds to complete the balance of required site improvements on the property if the Company fails to complete the required improvements. During March 1999, the Company received a resolution executed by municipal authorities granting the Company's request to reduce the letter of credit to $39,000 since 90% of all improvements to the property have been completed. The Company anticipates completing the balance of the required improvements, which total approximately $35,000, during the first quarter of 2000, when the balance of all residential construction should also be completed. The loan matured on December 31, 1997, and was extended by the bank until July 31, 1998, except for the letter of credit which was extended for an additional one year term through December 31, 1998 and again extended until December 31, 1999. As of October 1998, the Company has fully repaid the mortgage loan on its subdivision. In May 1995, the Company contracted to sell a lot for the sum of $125,000. The Company received nonrefundable deposits of $75,000 with a balance due the Company of $50,000 at closing of title. Title was transferred to the buyer during August 1998. At this time the Company also provided the buyer with a $330,000 credit line secured by a five month first mortgage on the property and its improvements and the personal guarantee of the buyer. The first $50,000 of the total credit line provided was a purchase money mortgage taken back by the Company on the land. The remaining $280,000 is for the construction costs of a new single family home which is expected to be completed during the second quarter of 1999. As of June 30, 1999 the buyer is indebted to the Company in the approximate amount of $224,000. The terms of the mortgage require monthly interest only payments to the Company at an interest rate of 3% over the Wall Street Journal prime rate. The mortgage matured in January 1999 and was extended by the Company until April 1999 and extended again until July 4, 1999. Although the Company is not required to grant any further extensions it estimates that an additional extension of three months will be necessary for the buyer to complete all construction. The Company is presently negotiating an extension agreement with the borrower and anticipates it will receive full repayment of its mortgage during the fourth quarter of 1999. As of August 1, 1999, the Company owns 4 unimproved building lots in its Hunterdon County, New Jersey real estate development and does not have any contracts of sale pending. However, in September 1998, the Board of Directors authorized the Company to build up to two, at any one time, single family, colonial style homes, on speculation and offer them for sale to prospective buyers. The Company believes that construction costs for each home to be built will be approximately $225,000 and it will afford it a better opportunity to obtain a profit from the transaction then if it sold an undeveloped lot. Although there can be no assurance that the Company will be successful in this undertaking, the Company commenced construction during December of 1998 of one such home. As of June 30, 1999 the Company has invested approximately $124,500 in the residence. The Company has retained an on-site construction manager who is a non- affiliate of the Company, to assist the Company in this construction project. During April 1999, the Company concluded the major part of its study concerning its internal operating systems becoming Y2K compliant. As a result of its internal review, in April 1999, the Company ordered new computer software and hardware from suppliers that will make the Company Y2K compliant in addition to upgrading its systems to be state of the art in the area of mortgage processing, closing, and portfolio management of its mortgage banking businesses. The costs associated with the upgrading of the Company's hardware and software has not exceeded the budgeted $25,000. The Company has made all of its Y2K upgrades, installations and testing for its mortgage banking business and overall corporate accounting during the second quarter of 1999. The balance of its Y2K changes are software related to its internet marketing efforts. These changes are expected to be completed during the third quarter of 1999 and the associated cost is expected to be non-material to the Company. The major processing software systems utilized by the Company are run internally and independently of outside vendors. In addition, the Company has manual systems and equipment in place as a back up to manage the flow of business until such time as a system failure could be corrected, should one occur. The Company continues to monitor the progress of its vendors Y2K compliance in an effort to avoid a potential system failure. Although the Company believes the costs associated with its internal operating systems becoming Y2K compliant is known at this time, the financial impact to the Company of the potential failure by outside vendors and institutions, which are beyond the control of the Company, to become Y2K compliant could result in an interruption in, or a failure of, certain normal business operations or activities. Such failures could materially and adversely affect the Company's results of operations, liquidity and financial condition. The Company estimates that it will require additional capital in order to successfully implement its future operational plans. As a result, the Company is seeking additional capital through, among other means, an infusion of noncollateralized loans and the sale of additional equity in the Company. However, there can be no assurance that the Company will be able to obtain additional capital on terms acceptable to the Company. PART II OTHER INFORMATION Item 1. Legal Proceedings On March 25, 1999, a derivative action on behalf of two New Jersey limited liability companies (the "LLC's") was commenced against certain defendants, including the Company, its President, the Company's wholly-owned subsidiaries (collectively, the "Company Defendants"); and one of the Company's directors, Theodore P. Rica, Jr. ("Rica") in the chancery Division of the Superior Court of New Jersey, Union County. The plaintiffs allege that Rica and certain defendants other than the Company Defendants ("non-Company defendants"), misappropriated assets and opportunities of the LLC's for their own use, engaged in self-dealing with respect to the LLC's, breached the operating agreements of the LLC's, and converted and embezzled assets and funds of the LLC's. The Company Defendants are alleged to have aided and abetted Rica in converting the assets of the LLC's by accepting loans and payments from the LLC's and Rica and repaying the loans to Rica in the form of cash and Company stock. The plaintiffs seek declaratory and injunctive relief against the Company Defendants; an accounting of (i) all shares of Company stock purchased by Rica and certain non-Company defendants and (ii) all payments to or from the Company and Rica and certain non-Company defendants; imposition of a lien or equitable trust in favor of the LLC's on shares of Company stock issued in the names of Rica and certain non-Company defendants; and certain unspecified compensatory and punitive damages, attorneys' fees and costs. In April 1999, the Court granted a preliminary injunction, which, among other things, enjoins the Company Defendants from allowing the transfer of any Company stock held in the name of Rica and certain other non-Company defendants and directs the Company Defendants to provide an accounting of all such stock. The Company, while adamantly denying any wrongdoing, did not oppose plaintiffs' application, as it did not adversely impact the Company. In April 1999, the plaintiffs filed lis pendens with respect to four parcels of real property owned by the Company. The Company believed that the lis pendens were unlawful and took steps in an effort to have them voluntarily withdrawn or vacated by court order. Accordingly, during July 1999, the Company's motion to vacate the lis pendens was heard by the court and the decision was decided in favor of the Company and an order was granted by the court to remove the lis pendens. Counter defendants, including the AAMC defendants, have filed cross claims against other defendants and each other for contribution and indemnification. The Company denies any wrongdoing and believes that the claims against the Company Defendants are without merit, and intends to defend the action vigorously. On May 18, 1999, Rica submitted to the Company his resignation from the Company's Board of Directors. Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 27 Financial Data Schedule (For SEC use only) SIGNATURES 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 ASSET MANAGEMENT CORPORATION (Registrant) Date: August 13, 1999 By:_s/Richard G. Gagliardi____________ Richard G. Gagliardi Chairman, President and Chief Executive Officer (Principal Executive and Financial Officer)