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: September 30, 2000
-----------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
------------------ ------------
Commission file number 000-29465
---------------------------------
AMERICAN MACHINE, INC.
------------------------------------------------
(Exact name of small business issuer as
specified in its charter)
Nevada 86-0972777
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
5505 N Indian Trail, Tucson, Arizona 85750
--------------------------------------------------------
(Address of principal executive offices)
(520) 577-1516
Issuer's telephone number
(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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING 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 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 practical date: September 30, 2000 1,000,000
----------------------------
Transitional Small Business Disclosure Format (check one). Yes ; No X ----
PART I
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
American Machine, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheet of American Machine, Inc.(a
development stage company) as of September 30, 2000 and December 31, 1999, and
the related statements of operations for the three and nine months, and cash
flows for the nine month periods ended September 30, 2000 and 1999. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
Respectfully submitted
/s/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
November 3, 2000
3
AMERICAN MACHINE, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
September 30, December 31,
2000 1999
------- -------
ASSETS ................................................... $ -- $ --
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable ....................................... $ 519 $ --
Accrued expenses ....................................... -- --
------- -------
Total Liabilities .............................. 519 --
------- -------
Stockholders' Equity
Common stock (par value $.001), 100,000,000 shares
authorized, issued 1,000,000 shares at September 30,
2000 and December 31, 1999 ............................. 1,000 1,000
Paid-In Capital .......................................... 2,625 350
Retained deficit ......................................... (1,200) (1,200)
Deficit accumulated during development stage ............. (2,944) (150)
------- -------
Total Stockholders' Equity ..................... (519) --
------- -------
Total Liabilities and Stockholders' Equity ..... $ -- $ --
======= =======
See accompanying notes and accountants' report
4
AMERICAN MACHINE, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
October 20,
For the Three Months For the Nine Months 1999
Ended Ended Inception of
September 30, September 30, Development
---------------- ----------------
2000 1999 2000 1999 Stage
-------- ------ -------- ------ -------
Revenues .................. $ -- $ -- $ -- $ -- $ --
-------- ------ -------- ------ -------
Expenses
Selling, general and
administrative expenses 364 -- 2,794 -- 2,944
-------- ------ -------- ------ -------
Net Loss ........... $ (364) $ -- (2,794) $ -- $(2,944)
======== ====== ======== ====== =======
Basic & Diluted loss per
share ..................... $ -- $ -- $ -- $ -- $ --
======== ====== ======== ====== =======
See accompanying notes and accountants' report
5
AMERICAN MACHINE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Cumulative
Since
October 20,
1999
For the nine months ended Inception of
September 30, Development
-------------------
2000 1999 Stage
---------- ------- -------
Cash Flows from Operating Activities:
Net Loss .................................... $ (2,794) $ -- $(2,944)
Increase (Decrease) in Accounts Payable ..... 519 -- 319
---------- ------- -------
Net cash used in operating activities ... (2,275) -- (2,625)
Cash Flows from Investing Activities:
Net cash provided by investing activities -- -- --
---------- ------- -------
Cash Flows from Financing Activities:
Capital contributed by shareholder .......... 2,275 -- 2,625
Issuance of Common Stock .................... -- -- --
---------- ------- -------
Net cash provided by
financing activities ................... 2,275 -- 2,625
---------- ------- -------
Net change in cash and cash equivalents ......... -- -- --
Cash and cash equivalents at beginning of year .. -- -- --
---------- ------- -------
Cash and cash equivalents at end of year ........ $ -- $ -- $ --
========== ======= =======
Supplemental Disclosure of Cash Flow
Information:
Cash paid during the year for:
Interest $ -- $ -- $ --
Franchise and income taxes $ -- $ -- $ 75
Supplemental Disclosure of Non-Cash Investing
and Financing Activities: None
See accompanying notes and accountants' report
6
AMERICAN MACHINE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
nine month period ended September 30, 2000, are not necessarily indicative of
the results that may be expected for the year ended December 31, 2000.
Organization and Basis of Presentation
The Company was incorporated under the laws of the state of Nevada on July
29, 1997. The Company ceased all operating activities during the period from
July 29, 1997 to October 20, 1999 and was considered dormant. Since October 20,
1999, the Company is in the development stage, and has not commenced planned
principal operations.
Nature of Business
The Company has no products or services as of September 30, 2000. The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For the purpose of reporting cash flows, the Company considers all highly
liquid debt instruments purchased with maturity of three months or less to be
cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
7
AMERICAN MACHINE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (continued)
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)
For the three months ended September 30, 2000
Basic Loss per Share
Loss to common shareholders $ (364) 1,000,000 $ -
============== ============== ===========
For the nine months ended September 30, 2000
Basic Loss per Share
Loss to common shareholders $ (2,794) 1,000,000 $ -
============== ============== ===========
For the three months ended September 30, 1999
Basic Loss per Share
Loss to common shareholders $ - 1,000,000 $ -
============== ============= ============
For the nine months ended September 30, 1999
Basic Loss per Share
Loss to common shareholders $ - 1,000,000 $ -
============= ============== ============
The effect of outstanding common stock equivalents are anti-dilutive for
September 30, 2000 and 1999 and are thus not considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit
risk such as foreign exchange contracts, options contracts or other foreign
hedging arrangements.
Reclassification
Certain reclassifications have been made in the 1999 financial statements
to conform with the September 30, 2000 presentation.
8
AMERICAN MACHINE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (continued)
(Unaudited)
NOTE 2 - INCOME TAXES
As of September 30, 2000, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $3,000 that may be offset
against future taxable income through 2011. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 4 - COMMITMENTS
As of September 30, 2000 all activities of the Company have been conducted
by corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the company for the use of these
facilities and there are no commitments for future use of the facilities.
NOTE 5 - STOCK SPLIT
On October 20,1999 the Board of Directors authorized 1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying financial statements to
the number of common shares and per-share amounts for 1999 have been restated to
reflect the stock split.
9
Item 2. Management's Discussion and Analysis or Plan of Operation
This Quarterly Report contains certain 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, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of raw materials, labor, and employee
benefits, as well as general market conditions, competition and pricing.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Quarterly Report will prove to
be accurate. In light of the significant uncertainties inherent in the forward-
looking statements included herein, the inclusion of such information should not
be regarded as a presentation by the Company or any other person that the
objectives and plans of the Company will be achieved.
As used herein the term "Company" refers to American Machine, Inc., a
Wyoming corporation and its predecessors, unless the context indicates
otherwise. The Company is currently a shell company whose purpose is to acquire
operations through an acquisition or merger or to begin its own start-up
business.
The Company is in the process of attempting to identify and acquire a
favorable business opportunity. The Company has reviewed and evaluated a number
of business ventures for possible acquisition or participation by the Company.
The Company has not entered into any agreement, nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing. The Company continues to investigate, review, and evaluate
business opportunities as they become available and will seek to acquire or
become engaged in business opportunities at such time as specific opportunities
warrant.
Results of Operations
The Company had no sales or sales revenues for the three months ended
September 30, 2000 or 1999 because it is a shell company that has not had any
business operations for the past three years.
The Company had no costs of sales revenues for the three months ended
September 30, 2000 or 1999 because it is a shell company that has not had any
business operations for the past three years. The Company had $364 and $2,430 in
general and administrative expenses for the three and nine month period ended
September 30, 2000 and $0 for the same periods in 1999.
The Company recorded net loss of $364 and $2,794 for the three and nine
months ended September 30, 2000 compared to $0 loss for the same periods in
1999.
10
Capital Resources and Liquidity
At September 30, 2000, the Company had total current assets of $0 and total
assets of $0 as compared to $0 current assets and $0 total assets at September
30, 2000. The Company had a net working capital deficit of $519 and $0 at
September 30, 2000 and December 31, 1999.
Net stockholders' deficit in the Company was $519 and $0 as of September
30, 2000 and December 31, 1999.
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
The following documents are filed herewith or have been included as exhibits to
previous filings with the Commission and are incorporated herein by this
reference:
Exhibit No. Exhibit
*3 Articles of Incorporation
*3.2 Bylaws
11
*3.1 Amended Articles of Incorporation
27 Financial Data Schedule
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10-KSB.
* Incorporated herein by reference from Registrant's Form 10SB12G,
Registration Statement, dated February 11, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
AMERICAN MACHINE, INC.
-----------------------
(Registrant)
DATE: February 12, 2001 By: /s/
------------------------ ----
Daniel L. Hodges
President / CFO and Director
12