UNITED STATES
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, 2002
[ ] 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.)
1815 N. Placita Buendia, Tucson, Arizona, 85749
(Address of principal executive offices)
(520) 731-9890
Issuer's telephone number
11601 East Lusitano Place, Tucson, Arizona 85748
(Former name, former address and former fiscal year, if changed since
last report.)
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: February 13, 2003 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 June 30, 2002 and December 31, 2001, and
the related statements of operations for the three and six month periods ended
June 30, 2002 and 2001 and cash flows for the six months ended June 30, 2002 and
2001. 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 accounting principles generally accepted in the United States of
America.
Respectfully submitted
/S/ ROBISON, HILL & CO,
Certified Public Accountants
Salt Lake City, Utah
February 13, 2003
AMERICAN MACHINE, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
JUNE 30, DECEMBER 31,
2002 2001
------------------ ------------------
ASSETS $ - $ -
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
ACCOUNTS PAYABLE $ 1,876 $ 1,142
------------------ ------------------
TOTAL LIABILITIES 1,876 1,142
------------------ ------------------
STOCKHOLDERS' EQUITY
COMMON STOCK (PAR VALUE $.001), 100,000,000 SHARES
AUTHORIZED, ISSUED 1,000,000 SHARES AT JUNE 30,
2002 AND DECEMBER 31, 2001 1,000 1,000
PAID-IN CAPITAL 6,710 5,710
RETAINED DEFICIT (1,200) (1,200)
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE (8,386) (6,652)
------------------ ------------------
TOTAL STOCKHOLDERS' EQUITY (1,876) (1,142)
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
================== ==================
SEE ACCOMPANYING NOTES AND ACCOUNTANTS' REPORT
AMERICAN MACHINE, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
October 20,
For the three months For the six months 1999
Ended Ended Inception of
June 30, June 30, Development
---------------------------- -------------------------------
2002 2001 2002 2001 Stage
------------- ------------- --------------- --------------- -----------------
Revenues $ - $ - $ - $ - $ -
Expenses 640 - 1,734 1,672 8,386
------------- ------------- --------------- --------------- -----------------
Net Loss (640) $ - (1,734)$ (1,672) $ (8,386)
============= ============= =============== =============== =================
Basic & Diluted
loss per share $ - $ - $ - $ -
============= ============= =============== ===============
See accompanying notes and accountants' report
AMERICAN MACHINE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Cumulative
Since
October 20,
1999
For the six months ended Inception of
June 30, Development
-------------------------------------
2002 2001 Stage
----------------- ------------------ ------------------
Cash Flows from Operating Activities:
Net Loss $ (1,734) $ (1,672) $ (8,386)
Increase (Decrease) in Accounts Payable 734 - 1,676
----------------- ------------------ ------------------
Net cash used in operating activities (1,000) (1,672) (6,710)
Cash Flows from Investing Activities:
Net cash provided by investing activities - - -
----------------- ------------------ ------------------
Cash Flows from Financing Activities:
Capital contributed by shareholder 1,000 1,672 6,710
Issuance of Common Stock - - -
----------------- ------------------ ------------------
Net cash provided by
financing activities 1,000 1,672 6,710
----------------- ------------------ ------------------
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 $ - $ - $ 500
Supplemental Disclosure of Non-Cash Investing
and Financing Activities: None
See accompanying notes and accountants' report
AMERICAN MACHINE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
This summary of accounting policies for American Machine, Inc. (a
development stage company) is presented to assist in understanding the Company's
financial statements. The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.
Interim Reporting
The unaudited financial statements as of June 30, 2002 and for the six
month period then ended reflect, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the three and six months.
Operating results for interim periods are not necessarily indicative of the
results which can be expected for full years.
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 June 30, 2002. 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.
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.
AMERICAN MACHINE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (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 six months ended June 30, 2002
BASIC LOSS PER SHARE
Loss to common shareholders $ (1,734) 1,000,000 $ -
================== =================== ==================
For the six months ended June 30, 2001
BASIC LOSS PER SHARE
Loss to common shareholders $ (1,672) 1,000,000 $ -
================== =================== ==================
For the three months ended June 30, 2002
BASIC LOSS PER SHARE
Loss to common shareholders $ (640) 1,000,000 $ -
================== =================== ==================
For the three months ended June 30, 2001
BASIC LOSS PER SHARE
Loss to common shareholders $ - 1,000,000 $ -
================== =================== ==================
The effect of outstanding common stock equivalents are anti-dilutive
for June 30, 2002 and 2001 and are thus not considered.
Reclassification
Certain reclassifications have been made in the 2001 financial
statements to conform with the June 30, 2002 presentation.
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.
AMERICAN MACHINE, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (continued)
(Unaudited)
NOTE 2 - INCOME TAXES
As of June 30, 2002, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $9,000 that may be offset
against future taxable income through 2022. 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
carry-forwards will expire unused. Accordingly, the potential tax benefits of
the loss carry-forwards 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. The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a going
concern. In the interim, shareholders of the Company have committed to meeting
its minimal operating expenses.
NOTE 4 - COMMITMENTS
As of June 30, 2002 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.
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
Nevada 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 and six months
ended June 30, 2002 or 2001 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 and six months
ended June 30, 2002 or 2001 because it is a shell company that has not had any
business operations for the past three years. The Company had $640 in general
and administrative expenses for the three month period ended June 30, 2002 and
$-0- for the same period in 2001. The Company had $1,734 in general and
administrative expenses for the six month period ended June 30, 2002 and $1,672
for the same period in 2001.
The Company recorded net loss of $640 for the three months ended June
30, 2002 compared to $-0- loss for the same periods in 2001. The Company
recorded net loss of $1,734 for the six months ended June 30, 2002 compared to
$1,672 loss for the same periods in 2001.
CAPITAL RESOURCES AND LIQUIDITY
At June 30, 2002, the Company had total current assets of $0 and total
assets of $0 as
compared to $0 current assets and $0 total assets at December 31, 2001. The
Company had a net working capital deficit of $1,876 and $1,142 at June 30, 2002
and December 31, 2001.
Net stockholders' deficit in the Company was $1,876 and $1,142 as of
June 30, 2002 and December 31, 2001.
Item 3. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on an evaluation conducted within 90 days prior to the filing
date of this Quarterly Report on Form 10-Q, that the Company's disclosure
controls and procedures have functioned effectively so as to provide those
officers the information necessary whether:
(i) this Quarterly Report on Form 10-Q contains any untrue
statement of a material fact or omits to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this
Quarterly Report on Form 10-Q, and
(ii) the financial statements, and other financial information
included in this Quarterly Report on Form 10-Q, fairly present
in all material respects the financial condition, results of
operations and cash flows of the Company as of, and for, the
periods presented in this Quarterly Report on Form 10-Q.
There have been no significant changes in the Company's internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief Financial Officer's evaluation that could significantly affect these
internal controls, including any corrective actions with regards to significant
deficiencies and material weaknesses.
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
*3.1 Amended Articles of Incorporation
99.1 CEO Certification
99.2 CFO Certification
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10-QSB.
o 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 13, 2003 By: /s/
Daniel L. Hodges
President / CFO and Director
I, Daniel L. Hodges, certify that:
1. I have reviewed this quarterly report on form 10-qsb of
American Machine, Inc.
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report.
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in exchange act rules
13a-14 and 15d-14) for the registrant and have:
A) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
B) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "evaluation
date"); and
C) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the evaluation date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
A) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
B) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls.
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and
material weaknesses.
Date: February 13, 2003
/S/
Daniel L. Hodges
President, CEO
(Principal Executive Officer)
I, Daniel L. Hodges, certify that:
1. I have reviewed this quarterly report on form 10-qsb of
American Machine, Inc..
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report.
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
quarterly report.
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in exchange act rules
13a-14 and 15d-14) for the registrant and have:
A) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
B) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "evaluation
date"); and
C) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the evaluation date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
A) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
B) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls.
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 13, 2003
/S/
Daniel L. Hodges
Treasurer and Director
(Principal Financial and Accounting Officer)