SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Or
[ ] 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 0-25413
A.M.S. MARKETING, INC.
(Exact name of Small Business Issuer as Specified in its Charter)
DELAWARE 65-0854589
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
7040 W. PALMETTO PARK ROAD, BUILDING 4, SUITE 572, BOCA RATON, FL 33433
(Address of Principal Executive Offices)
(561) 488-9938
Issuer's Telephone Number, Including Area Code
Check whether the issuer (1), has filed all reports required to be
filed by Section 13 or 15(d) of The Securities Exchange Act of 1934 during the
preceding 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 April 14, 2000 the registrant
had 4,588,900 shares of Common Stock outstanding.
Transmittal Small Business Disclosure Format (check one)
Yes ______ No ___x___
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
A.M.S. MARKETING, INC.
FORM 10-QSB
For the Quarter Ended March 31, 2000
Index Page
Number
PART I FINANCIAL INFORMATION
Item 1 Balance Sheets at March 31, 2000 and December 31, 1999 3
Statement of Operations for the three month periods
ended March 31, 2000 and March 31, 1999 4
Statement of Shareholders' Equity from December 31, 1996
through March 31, 2000 5
Statement of Cash Flows for the three month periods
ended March 31, 2000 and March 31, 1999 6
Notes to Financial Statements 7
Item 2 Management's Discussion and Analysis or Plan of Operation 9
PART II
Item 1 Legal Proceedings 11
Item 2 Changes in Securities 11
Item 3 Defaults Upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8 - K 11
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, 2000 DECEMBER 31, 1999
--------------- -----------------
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 814 $ 2,519
Accounts Receivable - Trade 1,250 1,500
----- -----
Total Current Assets $ 2,064 $ 4,019
------- -------
Total Assets $ 2,064 $ 4,019
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable - Trade - $ 1,256
Total Current Liabilities $ 0 $ 1,256
-------- -------
SHAREHOLDERS' EQUITY
Common Stock, $ .001 par value
20,000,000 shares authorized;
4,588,900 shares issued and outstanding 4,588 4,588
Additional paid-in capital 45,812 45,812
Deficit accumulated during developmental stage (44,536) (43,837)
Deficit accumulated prior to developmental stage ( 3,800) (3,800)
-------- -------
Total Shareholders' Equity 2,064 2,763
----- -----
Total Liabilities and Shareholders' Equity $ 2,064 $ 4,019
======= =======
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Three Months Ended
March 31 Cumulative
2000 1999 Stage Amounts
---- ---- -------------
(UNAUDITED) (UNAUDITED)
REVENUES $ 1,255 $ 6,033 $ 23,700
GENERAL AND ADMINISTRATIVE EXPENSES 1,954 18,990 67,336
----- ------ ------
NET GAIN (LOSS) $( 699) $ (12,957) $ (43,636)
======= ========== ==========
PER SHARE INFORMATION:
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING DURING THE PERIOD 4,489,500 4,469,620 4,489,500
========= ========= =========
BASIC (LOSS) PER SHARE $ - $ (.003) $ (.009)
========= ========= ===========
STATEMENT OF SHAREHOLDERS' EQUITY
FROM DECEMBER 31, 1996 THOUGH MARCH 31, 2000
Common Stock Additional
$.001 Par Value Paid-In Accumulated
Shares Amount Capital (Deficit) Total
------ ------ ------- -------- -----
Balance - December 31, 1996 (as previously reported) 1,000 $ 1,000 $ 3,476 $ (4,476) $ -
1000 for 1 Stock Exchange, Effective July 31, 1998 999,000 - - - -
2 for 1 Stock Split, Effective January 25, 1999 1,000,000 1,000 (1,000) - -
--------- ----- ------- ------- --------
Balance - (Restated) December 31, 1996 2,000,000 2,000 2,476 (4,476) -
Contribution to Capital - - 224 - 224
Net loss for period - - - (224) (224)
--------- ----- -------- -------- --------
Balance - (Restated) December 31, 1997 2,000,000 $ 2,000 $ 2,700 $ (4,700) $ -
Sale of Common Stock for cash 1,294,450 1,294 44,406 - 45,700
2 for 1 Stock Split Effective January 25, 1999 1,294,450 1,294 (1,294) - -
Net loss for period - - - (8,447) (8,447)
--------- ------ -------- -------- --------
Balance - December 31, 1998 4,588,900 $ 4,588 $ 45,812 $ (13,147) $37,253
Net loss for period - - - (34,490) (34,490)
--------- ------ -------- -------- --------
Balance December 31, 1999 4,588,900 4,588 45,812 $ (47,637) $ 2,763
Net loss for period - - - (699) (699)
--------- ------ -------- -------- --------
Balance March 31, 2000 4,588,900 4,588 45,812 $ (48,336) $ 2,064
========= ====== ======== ========== ========
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVELENTS
Three Months Ended Cumulative
March 31 Development Stage
2000 1999 Amounts
---- ---- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Gain(Loss) $ (699) $ (12,957) $ (44,536)
Adjustments to reconcile net loss to Net cash used in operating
activities:
Accounting receivable(increase)decrease 250 385 (1,250)
Accounts payable(increase)decrease (1,256) - -
-------- -------- --------
Net cash(used in) operating activities (1,705) (12,572) (45,786)
CASH FLOWS FROM FINANCING ACTIVITIES:
Shareholder working capital contributions - - 900
Issuance of Common Stock - - 45,700
Proceeds from borrowing - - 7,500
Principal Repayment of borrowings - - (7,500)
-------- -------- ---------
Net cash provided by financing activities - - 46,600
-------- -------- ---------
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS (1,705) (12,572) 814
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 2,519 35,470 -
-------- -------- ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 814 $ 22,898 $ 814
======== ========= ========
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Operations - A.M.S. Marketing, Inc., (the "Company") was incorporated
in the State of Delaware on July 23, 1998. The Company is pursuing its
business plan of marketing pre-owned name brand copy machines from a
sales facility located in Pompano Beach, Florida, owned by an unrelated
third party.
On July 31, 1998, the Company acquired the assets, liabilities, and
operations of Parkview Management, Inc. The business combination was
accounted for in a manner similar to a pooling of interest because the
shareholders of Parkview Management, Inc. received 100% of the stock of
A.M.S. Marketing, Inc. as a result of the merger. Accordingly
historical values of Parkview Management, Inc. are reflected in the
financial statements of the successor entity, A.M.S. Marketing, Inc.
Development Stage - The Company's management is in the process of
raising working capital, developing a business plan and commencing
operations. Accordingly, the Company is classified as a development
stage company.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires 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.
Cash Equivalents - Holdings of highly liquid investments with original
maturities of three months or less and investments in money market
funds are considered to be cash equivalents.
Loss Per Share - Loss per share for the period is computed by dividing
net loss for the period by the weighted average number of common shares
outstanding during the period. There are no common stock equivalents.
All per share amounts are retroactively restated to reflect the
capitalization of the successor entity, A.M.S. Marketing, Inc. and the
January 25, 1999 stock split.
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE B - COMMON STOCK
The Company sold 44,450 pre-split shares of its common stock, at $ 1.00
per share, to investors during 1998. The offering was made in
accordance with the Securities Act of 1933, Rule 504, Regulation D.
NOTE C - STOCK SPLIT
On January 11, 1999, the Company's Board of Directors declared a
two-for-one stock split to shareholders of record on January 25, 1999.
Share and per share data for all periods presented have been adjusted
to reflect the split.
NOTE D - UNAUDITED FINANCIAL STATEMENTS
The financial statements as of March 31, 2000 and for the periods ended
March 31, 2000 and 1999 included herein are unaudited. However such
information reflects all adjustments consisting of normal recurring
adjustments which are in the opinion of management necessary for a fair
presentation of the information for such periods. In addition, the
results of operations for the interim period are not necessarily
indicative of results for the entire year. The accompanying financial
statements should be read in conjunction with the Company's Form
10-KSB.
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
The Company is currently engaged in marketing activities for an unrelated party
and has no employees other than its president who is unsalaried. The Company
does not anticipate hiring any employees, purchasing any plant or significant
equipment or conducting any product research and development during the next
(12) months. The Company also does not anticipate initiating any sales
activities for its own account until such time as the Company's resources
permit.
During the next 12 months the Company expects to continue marketing pre-owned
photocopiers. The Company will also continue to explore the marketing of other
products including new and pre-owned items of office equipment other than
photocopiers, office furniture, home furnishings and appliances as well as the
purchase and resale of such items to the extent the Company's resources permit.
The Company is also considering other means of expanding its business, such as
through acquisition, merger or other form of business combination involving one
or more entities engaged in the same, similar or unrelated business as the
Company. Any such transaction may entail the issuance of additional shares of
its Common Stock, but there are no current plans to engage therein. Any such
acquisition, merger or combination will be made in compliance with applicable
Federal and state securities and corporate law and depending upon the structure
of the transaction, submission of information to shareholders regarding any such
transaction prior to consummation, as well as shareholders' approval thereof,
may not be required. The Company's president, Alfred M. Schiffrin, has had
experience as an investment banker in locating potential acquisitions but the
Company may employ the services of a broker or finder who would be entitled to
compensation to assist in identifying suitable opportunities.
As discussed below, the three-month period ended March 31, 2000 was
characterized by nominal revenues offset by professional fees and expenses
associated with the Company being a reporting issuer.
Results of Operations
Revenues in the three-month period ended March 31, 2000 (the "First quarter")
were approximately $ 1,255 and expenses were approximately $ 1,954 resulting in
a net loss for the 2000 First quarter of approximately $ 699. Of the $ 1,954 of
expenses approximately $1,068 represented legal, accounting and other related
expenses incurred in connection with the Company being a reporting issuer.
Revenues in the three-month period ended December 31, 1999 (the "1999 Fourth
Quarter") were approximately $ 1,523 and expenses were approximately $ 7,499
resulting in a net loss for the 1999 Fourth Quarter of approximately $ 5,976.
The decrease in revenues for the 2000 First Quarter as compared to the 1999
Fourth Quarter was not meaningful. The decrease in expenses for the 2000 First
Quarter as compared to the 1999 Fourth Quarter was primarily attributable to
certain non-recurring costs and expenses incurred during the 1999 Fourth
Quarter. The decrease in net loss for the 2000 First Quarter as compared to the
1999 First Quarter was primarily attributable to the reduction of certain
non-recurring costs and expenses incurred during the 1999 First quarter relating
to the company becoming a reporting issuer.
The Company is not presently aware of any known trends, events or uncertainties
that may have a material impact on its revenues or income from operations.
Liquidity and Capital Resources
As of March 31, 2000 the Company's principal sources of liquidity consisted of
cash of $ 814 and accounts receivable of $ 1,250. The Company believes that such
sources will be sufficient to allow it to operate with minimum revenue over the
next twelve months.
The Company does not have any present plans to raise additional capital through
the sale of Common Stock or other securities.
FORWARD LOOKING STATEMENTS
This Form 10-QSB and other reports filed by the Company from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, the Company's management as
well as estimates and assumptions made by the Company's management.
When used in the filings the words "anticipate", "believe", "estimate",
"expect", "future", "intend", "plan" and similar expressions as they relate to
the Company or the Company's management identify forward looking statements.
Such statements reflect the current view of the Company with respect to future
events and are subject to risks, uncertainties and assumptions relating to the
Company's operations and results of operations and any businesses that may be
acquired by the Company. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
intended or planned.
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
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
27 1 Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Securities Exchange Act
of 1934 the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized
A.M.S. MARKETING, INC.
(Registrant)
Date May 4, 2000 By: /s/ Alfred M. Schiffrin
--------------------------
Alfred M. Schiffrin
President