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 June 30, 2001
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.
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(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
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(Address of Principal Executive Offices)
(561) 488-9938
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(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 July 16, 2001 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 June 30, 2001
Page
Index Number
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PART I FINANCIAL INFORMATION
Item 1 Balance Sheet at June 30, 2001 ..................................3
Statements of Operations for the three month and six month
periods ended June 30, 2001 and June 30, 2000 ................4
Statements of Cash Flows for the six month periods ended
June 30, 2001 and June 30, 2000 ..............................5
Notes to Financial Statements ...................................6
Item 2 Management's Discussion and Analysis or Plan of Operation .......8
PART II
Item 1 Legal Proceedings ..............................................10
Item 2 Changes in Securities ..........................................10
Item 3 Defaults Upon Senior Securities ................................10
Item 4 Submission of Matters to a Vote of Security Holders ............10
Item 5 Other Information ..............................................10
Item 6 Exhibits and Reports on Form 8-K ...............................10
2
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
------
June 30, 2001
-------------
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents $ 725
Accounts Receivable - Trade 900
--------
Total Current Assets 1,625
--------
Total Assets $ 1,625
========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts Payable - Trade --
Loan Due $ 25,000
--------
Total Current Liabilities $ 25,000
========
SHAREHOLDERS' EQUITY
Common Stock, $.001 par value,
20,000,000 shares authorized;
4,588,900 shares issued and outstanding 4,588
Additional paid-in capital 45,812
Deficit accumulated during development stage (69,975)
Deficit accumulated prior to development stage (3,800)
--------
Total Shareholders' Equity (23,375)
--------
Total Liabilities and Shareholders' Deficiency $ 1,625
========
3
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Six Months Ended Three Months Ended Cumulative
June 30, June 30, Development Stage
2001 2000 2001 2000 Amounts
----------- ----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
REVENUES $ 1,900 $ 2,254 $ 900 $ 1,000 $ 29,345
GENERAL AND ADMINISTRATIVE EXPENSES 11,897 18,809 7,981 16,855 103,120
----------- ----------- ----------- ----------- -----------
NET GAIN (LOSS) $ (9,997) $ (16,555) $ (7,081) $ (15,855) $ (73,775)
=========== =========== =========== =========== ===========
PER SHARE INFORMATION:
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING DURING THE PERIOD 4,588,900 4,588,900 4,588,900 4,588,900 4,509,307
=========== =========== =========== =========== ===========
BASIC (LOSS) PER SHARE $ (.002) $ (.0040) $ (.001) $ (.003) $ (.016)
=========== =========== =========== =========== ===========
4
STATEMENTS OF CASH FLOWS
(UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Six Months Ended Cumulative
June 30 Development Stage
2001 2000 Amounts
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Gain(Loss) $ (9,997) $(16,555) $(73,775)
Adjustments to reconcile net loss to net cash used in
operating activities:
Accounts receivable (increase) decrease 350 500 (900)
Accounts payable increase (decrease) -- (1,256) --
-------- -------- --------
Net cash(used in) operating activities (9,647) (17,311) (74,675)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from Shareholder -- 15,000 15,000
Issuance of Common Stock -- -- 50,400
Proceeds from borrowing 25,000 -- 32,500
Principal Repayment of borrowings 15,000 -- (22,500)
-------- -------- --------
Net cash provided by financing activities $ 10,000 $ 15,000 $ 75,400
-------- -------- --------
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS 725
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 372 2,519 --
-------- -------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 725 $ 208 $ 725
======== ======== ========
5
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 2001
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.
6
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 2001
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 - UNAUDITED FINANCIAL STATEMENTS
------------------------------
The financial statements as of June 30, 2001 and for the periods ended
June 30, 2001 and 2000 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.
NOTE D - LOANS DUE
---------
On April 28, 2000 the Company accepted a working capital loan of $
15,000 from its President, and largest shareholder, Alfred M.
Schiffrin. The loan was non-interest bearing, was not evidenced by a
promissory note and was repayable on demand. The Company repaid the
loan in full on April 6, 2001 out of the proceeds of the loan discussed
below.
On April 2, 2001, the Company accepted a working capital loan of
$25,000 from I Platform, Inc., a non-affiliate of the Company ("I
Platform"), pursuant to the terms of a non-binding letter or intent of
the same date between the Company and I Platform (the "LOI"). The LOI
provides for the merger of I Platform with and into the Company. I
Platform is a private company engaged in the business of data
management and storage. The LOI provides that if for any reason the
merger does not occur, the loan shall be repaid by the issuance to I
Platform of 25,000 shares of restricted common stock of the Company.
Simultaneous with the execution of the LOI, the Company's president and
controlling shareholder, Alfred M. Schiffrin, executed an agreement
with I Platform pursuant to which Mr. Schiffrin agreed to sell to I
Platform 3,800,000 of his shares of the Company's common stock for an
aggregate consideration of $110,000 upon consummation of the merger.
Although the Company and I Platform are continuing to negotiate the
terms of a definitive merger agreement, no assurance can be given that
a definitive agreement will be executed and, if executed, that the
transaction will be consummated.
7
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. 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. On April 2, 2001, the
Company entered into a non-binding letter of intent with I Platform Inc.,
providing for the merger of I Platform Inc. with and into the Company. See
"Liquidity and Capital Resources" below. 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 June 30, 2001 was characterized
by nominal revenues offset by relatively significant professional fees and
expenses associated with the Company being a reporting issuer.
Results of Operations
Revenues in the three-month period ended June 30, 2001 (the "2001 Second
Quarter") were approximately $ 900 and expenses were approximately $ 7,981
resulting in a net loss for the 2001 Second Quarter of approximately $ 7,081. Of
the $ 7,981 of expenses, approximately $ 1,143 represented legal, accounting and
other related expenses incurred in connection with the Company being a reporting
issuer and approximately $6,180 represented due diligence expenses incurred by
the Company in relation to a non-binding Letter of Intent between the Company
and I Platform, Inc., dated April 2,2001.
Revenues in the three-month period ended March 31, 2001 (the "2001 First
Quarter") were approximately $ 1,000 and expenses were approximately $ 3,916
resulting in a net loss for the 2001 First Quarter of approximately $ 2,916.
8
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
The decrease in revenues for the 2001 Second Quarter as compared to the 2001
First Quarter was not meaningful. The increase in expenses for the 2001 Second
Quarter as compared to the 2001 First Quarter was primarily attributable to
legal, accounting and due diligence expenses incurred during the 2001 Second
Quarter. The decrease in net loss for the 2001 Second Quarter as compared to the
2000 Second Quarter was primarily attributable to the decrease of certain
non-recurring costs and expenses incurred during the 2001 Second Quarter
relating to the Company being 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 June 30, 2001 the Company's principal sources of liquidity consisted of
cash of $ 725 and accounts receivable of $ 900.
During the 2000 Second Quarter the Company's President and largest shareholder,
Alfred M. Schiffrin, loaned $ 15,000 to the Company in order to fund its
operations. The loan was non-interest bearing and was repayable on demand. The
Company repaid the loan in full on April 6,2001 out of the proceeds of the loan
discussed below.
On April 2, 2001, the Company accepted a working capital loan of $25,000 from I
Platform, Inc., a non-affiliate of the Company ("I Platform"), pursuant to the
terms of a non-binding letter or intent of the same date between the Company and
I Platform, Inc. (the "LOI"). The LOI provides for the merger of I Platform with
and into the Company. I Platform is a private company engaged in the business of
data management and storage. The LOI provides that if for any reason the merger
does not occur, the loan shall be repaid by the issuance to I Platform of 25,000
shares of restricted common stock of the Company. Simultaneous with the
execution of the LOI, the Company's president and controlling shareholder,
Alfred M. Schiffrin, executed an agreement with I Platform pursuant to which Mr.
Schiffrin agreed to sell to I Platform 3,800,000 of his shares of the Company's
common stock for an aggregate consideration of $110,000 upon consummation of the
merger. Although the Company and I Platform are continuing to negotiate the
terms of a definitive merger agreement, no assurance can be given that a
definitive agreement will be executed and, if executed, that the transaction
will be consummated.
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.
9
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
10.1 Letter of Intent, dated April 2, 2001, between Registrant and
IPlatform, Inc.
10.2 Stock Purchase Agreement, dated April 2, 20001, between
Alfred M. Schiffrin and IPlatform, Inc.
(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 August 3, 2001 By: /s/ ALFRED M. SCHIFFRIN
-------------------------------
Alfred M. Schiffrin,
President
10