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 September 30, 2002
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
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(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
7040 W. PALMETTO PARK ROAD, BUILDING 4, # 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 October 31, 2002 the Registrant
had 4,613,900 shares of Common Stock outstanding.
Transmittal Small Business Disclosure Format (check one)
Yes [ ] No [x]
A.M.S. MARKETING, INC.
FORM 10-QSB
For the Quarter Ended September 30, 2002
Index Page
Number
PART I FINANCIAL INFORMATION
Item 1 Balance Sheet at September 30, 2002 3
Statements of Operations for the three month and nine
month periods ended September 30, 2002 and
September 30, 2001 4
Statements of Cash Flows for the nine month periods
ended September 30, 2002 and September 30, 2001 5
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis or Plan of Operation 8
Item 3 Controls and Procedures 9
PART II OTHER INFORMATION
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
Signatures 11
Certifications 12
Exhibit 99.1 Certification of Principal Executive Officer 13
2
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
Item 1. FINANCIAL STATEMENTS
BALANCE SHEET
ASSETS
------
September 30, 2002
------------------
(UNAUDITED)
CURRENT ASSETS:
Cash $ 159
Accounts Receivable - Shareholder 8,192
--------
Total Current Assets 8,351
--------
Total Assets $ 8,351
========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Loan Due- Shareholder $ 5,000
--------
Total Current Liabilities $ 5,000
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SHAREHOLDERS' EQUITY
Common Stock, $ .001 par value,
20,000,000 shares authorized;
4,613,900 shares issued and outstanding $ 4,614
Additional paid-in capital 70,786
Deficit accumulated during development stage (72,049)
--------
Total Shareholders' Equity 3,351
--------
Total Liabilities and Shareholders' Equity $ 8,351
========
See accompanying notes to financial statements
3
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Nine Months Ended Three Months Ended
September 30, September 30,
Cumulative
Development
2002 2001 2002 2001 Stage
UNAUDITED UNAUDITED UNAUDITED UNAUDITED Amounts
----------- ----------- ----------- ----------- -----------
REVENUES $ 8,000 $ 3,150 $ 3,000 $ 1,250 $ 41,595
GENERAL AND ADMINISTRATIVE EXPENSES 10,206 13,479 331 1,582 113,644
----------- ----------- ----------- ----------- -----------
NET GAIN (LOSS) $ (2,206) $ (10,329) $ 2,669 $ (332) $ (72,049)
PER SHARE INFORMATION:
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING DURING THE PERIOD 4,613,900 4,588,900 4,613,900 4,588,900 4,522,870
=========== =========== =========== =========== ===========
BASIC GAIN (LOSS) PER SHARE $ -- $ (0.002) $ 0.001 $ -- $ (0.016)
=========== =========== =========== =========== ===========
See accompanying notes to financial statement
4
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Nine Months Ended Cumulative
September 30 Development Stage
2002 2001 Amounts
-------- -------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES: $ (2,206) $(10,329) $(72,049)
Net Gain(Loss)
Adjustments to reconcile net loss to net cash used in
operating activities:
Accounts receivable (increase) decrease (2,309) -- (8,192)
Accounts payable increase (decrease) (426) -- --
-------- -------- --------
Net cash(used in) operating activities (4,941) (10,329) (80,241)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from shareholder 5,000 -- 5,000
Issuance of Common Stock -- -- 75,400
Proceeds from borrowing -- 25,000 22,500
Principal Repayment of borrowings -- (15,000) (22,500)
Net cash provided by financing activities $ 5,000 $ 10,000 $ 80,400
-------- -------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 59 (329) 159
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD 100 372 --
-------- -------- --------
CASH AND CASH EQUIVALENTS-END OF PERIOD $ 159 $ 43 $ 159
======== ======== ========
See accompanying notes to financial statement
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A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
September 30, 2002
NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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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.
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.
Gain Per Share - Gain per share for the period is computed by
dividing net gain for the period by the weighted average number of
common shares outstanding during the period. There are no common
stock equivalents.
NOTE B - CONCENTRATION OF RISK
---------------------
Substantially all of the Company's revenues are derived from the
sale of pre-owned, refurbished photocopy machines through a
marketing arrangement with one company. Termination of the marketing
arrangement would have a material adverse effect upon the Company.
NOTE C - UNAUDITED FINANCIAL STATEMENTS
------------------------------
The financial statements as of September 30, 2002 and for the
periods ended September 30, 2002 and 2001 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.
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NOTE D - RELATED PARTY TRANSACTIONS
--------------------------
Accounts Receivable-Shareholder- Consists of legal, accounting and
administrative fees that are recoverable from a shareholder in
accordance with an agreement between the shareholder and the Company
that is dated April 2, 2001.
Loan Due- Shareholder- Consists of a working capital loan from the
Company's President that is dated April 1, 2002.
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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. 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 September 30, 2002 was
characterized by nominal revenues.
Results of Operations
Revenues in the three-month period ended September 30, 2002 (the "2002 Third
Quarter"), were approximately $ 3,000 and expenses were approximately $ 331
resulting in a net gain for the 2002 Third Quarter of approximately $ 2,669. Of
the $ 331 of expenses, approximately all represented legal, accounting and other
related expenses incurred in connection with the Company being a reporting
issuer.
Revenues in the three-month period ended June 30, 2002 (the "2002 Second
Quarter"), were approximately $ 3,000 and expenses were approximately $ 5,147
resulting in a net loss for the 2002 Second Quarter of approximately $ 2,147. Of
the $ 5,147 of expenses, approximately $4,573 represented legal, accounting and
other related expenses incurred in connection with the Company being a reporting
issuer.
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The increase in revenues for the 2002 Third Quarter as compared to the 2001
Third Quarter was not meaningful. The revenues for the 2002 Third Quarter as
compared to the 2002 Second Quarter were identical. The decrease in expenses for
the 2002 Third Quarter as compared to the 2001 Third Quarter and the 2002 Second
Quarter was primarily attributable to reduced legal and accounting expenses
incurred during the 2002 Third Quarter. The net gain for the 2002 Third Quarter
as compared to the net loss for the 2001 Third Quarter was primarily
attributable to the decrease of certain costs and expenses incurred during the
2002 Third 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 September 30, 2002 the Company's principal sources of liquidity consisted
of cash of $ 159 and accounts receivable of $ 8,192.
The Company may raise additional capital through the sale of common stock or
other securities. Further, if the Company requires additional capital to fund
its operations it is anticipated that the Company's President, Mr. Schiffrin,
will loan the Company such additional funds, but Mr. Schiffrin is under no
obligation to make such funds available.
Item 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
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Within the 90 days prior to the date of this report, A.M.S. Marketing, Inc.
("the Company") carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting him to material information required
to be included in the Company's periodic SEC filings relating to the Company
(including its consolidated subsidiaries).
(b) Changes in Internal Controls.
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There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these internal controls subsequent to
the date of our most recent evaluation.
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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.
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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
None
(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: November 7, 2002 By: /s/ Alfred M. Schiffrin
-------------------------------
Alfred M. Schiffrin,
President
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CERTIFICATIONS
I, Alfred M. Schiffrin, Chief Executive and Chief Financial Officer of A.M.S.
Marketing, Inc. certify that:
1. I have reviewed this quarterly report on Form 10-QSB of A.M.S. Marketing,
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. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I 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 me 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 my conclusions about the effectiveness of
the disclosure controls and procedures based on my evaluation as of the
Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and to the audit committee of registrant's board of directors (or
persons performing the equivalent function):
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; and
6. 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 my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 7, 2002
/s/ Alfred M. Schiffrin
- -----------------------------
Chief Executive and Chief
Financial Officer
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