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, 2003
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 April 30, 2003 the Registrant
had 4,656,200 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 March 31, 2003
Index Page
Number
PART I FINANCIAL INFORMATION
Item 1 Balance Sheet at March 31, 2003 3
Statements of Operations for the three month periods
ended March 31, 2003 and March 31, 2002 4
Statements of Cash Flows for the three month periods
ended March 31, 2003 and March 31, 2002 5
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis or Plan of Operation 7
Item 3 Controls and Procedures 8
PART II
Item 1 Legal Proceedings 9
Item 2 Changes in Securities 9
Item 3 Defaults Upon Senior Securities 9
Item 4 Submission of Matters to a Vote of Security Holders 9
Item 5 Other Information 9
Item 6 Exhibits and Reports on Form 8 - K 9
Signatures 9
Certifications 10
Exhibit 99.1 Certification of Principal Executive and Principal
Financial Officer 11
2
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
------
March 31, 2003
--------------
(UNAUDITED)
CURRENT ASSETS:
Cash $ 287
Total Current Assets $ 287
----------
Total Assets $ 287
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Total Current Liabilities $ 0
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SHAREHOLDERS' EQUITY
Common Stock, $ .001 Par Value,
20,000,000 Shares Authorized;
4,656,200 Shares Issued and Outstanding 4,656
Additional Paid-In Capital 91,894
Deficit accumulated during development stage (96,263)
----------
Total Shareholders' Equity 287
----------
Total Liabilities and Shareholders' Equity $ 287
==========
See accompanying notes to financial statements
3
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
-------------------------- Cumulative
2003 2002 Development
----------- ----------- -----------
(UNAUDITED) (UNAUDITED)
REVENUES $ 3,000 $ 2,000 $ 45,595
GENERAL AND ADMINISTRATIVE EXPENSES 6,281 4,728 141,858
----------- ----------- -----------
NET GAIN (LOSS) $ (3,281) $ (2,728) $ (96,263)
=========== =========== ===========
PER SHARE INFORMATION:
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING DURING THE PERIOD 4,656,200 4,613,900 4,529,487
=========== =========== ===========
BASIC (LOSS) PER SHARE $ -- $ -- $ (.02)
=========== =========== ===========
See accompanying notes to financial statements
4
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVELENTS
Three Months Ended
March 31 Cumulative
------------------------ Development Stage
2003 2002 Amounts
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (3,281) $ (2,728) (96,263)
Adjustments to reconcile net loss to net cash used in
operating activities:
Accounts receivable (increase) decrease -- (875) --
Accounts payable increase (decrease) 3,530
---------- ---------- ----------
Net cash(used in) operating activities (3,281) (73) (96,263)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Common Stock -- -- 96,550
Proceeds from borrowing -- -- 27,500
Principal Repayment of borrowings -- -- (27,500)
---------- ---------- ----------
Net cash provided by financing activities $ -- $ -- $ 96,550
---------- ---------- ----------
INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS (3,281) (73) 287
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 3,568 100 --
---------- ---------- ----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 287 $ 27 $ 287
========== ========== ==========
See accompanying notes to financial statements
5
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
March 31, 2003
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.
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.
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 March 31, 2003 and for the periods ended
March 31, 2003 and 2002 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
for the fiscal year ended December 31, 2002.
6
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. 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, 2003 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 March 31, 2003 (the "2003 First
Quarter") were $ 3,000 and expenses were $ 6,281 resulting in a net loss for the
2003 First Quarter of $ 3,281. Of the $ 6,281 of expenses, $ 5,190 represented
legal, accounting and other related expenses incurred in connection with the
Company being a reporting issuer.
Revenues in the three-month period ended March 31, 2002 (the "2002 First
Quarter") were $ 2,000 and expenses were $ 4,728 resulting in a net loss for the
2002 First Quarter of $ 2,728. Of the $ 4,728 of expenses, $ 3,232 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, 2002 (the "2002 Fourth
Quarter") were $ 1,000 and expenses were $ 21,933 resulting in a net loss for
the 2002 Fourth Quarter of $ 20,933.
The increase in revenues for the 2003 First Quarter as compared to the 2002
First Quarter and the increase in revenues for the 2003 First Quarter as
compared to the 2002 Fourth Quarter was not meaningful. The increase in expenses
for the 2003 First Quarter as compared to the 2002 First Quarter and the
decrease in expenses for the 2003 First Quarter as compared to the 2002 Fourth
Quarter was primarily attributable to an increase and a decrease respectively of
legal and accounting expenses incurred during the 2003 First Quarter. The
increase in net loss for the 2003 First Quarter as compared to the 2002 First
Quarter was primarily attributable to the increase of certain costs and expenses
incurred during the 2003 First 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.
7
Liquidity and Capital Resources
As of March 31, 2003 the Company's principal sources of liquidity consisted of
cash of $ 287.
The Company does not have any present plans to raise additional capital through
the sale of Common Stock or other securities. If the Company requires additional
capital to fund its operations it is anticipated that Mr.Schiffrin, the
Company's President, 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.
----------------------------
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.
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.
8
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
99.1 Certification of Chief Executive and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
(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 7, 2003 By: /s/ ALFRED M. SCHIFFRIN
-----------------------------
Alfred M. Schiffrin,
President
9
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-QSB of
A.M.S. Marketing, Inc. for the three month period ended March 31, 2003, I,
Alfred M. Schiffrin, President, Chief Executive Officer, and Chief Financial
Officer, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my
knowledge and belief, that:
1. Such Quarterly Report on Form 10-QSB for the three months ended March
31, 2003, fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in such Quarterly Report on Form 10-QSB for
the three months ended March 31, 2003, fairly presents, in all material
respects, the financial condition and results of operations of A.M.S.
Marketing, Inc.
A.M.S. MARKETING, INC.
Dated: May 7, 2003 By: /s/ ALFRED M. SCHIFFRIN
--------------------------------
Alfred M. Schiffrin, President
Chief Executive Officer and
Chief Financial Officer
10