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, 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
- --------------------------------- -------------------
(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 July 7, 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.
(A DEVELOPMENT STAGE COMPANY)
A.M.S. MARKETING, INC.
FORM 10-QSB
For the Quarter Ended June 30, 2003
Index Page
Number
PART I FINANCIAL INFORMATION
Item 1 Balance Sheet at June 30, 2003 3
Statements of Operations for the three month and six
month periods ended June 30, 2003 and June 30,
2002 4
Statements of Cash Flows for the six month periods
ended June 30, 2003 and June 30, 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
------
June 30, 2003
-------------
(UNAUDITED)
CURRENT ASSETS:
Cash $ 382
Total Current Assets $ 382
--------
Total Assets $ 382
========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Total Current Liabilities $ 0
--------
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 (96,168)
--------
Total Shareholders' Equity 382
--------
Total Liabilities and Shareholders' Equity $ 382
========
See accompanying notes to financial statements
3
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Six Months Ended Three Months Ended
June 30 June 30
Cumulative
Development
2003 2002 2003 2002 Stage
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) Amounts
----------- ----------- ----------- ----------- -----------
REVENUES $ 4,500 $ 5,000 $ 1,500 $ 3,000 $ 47,095
GENERAL AND ADMINISTRATIVE EXPENSES $ 7,686 $ 9,875 $ 1,405 $ 5,147 $ 143,263
----------- ----------- ----------- ----------- -----------
NET GAIN (LOSS) $ (3,186) $ (4,875) $ 95 $ (2,147) $ (96,168)
PER SHARE INFORMATION:
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING DURING THE PERIOD $ 4,656,200 $ 4,613,900 $ 4,656,200 $ 4,613,900 $ 4,532,781
=========== =========== =========== =========== ===========
BASIC GAIN (LOSS) PER SHARE $ (0.001) $ (0.001) $ -- $ -- $ (0.021)
=========== =========== =========== =========== ===========
See accompanying notes to financial statements
4
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Six Months Ended Cumulative
Development
June 30 Stage
2003 2002 Amounts
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES: $ (3,186) $ (4,875) $(96,168)
Net Gain (Loss)
Adjustments to reconcile net loss to net cash used in
operating activities:
Accounts receivable (increase) decrease -- (874) --
Accounts payable increase (decrease) -- 1,413 --
-------- -------- --------
Net cash (used in) operating activities -- (4,336) (96,168)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from shareholder -- 5,000 --
Issuance of Common Stock -- -- 96,550
Proceeds from borrowing -- -- 27,500
Principal Repayment of borrowings -- -- (27,500)
Net cash provided by financing activities $ 5,000 $ 96,550
-------- --------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (3,186) 664 382
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD 3,568 100 --
-------- -------- --------
CASH AND CASH EQUIVALENTS-END OF PERIOD $ 382 $ 764 $ 382
======== ======== ========
See accompanying notes to financial statements
5
A.M.S. MARKETING, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
June 30, 2003
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.
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 June 30, 2003 and for the periods ended
June 30, 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.
NOTE D - OTHER MATTERS
-------------
On April 3, 2003, the Company signed a non-binding letter of intent to
acquire all of the membership interests of Advanced Imaging Systems,
LLC, a privately owned Delaware limited liability company ("AIS")
engaged in the manufacture and sale of paper and plastic cards. As
presently contemplated, the members of AIS will receive an aggregate of
1,200,000 shares of the Company's common stock in exchange for their
interests in AIS. The letter of intent has been extended to July 31,
2003. It is also contemplated that Alfred M. Schiffrin, the Company's
President and principal shareholder, will sell to the members an
aggregate of 3,600,000 shares of the Company's common stock in exchange
for an aggregate of $180,000 in cash and notes.
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.
On April 3, 2003, the Company signed a non-binding letter of intent to acquire
all of the membership interests of Advanced Imaging Systems, LLC, a privately
owned Delaware limited liability company ("AIS") engaged in the manufacture and
sale of paper and plastic cards. As presently contemplated, the members of AIS
will receive an aggregate of 1,200,000 shares of the Company's common stock in
exchange for their interests in AIS. The agreement has been extended to July 31,
2003. It is also contemplated that Alfred M. Schiffrin, the Company's President
and principal shareholder, will sell to the members an aggregate of 3,600,000
shares of the Company's common stock in exchange for an aggregate of $180,000 in
cash and notes. Although the parties are negotiating in good faith, no assurance
can be give that the transactions will be consummated on the terms contemplated
or on any other terms.
As discussed below, the three-month period ended June 30, 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 June 30, 2003 (the "2003 Second
Quarter") were $ 1,500 and expenses were $1,405 resulting in a net profit for
the 2003 Second Quarter of $ 95. Of the $ 1,405 of expenses, $ 956 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, 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.
The decrease in revenues for the 2003 Second Quarter as compared to the 2002
Second Quarter and the decrease in revenues for the 2003 Second Quarter as
compared to the 2003 First Quarter was not meaningful. The decrease in expenses
for the 2003 Second Quarter as compared to the 2002 Second Quarter and the 2003
First Quarter was primarily attributable to the reimbursement by a third party
of certain legal and accounting expenses incurred during the 2003 Second
Quarter. The profit for the 2003 Second Quarter as compared to the loss for 2002
7
Second Quarter was primarily attributable to the decrease of certain costs and
expenses incurred during the 2003 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 existing
operations.
Liquidity and Capital Resources
As of June 30, 2003 the Company's principal sources of liquidity consisted of
cash of $ 382.
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.
-------------------------------------------------
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
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
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: July 15, 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 June 30, 2003, I, Alfred M.
Schiffrin, President, Chief Executive Officer, and Chief Financial Officer,
hereby certify 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 June 30,
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 June 30, 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.
Date: July 15, 2003 By: /s/ ALFRED M. SCHIFFRIN
---------------------------------
Alfred M. Schiffrin, President
Chief Executive Officer and Chief
Financial Officer
10