UNITED STATES
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
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[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended July 31, 2001
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AMAC, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3944580
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State of Incorporation IRS Employer ID No.
3800 North Fairfax Drive - Suite 5
Arlington, Virginia 22203 22203
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Address of principal Executive Offices Zip Code
Registrant's Telephone Number (703) 243-2597
Check here whether the issuer (1) has filed all reports required
to be filed by Sections 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_______
As of July 31, 2001, the following shares of the Registrant's
common stock were issued and outstanding:
Voting common stock 5,038,041
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . . .3
CONDENSED CONSOLIDATED BALANCE SHEET . . . . . . . . .3
CONDENSED CONSOLIDATED INCOME STATEMENT. . . . . . . .4
STATEMENT OF CASH FLOWS. . . . . . . . . . . . . . . .5
Note 1. Nature of Business and Significant
Accounting Policies. . . . . . . . . . . . 7
Note 2. Use of Office Space. . . . . . . . . . . . .7
Note 3. Liquidity. . . . . . . . . . . . . . . . . .7
Note 4. Related Party Transaction. . . . . . . . . .8
Item 2. Management's Discussion And Analysis or Plan of
Operations. . . . . . . . . . . . . . . . . . . . . . 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 14
Item 2. Changes in Securities. . . . . . . . . . . . . . . . 14
Item 3. Defaults upon Senior Securities. . . . . . . . . . . 14
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . 14
Item 5. Other information. . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TO THE BOARD OF DIRECTORS of AMAC, INC.
We have reviewed the accompanying balance sheet of AMAC, Inc. as
July 31, 2001, and the related statements of loss and accumulated
deficit and cash flows for the three months then ended, in
accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public
Accountants. All information included in these financial
statements is the representation of the management of AMAC, Inc.
A review consists principally of inquiries of Company personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying financial
statements in order for them to be in conformity with generally
accepted accounting principles.
Frank E. Hanson, CPA
Arlington, Virginia
AMAC, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
As Of As Of
July 31, 2001 April 30, 2001
(Unaudited) (Audited)
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ASSETS
Current Assets
Cash $ (360) $3,455
Other Current Assets 0 0
_________ ________
Total Current Assets $ (360) 3,455
Other Assets 650,906 651,849
_________ ________
TOTAL ASSETS $650,546 $655,304
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts Payable $25,662 $10,662
Accrued Expenses 19,282 19,282
Auto Lease Payable 1,246 1,246
_________ ________
Total Current Liabilities 46,190 31,190
Long Term Liabilities 1,038,862 1,044,826
_________ ________
Total Liabilities $1,085,052 $1,076,016
Stockholders' Equity
Common Stock, $.001 par value,
Authorized 25,000.000 Shares;
Issued and Outstanding
5,038,000 Shares 5,038 5,038
Additional Paid in Capital 9,000 9,000
Deficit Accumulated During the
Development Stage (448,544) (434,750)
_________ ________
Total Stockholders' Equity (434,506) (420,712)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $650,546 $655,304
The accompanying notes and accountant's report are an integral
part of these financial statements.
AMAC, INC.
(A Development Stage Company)
CONDENSED CONSOLIDATED INCOME STATEMENT
For the 3 Mos Ended For the 3 Mos Ended
July 31 April 30
2001 2000 2001 2000
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TOTAL REVENUES: $ 0 0 0 0
OPERATING EXPENSES:
Accounting 0 0 905 0
Legal 0 0 463 0
Filing Fee 0 0 0 0
Rent 0 0 0 0
Other Start
Up Costs 13,795 25,935 27,611 133,004
Other Income 0 0 0 0
________ _______ ________ ________
NET LOSS (13,795) (25,935) ( 28,979) (133,004)
NET LOSS PER SHARE (.002738) (.005148) (.005752) (.02640)
Weighted Average
Number of Shares
Outstanding 5,038,000 5,038,000 5,038,000 5,038,000
The accompanying notes and accountant's report are an integral
part of these financial statements.
AMAC, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (unaudited)
For the 3 mos For the 3 mos
Ended Ended
to to
July 31, 2001 July 31, 2000
________________________________________
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(13,795) $(25,935)
Adjustments to Reconcile Net Loss
to Net Cash Used in operating
Activities:
Changes in Assets and Liabilities
Increase in Accounts Payable and
Accrued Expenses 17,610 26,273
__________ __________
Total Adjustments 17,610 26,273
Net Cash Used in
Operating Activities 3,815 338
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in Additional Paid
In Capital 0 0
Increase in Loan Payable 0 0
Net Cash Provided
by Financing Activities 0 0
________ ________
Net Change in Cash 3,815 338
Cash at Beginning of Period 3,455 1,363
Cash at End of Period (360) 1,701
The accompanying notes and accountant's report are an integral
part of these financial statements.
AMAC, INC.
(A Development Stage Company)
NOTE 1. BASIS OF PRESENTATION
The financial statements are prepared on the accrual basis of
accounting. Accordingly, revenue is recognized when earned and
expenses when incurred.
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted
accounting principles for complete financials statements. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three and six
months ended July 31, 2001 are not necessarily indicative of
the results that may be expected for the period ending October
31, 2001. These Condensed Consolidated Financial Statements
should be read in conjunction with the Consolidated Financial
Statements and notes thereto contained in the Company's Form 10-K
for the year ended April 30, 2001.
NOTE 2. USE OF OFFICE SPACE
The Company uses 500 square feet of space for its executive
offices at 3800 N. Fairfax Drive, Arlington, Virginia. The rent
is being deferred until a future date.
NOTE 3. LIQUIDITY
The Company's viability as a going concern is dependent upon
raising additional capital and ultimately having net income.
The Company established its office in London, UK on November 18,
1996 when it began the initial development of its business plan.
The Company's limited operating history, including its losses and
no revenues, primarily reflect the operations of its early stage.
As a result, the Company has from time of inception to July
31, 2001 no revenue and a net loss from operations of $448,544.
As of July 31, 2001, the Company had a net capital deficiency
of $434,506.
It is not anticipated that the Company will be able to meet its
financial obligations through internal net revenue in the
foreseeable future. AMAC, Inc., does not have a working capital
line of credit with any financial institution. Therefore, future
sources of liquidity will be limited to the Company's ability to
obtain additional debt or equity funding.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
RESULTS OF OPERATIONS
The Company is a development stage company. Its principal
business purpose was to design, develop and manufacture a range
of amphibious vehicles that can operate on land and in water. On
August 2, 2001, a majority of the company's shareholders elected
to abandoned its original business purpose.
The Company's principal business purpose now is to locate and
consummate a merger or alliance with a private entity. There is
no guarantee that the company's efforts will be successful.
The selection of a business opportunity in which to participate
is complex and risky. Additionally, as the Company has only
limited resources, it may be difficult to find favorable
opportunities. There can be no assurance that the Company will
be able to identify and acquire any business opportunity which
will ultimately prove to be beneficial to the Company and its
shareholders. The Company will select any potential business
opportunity based on management's business judgment.
Any targeted alliance or merger candidate will become subject to
the same reporting requirements as the Company upon consummation
of any such business combination. Thus, in the event that the
Company successfully completes an acquisition or merger with
another operating business, the resulting combined business must
provide audited financial statements for at least the two most
recent fiscal years or, in the event that the combined operating
business has been in business less than two years, audited
financial statements will be required from the period of
inception of the target acquisition or merger candidate.
The Company has no recent operating history and no representation
is made, nor is any intended, that the Company will be able to
carry on future business activities successfully. Further, there
can be no assurance that the Company will have the ability to
merge with an operating business, develop sustaining business
opportunities or acquire property that will be of material value
to the Company.
Because the Company lacks funds, it may be necessary for the
officers and directors to either advance funds to the Company or
to accrue expenses until such time as the Company begins to
generate sufficient income to cover such expenses. Management
intends to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's
directors will forego any compensation until such time as the
Company begins to generate sufficient income to cover such
expenses. However, if the Company engages outside advisors or
consultants in search for business opportunities, it may be
necessary for the Company to attempt to raise additional funds.
There is no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms acceptable to the Company.
In the opinion of management, inflation has not and will not have
a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition or
merger. At that time, management will evaluate the possible
effects of inflation on the Company as it relates to its business
and operations following a successful acquisition or merger.
In the event the Company consummates a merger transaction, the
Company believes that there will be a change in control in the
Company. The Company believes that any merger would include the
new issuance of common stock in the Corporation to a potential
merger candidate followed by a reverse split of the Company's
issued common stock thereby effectively passing control of the
Company to the merged candidate.
The Company will not borrow funds for the purpose of funding
payments to the Company's promoters, management or their
affiliates or associates. Any funds borrowed by the Company will
be utilized to pay statutory, legal and accountant fees expended
by the Company.
The Company does not foresee that any terms of sale of the shares
presently held by officers and/or directors of the Company will
also be afforded to all other shareholders of the Company on
similar terms and conditions.
Management does not anticipate actively negotiating or otherwise
consenting to the purchase of any portion of their common stock
as a condition to or in connection with a proposed merger or
acquisition. In such an instance, all shareholders are to be
treated equally. This policy is upheld by the inclusion of a
resolution of the Board of Director's of the Company, contained
in the Company's minutes. In the event management wishes to
actively negotiate or otherwise consent to the purchase of
any portion of their common stock as a condition to or in
connection with a proposed merger or acquisition, this would need
to be disclosed to the Board of Directors and entered into the
Company's minutes. The Company's shareholders will be afforded
an opportunity to approve or consent to any particular stock buy-
out transaction or merger.
There is always a present potential that the Company may acquire
or merge with a business or company in which the Company's
promoters, management, affiliates or associates directly or
indirectly have an ownership interest. However, at this time
there is no immediate serious potential for the Company to
acquire or merge with any business. There is no formal existing
corporate policy regarding such transactions, however, in the
event such a potential arises, the Company shall disclose any
conflict of interest to its directors and shareholders for
purposes of determining whether to acquire or merge with such a
business. Management does not foresee or is aware of any
circumstances under which this policy may be changed.
The Company, to date, has not utilized any notices or
advertisements in its search for business opportunities as the
Company cannot afford to expend monies for such purposes. The
Company seeks business opportunities through the means of
personal networking and inquiries by current management.
The Company at this time has been in discussions with various
entities for the purpose of consummating a business transaction
or merger. The company however, at the time of this filing, has
not entered into any agreements or understandings with any entity
and shall continue to conduct discussions with interested parties
for the purpose of seeking to consummate a business transaction
or merger.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are currently no pending legal proceedings against the
company.
ITEM 2. CHANGES IN SECURITIES
The instruments defining the rights of the holders of any class
of registered securities have not ben modified.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There has been no default in the payment of principal, interest,
sinking or purchase fund installment.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 2, 2001, a majority of the company's shareholders, on
consent, elected to abandoned the company's original business
purpose and plan. The shareholders further elected that the
company explore, locate and consummate a merger or alliance with
a private entity.
ITEM 5. OTHER INFORMATION
There is no other information to report which is material to the
company's financial condition not previously reported.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There are no exhibits attached and no reports on Form 8-K were
filed during the quarter for which this report is filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
/s/ AMAC, INC.
_______________________
Richard Smith, President
Dated: September 20, 2001