10-Q 1 a5812133.txt AMSTAR FINANCIAL SERVICES, INC. 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2008 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-25803 AMSTAR FINANCIAL SERVICES, INC. ---------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Florida 65-0181535 -------------------------------------- ------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 670 NW 116th Street, Miami Florida 33168 -------------------------------------------------------------------------------- (Address of principal executive office) (305) 951-2785 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 1 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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. [X] Yes [ ] No Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 82,566,666 total shares of Common Stock outstanding as of September 30, 2008 with 26,869,942 free trading shares and 55,696,724 restricted shares. Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of these terms in Ruler 12b-2 of the Exchange Act. Large accelerated filer __ Accelerated filer __ Non-accelerated filer __ Smaller reporting company _X_ 2 AMSTAR FINANCIAL SERVICES, INC. FORM 10-Q QUARTER ENDED SEPT 30,2008 INDEX PART I Financial Statements Please review in conjunction with prior filings at http://www.sec.gov/edgar/searchedgar/companysearch.html ------------------------------------------------------- Symbol AMAF Item 1. Balance Sheet As of Sept 30, 2008 4 Item 2. Income and Expense Report For the Three Months Ending Sept 30, 2008 5 Item 3. Notes to Financial Statements 6 Part II Discussion Item 1. Risk Factors 7 Item 2. Unregistered Sales of Equity Securities and use of proceeds 7 Item 3. Defaults upon Senior Securities 7 Item 4. Submission of Matters to a Vote of Security Holders 7 Item 5. Other Information 7-8 Item 6. Exhibits, if any 8 Signature Page 8 3

~~Item~~AMSTAR 1FINANCIAL SERVICES, INC. ~~Risk~~SEPT ~~Factors~~30, 2008 AmStar Financial Services, Inc. 12Balance ~~Item~~Sheet 2Sept 30, 2008 (unaudited) -------------------------------------------------- Sept. ~~Unregistered~~30, ~~sales~~08 ofJune ~~Equity~~30, ~~Securities~~08 ~~and~~March ~~use~~30, of08 ~~proceeds.~~-------------- 12-------------- ~~Item~~-------------- 3.ASSETS ~~Defaults~~Other ~~upon~~Assets ~~Senior~~Florida ~~Securities.~~MLL 1275,000 ~~Item~~75,000 -0- Goodwill 4.,836,911 ~~Submission~~4,836,911 of4,836,911 ~~Matters~~Other toAssets a67,693 ~~Vote~~67,693 of63,693 ~~Security~~-------------- ~~Holders.~~-------------- -------------- Total Other Assets 4,979,604 4,979,604 4,900,604 -------------- -------------- -------------- TOTAL ASSETS 4,979,604 4,979,604 4,900,604 ============== ============== ============== LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities Corp Inc Taxes 12,855 ~~Item~~12,855 5.12,855 Due Value Fin 25,106 17,606 10,186 -------------- -------------- -------------- Total Other ~~Information.~~Current 13Liabilities ~~Item~~37,961 6.30,461 ~~Exhibits~~22,961 if-------------- ~~any.~~-------------- 14-------------- ~~SIGNATURE~~Total ~~PAGE~~Current 15Liabilities 37,961 30,461 22,961 -------------- -------------- -------------- Total Liabilities 37,961 30,461 22,961 Equity Common Stock 82,567 82,567 78,567 Paid In Capital 16,576,159 16,576,159 16,501,159 Retained Earnings -11,696,318 -11,688,818 -11,681,318 Series A conv 18,782 18,782 18,782 Series B conv 842 842 842 Unearned/Restricted Stock -40,389 -40,389 -40,389 -------------- -------------- -------------- Total Equity 4,941,643 4,949,143 4,877,643 -------------- -------------- -------------- TOTAL LIABILITIES & EQUITY 4,979,604 4,979,604 4,900,604 ============== ============== ==============

~~Pages~~AmStar ~~Accountant's~~Financial ~~Compilation~~Services, Inc. Income and Expense Report 6Sept ~~Balance~~30, ~~Sheets~~2008 7(unaudited) YTD 08 Sept 30, 08 Jun 30, 08 Mar 30, 08 -8------- As--------------- of--------------- ~~March~~--------------- 31Ordinary Income/Expense Expense Administrative Fee 25,106 ~~2008~~7,500 ~~2007~~10,106 ~~Statements~~7,500 ofTaxes, ~~Receipts~~Income 12,855 ~~Disbursements~~-0- ~~and~~12,855 ~~Retained~~-0- ~~Earnings~~-------- ~~(Deficit)~~--------------- ~~For~~--------------- ~~the~~--------------- ~~Three~~Total ~~Months~~Expense ~~Ending~~37,961 ~~March~~7,500 3122,961 ~~2008~~7,500 ~~2007~~--------------- 9--------------- ~~Statements~~--------------- ofNet ~~Cash~~Ordinary ~~Flows~~Income ~~For~~-37,961 ~~the~~-7,500 ~~Three~~-22,961 ~~Months~~-7,500 ~~Ending~~-------- ~~March~~--------------- 31--------------- --------------- Net Income -37,961 ~~2008~~-7,500 ~~2007~~-22,961 10-7,500 ~~Notes~~======== to=============== ~~Financial~~=============== ~~Statements 11~~===============

5 AMSTAR FINANCIAL SERVICES, INC. NOTES TO FINANCIAL STATEMENTS SEPT 30, 2008 Note 1: ------- AmStar's Sept 30, 2008 quarterly income statement and balance sheet and the Company's federal income tax returns for the years ending December 31, 2003, 2004, 2005, 2006 and 2007 were prepared and filed in accordance with generally accepted accounting principles. The 2003 income tax return conforms to the September 30, 2003 Form 10Q. The 2005 income tax return conforms to the income statement prepared by the court-appointed Assignee who executed AmStar's Florida Assignment for the Benefit of Creditors. Note 2: ------- Documents relevant to AmStar's 2004 Florida Assignment for the Benefit of Creditors are available at www.amstarweb.net. Note 3: ------- AmStar is a fully reporting Company as required by Section 13 or 15(d) of the Securities Exchange Act of 1934. AmStar's SEC Edgar Filings are current. Note 4: ------- As of Sept 30, 2008 the Company was not involved in any litigation of any kind. There are no known legal actions pending. Note 5: ------- During the 2nd quarter AmStar acquired a Florida Mortgage Lender's License. It is reflected on the Balance Sheet as "Florida MLL". The license is valued at $75,000 and was contributed by the Company's Directors. 6 PART II Item 1. Risk Factors AmStar has been working to launch a Mortgage Warehouse Facility specifically for short term funding of federally insured FHA Reverse Mortgage product. The investor related risks involved with FHA Insured Reverse Mortgage product are different from non-FHA Mortgage product and the product is emerging as an important mortgage product for the future. However it is uncertain if AmStar's plan will succeed and AmStar and its management and directors make no guarantees of any kind as to AmStar's future success, if any. The results of a plan like this are subject to risks and uncertainties that could cause actual performance to differ materially from those expected. Factors that might cause such a difference include the possibility of continued decline in the domestic housing market further depressing home values, higher than anticipated interest rates requiring a higher coupon than originally planned on the warehouse facility money, slower access to the investor funding needed, greater than anticipated warehouse operating costs, potential issuance of additional shares, the adverse outcome of currently unforeseen litigation, the decline of availability of suitable reverse mortgage product at reasonable rates, and a continuation of the current downturn in general economic conditions. Item 2. Unregistered sales of equity securities and use of proceeds - none. Item 3. Defaults upon senior securities - none. Item 4. Submission of Matters to a Vote of Security Holders - none. Item 5. Other information - see page 8. Item 6. Exhibits - none. 7 Item 5. Other Information. SUMMARY: The Company is a current, fully reporting registrant. The Company has built and launched its Internet Property known as www.amstarweb.com. At this time efforts to fund the line have stalled due to the current economic downturn. The Company has selected an SEC audit firm in preparation for its 2008 end of year 10-K but needs to secure funding adequate to pay for the required SEC related services. In the alternative, the Company may elect to submit its 10-K using a traditional CPA firm. CURRENT NEWS: Because of recent events in the financial markets and the domestic economy in general little was accomplished during the third quarter 2008. Meetings were held with potential investors but the current state of the secondary market and mortgage industry has delayed investor interest. Management continues to use its best efforts to create future shareholder value. In addition to its current plan AmStar is considering alternative strategies as well. The Company has elected to provide internal unaudited financial statements because the prior CPA firm has merged into a larger entity and at this writing had not yet been retained. The internal financial statements conform to the prior CPA's March 30 2008 10-Q adjusted for second and third quarter activity. SIGNATURE Pursuant to the requirements of the Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: October 23, 2008 AmStar Financial Services, Inc. By: /s/ [Nelson A. Locke] ----------------------------------- [Nelson A. Locke] [CEO and Director] 8

March 31 March 31 2008 2007 ------------------------ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Due to Value Financial Mortgage Services, Inc. $10,106 $2,156 Corporation Income Taxes Payable 12,855 ------------------------ Total Current Liabilities $22,961 $2,156 ------------------------ Total Liabilities $22,961 $2,156 STOCKHOLDERS' EQUITY Preferred Stock: Series A Convertible, $0.001 par value; 20,000,000 shares authorized, 18,782,097 shares issued and outstanding 2008 and 6,234,670 shares $18,782 $6,235 issued and outstanding 2007 Series B Convertible, $0.001 par value; 1,000,000 shares authorized, 841,666 shares issued and outstanding 2008 and 2007 842 842 Series C Convertible, $0.001 par value; 900,000 shares authorized, none issued 0 0 Common Stock, $0.001 par value; 100,000,000 shares authorized, 78,566,666 shares issued and outstanding 2008 and 27,420,559 shares $78,567 $27,421 issued and outstanding 2007 Additional Paid in Capital 16,501,159 16,501,159 Retained Earnings (Deficit) (11,681,318)(11,660,513) Unearned Compensation, Restricted Stock (40,389) (40,389) ------------------------ Total Stockholders' Equity $4,877,643 $4,834,755 ------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,900,604 $4,836,911 ========================

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