UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ FORM 10-QSB (Mark One) _X_ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended: September 30, 2003 ___ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT For the transition period from _______ to _______. Commission file number: 0-19154. AMERICAN ASSET MANAGEMENT CORPORATION (Exact name of small business issuer as specified in its charter) NEW JERSEY 22-2902677 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1280 Route 46 West, Parsippany, New Jersey 07054 (Address of principal executive offices) Issuer's telephone number: (973) 299-8713 _____________________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 day. 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 November 18, 2003 there were 1,316,989 shares of the issuer's no par value common stock issued and 1,316,989 shares outstanding. Transitional Small Business Disclosure Format (check one): YES___ NO_X_ PART I - FINANCIAL INFORMATION Item 1. Financial Statements AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) _______________________________________________________________________________ Sept.30, December 31, ___2003___ ____2002____ ______________ASSETS________________ Current Assets Cash and cash equivalents $ 403,119 $ 376,425 Mortgage loans held for sale 2,151,409 4,742,984 Prepaid expenses & other current assets 59,738 61,798 Total Current Assets 2,614,266 5,181,207 Restricted Cash 39,000 - Land Development Costs - 163,590 Property & Equipment, net of accumulated depreciation & amortization 8,552 2,178 Total Assets 2,661,818 5,346,975 __LIABILITIES AND STOCKHOLDERS' EQUITY__ Current Liabilities: Warehouse finance facility 2,098,364 4,651,301 Current maturities of notes payable 25,000 152,945 Deferred income 10,937 11,637 Accounts payable, accrued expenses and other current liabilities 167,901 179,420 Total Current Liabilities 2,302,202 4,995,303 Notes Payable Net of Current Maturities 10,565 18,064 __Commitments and Contingencies__ Stockholders' Equity: Series B Cumulative Convertible Participating Preferred stock, no par value; 300,000 shares authorized, 25,000 shares issued and outstanding (liquidation preference $25,000) 25,000 25,000 Series A Cumulative Convertible Participating Preferred Stock, no par value; 600,000 shares authorized, 210,000 issued and outstanding (liquidation preference $210,000) 205,000 205,000 Common stock, no par value; 10,000,000 shares authorized, 1,316,989 issued and 1,295,970 outstanding 3,852,825 3,852,825 Additional paid in capital 231,207 231,207 Accumulated deficit (3,893,836) (3,909,279) Subtotal 420,196 404,753 Treasury Stock, 21,019 shares at cost (71,145) (71,145) Total Stockholders' Equity 349,051 333,608 Total Liabilities and Stockholders' Equity 2,661,818 5,346,975 See Accompanying Notes to Consolidated Financial Statements. -2- AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) _______________________________________________________________________________ For the Three Months For the Nine months ___Ended Sept. 30 Ended Sept. 30, __2003__ __2002__ __2003__ __2002__ Revenues: Mortgage origination fees $ 326,651 $ 385,595 $1,526,678 $ 818,106 Land Sales - - 175,000 - Application and commitment fees 9,372 4,918 45,292 18,788 Mortgage interest income 72,250 97,399 362,513 294,834 Total revenues 408,273 487,912 2,109,483 1,131,728 Expenses: Employee compensation & benefits 86,697 79,261 267,880 267,463 Commissions 197,287 249,075 945,598 553,719 Other expenses 115,242 101,983 421,347 328,340 Land development costs - - 186,765 - Interest expense 55,073 48,631 248,030 123,803 Total expenses 454,299 478,950 2,069,620 1,273,325 Income/(Loss) from operations (46,026) 8,962 39,863 (141,597) Other income/(expense) (7,523) 626 (6,795) 2,539 Unrealized loss on financial instruments (8,000) - (8,000) - Other income 477 626 1,205 2,539 Total other income(expense) (7,523) 626 (6,795) 2,539 Income/(Loss) before benefit from income taxes (53,549) 9,588 33,068 (139,058) Benefit from income taxes (7,460) - - - Net Income/(Loss) (46,089) 9,588 33,068 (139,058) Dividends on Preferred Stock 5,875 5,250 17,625 15,285 Earnings/(Loss) Attributable to Common Stockholders (51,964) 4,338 15,443 (154,343) Earnings/(Loss) Per Common Share Basic $(0.04) $ 0.00 $ 0.01 $(0.12) Diluted $(0.04) $ 0.00 $ 0.01 $(0.12) Weighted Average Number of Shares Of Common Stock outstanding: Basic 1,295,970 1,295,970 1,295,970 1,295,970 Diluted 1,295,970 1,295,970 1,295,970 1,295,970 See Acompanying Notes to Consolidated Financial Statements. -3- AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) ______________________________________________________________________________ For the Nine Months Ended _Sept. 30, 2003_ _Sept. 30, 2002_ Cash flows from operating activities: Net Income/(loss) $ 33,068 $ (139,058) Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: Depreciation and amortization 2,012 2,585 Unrealized loss on financial instruments 8,000 - Changes in assets & liabilities: Mortgage loans held for sale 2,591,575 1,018,034 Prepaid expenses & other current assets 7,060 42,758 Land development costs 163,590 (2,589) Warehouse finance facility (2,552,937) (996,627) Deferred income (700) (6,973) Accounts payable, accrued expenses and other current liabilities (17,394) 6,461 Net cash provided by/(used in)operating activities 234,274 (75409) Cash flows from investing activities: Purchases of fixed assets (8,386) (540) Purchase of securities (13,000) - Increase in restricted cash (39,000) - Net cash used in investing activities (60,386) (540) Cash flows from financing activities: Payments of notes payable (135,444) (14,854) Proceeds from issuance of Preferred Stock - 55,000 Payment of Preferred Stock Dividends (11,750) (15,285) Net cash (used in)/provided by financing activities (147,194) 24,861 Net increase/(decrease) in cash and cash equivalents 26,694 (51,088) Cash and cash equivalents at beginning of period 376,425 298,319 Cash and cash equivalents at end of period $ 403,119 $ 247,231 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for: Interest $ 255,334 $ 125,613 Income taxes - - Supplemental schedule of non-cash investing and financing activities: Accrued dividend charged to accumulated deficit $ 5,875 $ - See Accompanying Notes to Consolidated Financial Statements. -4- AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) _____________________________________________________________________________ 1. BACKGROUND AND BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying consolidated financial statements of American Asset Management Corporation and subsidiaries (the "Company") are unaudited. In the opinion of management, all adjustments and intercompany eliminations necessary for a fair presentation of the results of operations have been made and were of a normal recurring nature. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto contained in the Companys 2002 Annual Report on Form 10-KSB. Reference is made to the Companys annual financial statements for the year ended December 31, 2002, for a description of the accounting policies which have been continued without change. Also refer to the footnotes within those annual statements for additional details of the Company's financial condition, results of operations and changes in cash flows. The details in those notes have not changed except as a result of normal transactions in the interim. The results of the three and nine months ended September 30, 2003 are not necessarily indicative of the results of the full year. 2. EARNINGS/(LOSS) PER SHARE Basic EPS and Diluted EPS for the three and nine month periods ended September 30, 2003 and 2002 have been computed by dividing the net income(loss) attributable to common stockholders for each respective period by the weighted average shares outstanding during that period. All outstanding 10% Series A and B, Cumulative Participating Preferred Stock and options have been excluded from the computation of Diluted EPS as they are antidilutive. 3. SEGMENT REPORTING The Company has two primary operating segments including originating and selling loans secured primarily by first mortgages on one-to-four family residential properties (CFC) and real estate development (AADC). Segment selection was based upon the nature of operations as determined by management and all of the operations of these segments are conducted in New Jersey. Certain selected financial information of these segments is described below: CFC AADC Parent Total Sept. 30, 2003 Revenues $1,934,483 175,000 - $2,109,483 Segment Profit (Loss) 144,597 (23,080) (88,449) 33,068 Net identifiable assets $2,649,606 $ 11,628 $ 584 $2,661,818 CFC AADC Parent Total Sept. 30, 2002 Revenues $1,131,728 - - $1,131,728 Segment Profit (Loss) (18,567) (368) (120,123) (139,058) Net identifiable assets $2,666,582 $ 172,239 $ 3,149 $2,841,970 4. CASH EQUIVALENTS Cash and cash equivalents include cash on hand and in the bank as well as short-term securities held for the primary purpose of general liquidity. Such securities normally mature within three months from the date of acquisition. 5. RESTRICTED CASH In conjunction with the sale of its remaining land lot, the Company was required to deposit $39,000 of the proceeds into a restricted escrow account to secure an outstanding letter of credit for the same amount. The letter of credit expires in December 2003. 6. DERIVATIVE INSTRUMENTS All derivative instruments are reported on the balance sheet at fair value, and changes in derivatives fair values are recognized currently in earnings unless specific hedge criteria are met. 7. WAREHOUSE LINE OF CREDIT In April 2003, the Company increased its existing warehouse line of credit to $10,000,000. Funds from this line of credit are used for short-term financing of mortgage loans held for sale, and are secured by residential mortgage loans and a personal guarantee of the Companys President. 8. INCOME TAXES Income taxes for the three and nine months ended September 30, 2003 and 2002 were different than the expected tax determined by applying the statutory federal income tax rate to income (loss) before provision for (benefit from) income taxes. The reasons for this difference were primarily due to benefits from the utilization of federal net operating loss carryforwards. 9. SUBSEQUENT EVENT In October 2003, the Companys treasury stock was sold for $11,936 through the process of the State of New York remitting the proceeds of escheated shares back to the Company. The proceeds were applied directly to the note payable. Item 2. AMERICAN ASSET MANAGEMENT CORPORATION AND SUBSIDIARIES MANAGEMENTS DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS ____________________________________________________________________________ Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements which are not historical facts contained in this report on Form 10-QSB are forward looking statements that involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance of achievements expressed or implied by such forward looking statements. Such factors, include, but are not limited to, those relating to competition, the ability to successfully market new mortgage products and services, the economic conditions in the markets served by the Company, the ability to hire and retain key personnel and other risks detailed in the Companys other filings with the Securities and Exchange Commission. The words believe, anticipate, expect, intend and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002. Total revenues for the three months ended September 30, 2003 were $408,273 compared to $487,912 for the three months ended September 30, 2002, a decrease of $79,639 or approximately 16.3%. The decrease was primarily attributable to a decrease in mortgage origination fees of $58,934 or approximately 15.3%, to $326,651 from $385,585 during the comparable 2002 period. Mortgage interest income decreased by $25,149 or approximately 25.8% to $72,250 from $97,399. The reduction in fees and income were partially offset by an increase in application and commitment fee income of $4,454 or approximately 90.6% to $9,372 from $4,918 during the comparable 2002 period. The decrease in interest income is attributable to decreases in mortgage interest received on loans that were owned and being warehoused by the Company due to lower rates of interest prevailing during the period. This was partially offset to a lesser extent by an increase in the number of mortgage applications and commitment fees received during the period. The increase in applications and commitment fees was a direct result of the Company receiving a greater amount of applications and borrowers accepting a greater amount of commitments from the Company during the period. The Company raised application and commitment fees charged to borrowers during the period while it eliminated certain other fees it was charging to borrowers, such as overnight mail expenses and attorney review fees. The net effect of increased applications and accepted commitments provided the Company with increased application and commitment fee income while it reduced the overall costs associated with each loan which the Company believes made it more competitive in the marketplace. In addition, the consolidation and simplification of fees charged to borrowers has allowed the Company to reduce the risks associated with the potential for being out of compliance with required disclosures such as the Good Faith Disclosure and other similar disclosures. The Company continued to see a large percentage of its business in mortgage refinance applications due to lower interest rates as compared to interest rates prevalent in prior years. The Company also continued focusing its efforts on expanding its wholesale business. During the three month period ended September 30, 2003, the Company received the majority of its wholesale mortgage applications from one of its wholesale mortgage customers. The Company has a goal of selling pools of mortgages, also referred to as bulk sales, to institutional and other investors rather than one at a time sales as it presently conducts its business. The Company believes it can negotiate greater revenues per mortgage sold by this pooling method. The Company also believes there are numerous entities that it may make bulk sales to. Further, the Company believes, though there can be no assurance, that through pooling it can increase its wholesale customers and business volume as a result of being able to offer better competitive rates and higher compensation to its wholesale customers while still increasing its net revenues per loan on a percentage basis. During the three months ended September 30, 2003, the Company received 56 mortgage loan applications for processing from borrowers aggregating approximately $11,812,741 as compared to 111 mortgage loan applications in an aggregate of approximately $25,612,152 in the comparable 2002 period. Of the 56 loans originated during the three months ended September 30, 2003, 24 loans or approximately 42.9% of the total were refinance applications and 32 loans or approximately 57.1% of the total were purchase applications. Included in the purchase mortgage amounts are 5 second mortgages which aggregate approximately $180,020 as compared to 9 second mortgage applications received during the comparable 2002 period which aggregated approximately $561,400 and 5 FHA insured mortgage loans which aggregate approximately $680,406 as compared to 3 FHA insured loans received during the comparable 2002 period. During the three months ended September 30, 2003, the Company closed 51 residential mortgage loans in the principal amount of $10,068,105 compared to 60 loans closed in the principal amount of $14,343,446 in the three months ended September 30, 2002. At September 30, 2003, the Company had approximately 42 residential mortgage loan applications in process in the principal amount of $10,008,550 compared to 83 residential mortgage loan applications in process in the principal amount of $17,890,735, at September 30, 2002. Of the 42 applications, 22, or 52.4% were purchase mortgages and 20, or approximately 47.6% were refinance applications. The Company has experienced a significant eduction in refinance applications during the period ended September 30, 2003 as a result of a sharp increase in mortgage interest rates which occurred during June 2003. While interest rates are still low, it seems unlikely that interest rates will again see the lows set in early June 2003. Purchase mortgage demand remains strong although any further increase in interest rates will likely lessen the demand for purchase mortgages. Any further increase in interest rates will especially reduce the amount of refinance mortgages in the future. Total expenses for the three months ended September 30, 2003 were $454,299 a decrease of $24,651 or approximately 5.1% from $478,950 in the comparable 2002 period primarily due to a reduction of $51,788, or approximately 20.8%, in commissions paid from $249,075 in the comparable period in 2002 to $197,287 in the three months ended September 30, 2003. This was offset by an increase in employee compensation resulting from an increase in personnel and the rate of compensation paid and benefits of approximately 9.4% to $86,697 from $79,261 in the comparable 2002 period, an increase of $13,259 in other expenses or approximately 13.0% to $115,242 from $101,983 in the comparable 2002 period and an increase of $6,442 in interest expense or approximately 13.2% to $55,073 from $48,631 in the comparable 2002 period due to longer borrowing time on mortgage warehouse loans owed (This was generally because the institutions which the Company sells its mortgage loans to took longer than normal to review and purchase loans from the Company as they were back-logged with an unprecedented amount of refinance mortgage loans). The Company believes that the institutions it sells its loans to were understaffed to handle the volume. As a percentage of revenues, expenses were approximately 111.3% in the current period compared to approximately 98.2% in the comparable 2002 period. As a result of the foregoing, Preferred Stock dividends of $5,875 and a benefit from income taxes of $7,460, the Companys loss attributable to common stockholders for the three months ended September 30, 2003 was $51,964 or $0.04 per share compared to earnings attributable to common stockholders of $4,338 or $0.00 per common share for the comparable 2002 period. NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002. Total revenues for the nine months ended September 30, 2003 were $2,109,483 compared to $1,131,728 for the comparable 2002 period. The increase in revenue was primarily attributable to an increase in mortgage origination fees to $1,526,678 during the 2003 period from $818,106 in the comparable 2002 period, an increase of $67,679 or approximately 23.0% in mortgage interest income to $362,513 from $294,834 in the comparable 2002 period, an increase in mortgage application and commitment fees of $26,504 to $45,292 from $18,788 in the comparable 2002 period, and an increase of $175,000 in revenues in land sales during the 2003 period compared to no revenues from land sales during the comparable 2002 period. The effect of lower interest rates during the nine month 2003 period had a positive effect on the Companys business. However, there can be no assurance that interest rates will decline from current levels or that they will not rise from present levels. During the nine months ended September 30, 2003, the Company closed 292 residential mortgage loans in the principal amount of $61,477,127 compared to 169 loans closed in the principal amount of $35,304,756 in the nine months ended September 30, 2002. Total expenses for the nine months ended September 30, 2003 were $2,069,620 an increase of $796,295 or approximately 62.5% from $1,273,325 in the comparable 2002 period due to land and development costs during the 2003 period of $186,765 as compared to an absence of land development costs during the same period in 2002, an increase in interest expense of $124,227 to $248,030 from $123,803, or approximately 100.3% during the same period in 2002 due to a longer warehouse borrowing length of time resulting in a high amount of interest charged on a larger amount of borrowed money due to the additional amount of closings during the period, an almost identical expense in employee compensation and benefits to $267,880 from $267,463 during the same period of 2002, an increase in other expenses of $93,007 to $421,347 from $328,340 in the same period of 2002, and an increase in commissions of $391,879 or approximately 70.8% to $945,598 from $553,719 during the same period of 2002 due to a higher amount of mortgage closing volume during the period. As a percentage of revenues, expenses were approximately 98.1% in the current period compared to approximately 112.5% in the comparable 2002 period. As a result of the foregoing and the payment of Preferred Stock dividends of $17,625, the Companys earnings attributable to common stockholders for the nine months ended September 30, 2003 was $15,443, or $0.01 per common share, compared to a loss attributable to common stockholders of $154,343 or $0.12 per common share for the comparable 2002 period. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2003, the Company had cash and cash equivalents of $403,119 compared to $376,425 at December 31, 2002, an increase of $26,694 or approximately 7.1%. This increase is attributable to net cash provided by its operating activities of $234,274, that was primarily offset by net cash used in financing activities of $147,194 and net cash used in investing activities of $60,386. The Company utilizes one $10,000,000 warehouse line of credit for its daily mortgage loan funding operations. Interest on this line of credit is charged at the rate of Wall Street Journal Prime Rate plus one and one half percent and expires on March 31, 2004. Whenever possible the Company employs its available cash to fund mortgage loans which generate mortgage interest income, as well as save interest costs and other fees associated with utilizing its warehouse credit line. The warehouse line enables the Company to borrow funds secured by residential mortgage loans which will be temporarily accumulated or warehoused and then sold. At September 30, 2003, the Company had borrowed $2,098,364 from its warehouse line of credit representing approximately $2,151,409 in closed loans ready for sale. In October 2003, the Company was notified by one of its primary institutional mortgage bankers which it sells loans to that the institution will no longer purchase loans on properties in New Jersey as a direct result of a new New Jersey State law which will go into effect on November 27, 2003. The law, called, The New Jersey Home Ownership Security Act of 2002, will cover most of the residential loans originated in the state and deal primarily with lender fees and lender liability including secondary market lenders. The Company, as well as other mortgage banking companies who do business in New Jersey, has been notified by numerous institutional purchasers of mortgage loans originated in New Jersey, that the language contained in the new law is unacceptable to them in its present form. There can be no assurance that the law will be modified from its present language and if not changed, will have a serious impact on the Companys ability to sell loans in the secondary market. As a result of the anticipated adverse impact on its business resulting from the new law, the Company is currently re-evaluating its future operational plans. The Company estimates that it will require additional capital in order to successfully implement its future operational plans beyond January 2004. As a result, the Company is seeking additional capital through, among other means, an infusion of noncollateralized loans and the sale of additional equity in the Company. However, there can be no assurance that the Company will be able to obtain additional capital on terms acceptable to the Company, if at all. Item 3. Controls and Procedures. An evaluation was carried out under the supervision and with the participation of the Companys management, including the Chief Executive Officer (CEO) who also serves as the Chief Financial Officer (CFO), of the effectiveness of the Companys disclosure controls and procedures as of the end of the quarter ended September 30, 2003. Based on that evaluation, the CEO/CFO has concluded that the Companys disclosure controls and procedures are effective to provide reasonable assurance that all information required to be disclosed by the Company in reports that it files or submits under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. In addition, during the quarter ended September 30, 2003 there were no changes in the Companys internal controls over financial reporting that have materially affected or are reasonable likely to materially affect its internal controls over financial reporting. PART II OTHER INFORMATION Item 1. Legal Proceedings Reference is made to Part 1 - Item 3 contained in the Company's 10-KSB for the year ended December 31, 2002 for further information relating to the pending action commenced against, among others, the Company and its President described below. The action, which commenced in March 1999 in the Chancery Division of the Superior Court of New Jersey, Union County, the plaintiffs allege that the Company aided and abetted a former director in converting the assets of two New Jersey limited liability companies (the "LLC's") by accepting loans and Payments from the LLC's and the former director and repaying the loans to the former director in the form of cash and Company stock. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 31 Certification of Chief Executive and Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Chief Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) No Reports on Form 8-K were filed during the quarter ended September 30, 2003. 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. AMERICAN ASSET MANAGEMENT CORPORATION (Registrant) Date: November 18, 2003 By:_s/Richard G. Gagliardi__________ Richard G. Gagliardi Chairman, President and Chief Executive Officer (Principal Executive and Financial Officer)