JENKON INTERNATIONAL INC
10QSB/A, 2000-05-19
COMPUTER PROGRAMMING SERVICES
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<PAGE>

                        SECURITIES & EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended December 31, 1999

[ ] TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (No Fee Required)

Commission File No. 000-24637

                           JENKON INTERNATIONAL, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)

                      Delaware                            91-1890338
         ----------------------------------------------------------------
         State or other jurisdiction of                I.R.S. Employer
         incorporation or organization                 Identification No.

7600 N.E. 41st Street, Suite 350, Vancouver, Washington           98662
- -------------------------------------------------------------------------
Address of principal executive office                            Zip Code

Issuer's telephone number:  (360) 256-4400
                         ---------------------

Check whether the issuer has (1) filed all reports required by Section 13 or
15(d) of the Exchange Act during the past 12 months, and (2) been subject to
such filing requirements for the past ninety (90) days.  Yes   X    No
                                                            ------     -----

As of May 15, 2000, 5,513,732 shares of Common Stock were outstanding.


<PAGE>

                   JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

         THIS REPORT ON FORM 10-QSB/A CONSTITUTES AMENDMENT NO. 1 TO THE
         REGISTRANT'S REPORT ON FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31,
         1999, AND AMENDS IN ITS ENTIRETY PART I, ITEMS 1 AND 2, AND PART II,
         ITEM 6 OF SUCH REPORT AS ORIGINALLY FILED FEBRUARY 22, 2000. SEE
         NOTE 7 OF NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR A DISCUSSION
         OF THE BASIS FOR SUCH AMENDMENTS.

                          PART I - FINANCIAL STATEMENTS

         ITEM 1. FINANCIAL STATEMENTS:

                  CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1999 (UNAUDITED)

                  UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE
                     MONTHS ENDED DECEMBER 31, 1999 AND 1998

                  UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS FOR SIX MONTHS
                     ENDED DECEMBER 31, 1999 AND 1998

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF
                 OPERATIONS

                           PART II - OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS

         ITEM 5. OTHER INFORMATION

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


<PAGE>


                   JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                     December 31,
                                                                                         1999
- -----------------------------------------------------------------------------------------------------
                                                                                      (Unaudited)
<S>                                                                                   <C>
ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                                         $  3,122,788
    Short-term investments                                                                 306,376
    Trade receivables                                                                    1,246,405
    Other receivables                                                                      356,143
    Inventory                                                                              650,000
    Net assets of discontinued operations                                                  453,222
- -----------------------------------------------------------------------------------------------------

Total current assets                                                                     6,134,934

PROPERTY AND EQUIPMENT, net                                                                242,849
LONG TERM RECEIVABLES, net                                                                 703,249
OTHER ASSETS, net                                                                        1,213,338
- -----------------------------------------------------------------------------------------------------

Total assets                                                                          $  8,294,370
=====================================================================================================
</TABLE>
<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

                            CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                               1999
- ------------------------------------------------------------------------------------------------------------
                                                                                           (Unaudited)
<S>                                                                                         <C>
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Short-term bank credit and current maturities of
      long-term liability                                                                   $     865,234
    Accounts payable                                                                              393,596
    Other accrued liabilities                                                                     109,400
    Convertible debt, net of original issue discount of
      $3,825,377                                                                                  674,623
    Amount due to a company under common control                                                  677,072
- ------------------------------------------------------------------------------------------------------------

Total current liabilities                                                                       2,719,925

Long-term liabilities
    Accrued severance payment                                                                     145,000
    Notes payable, net of current portion                                                       1,120,271
- ------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                               3,985,196

COMMITMENTS AND CONTINGENCIES

REDEEMABLE PREFERRED STOCK, SERIES B, par value
     $.001, 1,208,000 shares issued and outstanding, liquidation
     preference of $10 per share                                                                3,421,966
REDEEMABLE PREFERRED STOCK, SERIES C, par value
     $.001, 1,208,000 shares issued and outstanding, liquidation
     preference of $10 per share                                                                3,421,967

STOCKHOLDERS' DEFICIT
    Common stock, par value $.001; 20,000,000 shares authorized;
      5,633,398 shares issued, 5,476,944 shares outstanding                                         5,633
    Additional paid-in-capital                                                                  2,759,433
    Stock subscriptions receivable                                                                 (8,500)
    Rights in products acquired from a company under
      Common control                                                                           (1,750,000)
    Foreign currency translation                                                                  (13,119)
    Accumulated deficit                                                                        (3,188,206)
    Treasury stock, at cost, 156,454 shares                                                      (340,000)
- ------------------------------------------------------------------------------------------------------------

Total stockholders' deficit                                                                    (2,534,759)
- ------------------------------------------------------------------------------------------------------------

Total liabilities, redeemable preferred stock and stockholders' deficit                     $   8,294,370
============================================================================================================
                                                 SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>



<PAGE>

                   JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

THREE MONTHS ENDED DECEMBER 31,                                                      1999                1998
- ---------------------------------------------------------------------------------------------------------------------
                                                                                  (Unaudited)          (Unaudited)
<S>                                                                              <C>                  <C>
NET SALES FROM PRODUCTS, SERVICES AND MARKETING
   RIGHTS                                                                          $   878,051        $    502,627

COST OF REVENUES                                                                       551,900             278,328
- ---------------------------------------------------------------------------------------------------------------------

GROSS PROFIT                                                                           326,151             224,299

OPERATING EXPENSES
   Product research, development and enhancements                                    1,395,177             162,816
   Selling, general and administration                                                 501,461             145,500
   Acquisition expense                                                                 116,563                   -
   Goodwill expense                                                                     10,196                   -
- ---------------------------------------------------------------------------------------------------------------------

Total operating expenses                                                             2,023,397             308,316
- ---------------------------------------------------------------------------------------------------------------------

LOSS FROM CONTINUING OPERATIONS                                                     (1,697,246)            (84,017)

OTHER EXPENSE
   Interest expenses, net                                                             (661,334)             (2,799)
- ---------------------------------------------------------------------------------------------------------------------

LOSS BEFORE INCOME TAX AND DISCONTINUED OPERATIONS                                  (2,358,580)            (86,816)

PROVISION FOR INCOME TAX                                                                     -                   -
- ---------------------------------------------------------------------------------------------------------------------

LOSS BEFORE DISCONTINUED OPERATIONS                                                 (2,358,580)            (86,816)

LOSS FROM DISCONTINUED OPERATIONS, net of income tax                                   (98,123)                  -
- ---------------------------------------------------------------------------------------------------------------------

NET LOSS                                                                           $(2,456,703)       $    (86,816)
=====================================================================================================================

BASIC AND DILUTED LOSS PER SHARE
   Loss before discontinued operations                                             $     (1.68)       $      (0.28)
   Discontinued operations                                                               (0.07)                 -
- ---------------------------------------------------------------------------------------------------------------------

NET LOSS PER SHARE                                                                 $     (1.75)       $      (0.28)
- ---------------------------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
   Basic and diluted                                                                 1,401,349             312,558
=====================================================================================================================
                                                         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>

<PAGE>


                JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


SIX MONTHS ENDED DECEMBER 31,                                        1999                1998
- -----------------------------------------------------------------------------------------------------
                                                                  (Unaudited)        (Unaudited)
<S>                                                            <C>                <C>
NET SALES FROM PRODUCTS, SERVICES AND MARKETING
  RIGHTS                                                       $     1,266,838    $        740,743

TOTAL COST OF REVENUES                                                 644,903             388,099
- -----------------------------------------------------------------------------------------------------

GROSS PROFIT                                                           621,935             352,644

OPERATING EXPENSES
   Product research, development and enhancements                    1,434,360             311,196
   Selling, general and administration                                 635,238             216,786
   Acquisition expense                                                 116,563                   -
   Goodwill expense                                                     10,196                   -
- -----------------------------------------------------------------------------------------------------
Total operating expenses                                             2,196,357             527,982
- -----------------------------------------------------------------------------------------------------

LOSS FROM CONTINUING OPERATIONS                                     (1,574,422)           (175,338)

OTHER EXPENSE
   Interest expenses, net                                             (723,888)             (9,980)
- -----------------------------------------------------------------------------------------------------

LOSS BEFORE INCOME TAX AND DISCONTINUED OPERATIONS                  (2,298,310)           (185,318)

PROVISION FOR INCOME TAX                                                     -                   -
- -----------------------------------------------------------------------------------------------------

LOSS BEFORE DISCONTINUED OPERATIONS                                 (2,298,310)           (185,318)

LOSS FROM DISCONTINUED OPERATIONS, net of income taxes                 (98,123)                  -
- -----------------------------------------------------------------------------------------------------

NET LOSS                                                       $    (2,396,433)           (185,318)
=====================================================================================================

BASIC AND DILUTED LOSS PER SHARE

   Loss before discontinued operations                         $         (2.27)   $          (0.59)
   Discontinued operations                                               (0.10)                  -
- -----------------------------------------------------------------------------------------------------

NET LOSS PER SHARE                                             $         (2.37)   $          (0.59)
- -----------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
   Basic and diluted                                                 1,013,233             312,558
=====================================================================================================
                                         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>




<PAGE>


                   JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

INCREASE IN CASH AND CASH EQUIVALENTS

SIX MONTHS ENDED DECEMBER 31,                                        1999              1998
- ---------------------------------------------------------------------------------------------------
                                                                  (Unaudited)      (Unaudited)
<S>                                                            <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                    $    (2,396,433)    $   (185,318)
   Adjustments to reconcile net loss to net cash used in
     operating activities:
     Depreciation and amortization                                      49,062           24,655
     Amortization of original issue discount                           623,703                -
     Change in net assets of discontinued operation                    (50,533)               -
     Loss from discontinued operations                                  98,123                -
     Decrease in other long-term liabilities                                 -           (1,536)
     Stock compensation                                              1,748,508                -
     Increase (decrease) from changes in operating
       assets and liabilities:
       Receivables                                                    (327,592)          56,225
       Long-term receivables                                          (519,811)        (231,458)
       Prepaid and other assets                                       (208,967)          85,175
       Inventories                                                    (100,000)        (244,939)
       Accounts payable                                                327,627          117,398
       Accrued severance                                                68,108           (7,312)
       Other accrued liabilities                                      (199,918)        (111,955)
- ---------------------------------------------------------------------------------------------------
Net cash used in operating activities                                 (888,123)        (499,065)
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property and equipment                                  (71,969)         (90,266)
   Cash acquired in purchase                                           129,154                -
   Deposits                                                           (106,376)               -
- ---------------------------------------------------------------------------------------------------
   Net cash used in investing activities                               (49,191)         (90,266)
- ---------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Short-term credits received, net                                     66,539          137,965
   Loan payments                                                      (329,049)          (2,867)
   Loan proceeds                                                       951,296           19,470
   Proceeds from sale of common stock                                  210,304          645,136
   Decrease in amount due to a company under
     common control                                                          -         (205,381)
   Proceeds from sale of convertible debt, net of costs              3,140,534
- ---------------------------------------------------------------------------------------------------
Net cash provided by financing activities                            4,039,624          594,323
- ---------------------------------------------------------------------------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                            3,102,310            4,992

CASH AND CASH EQUIVALENTS, beginning of period                          20,478                -
- ---------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period                       $     3,122,788            4,992
=====================================================================================================
                                         SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>





<PAGE>

                   JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

1.      STATEMENT OF               On December 16,  1999, Jenkon  International,
        INFORMATION                Inc. ("Jenkon") acquired all the outstanding
        FURNISHED                  common stock of Multimedia Kid -
                                   Intelligence in Education Ltd. (an
                                   Israeli corporation) ("MMKid"). The
                                   acquisition has been accounted for as a
                                   reverse acquisition. Accordingly the
                                   historical financial statements prior to
                                   December 16, 1999 are those of MMKid and
                                   Jenkon's operations are included from
                                   December 16, 1999 through December 31, 1999.

                                   In the opinion of management the accompanying
                                   unaudited financial statements contain all
                                   adjustments (including normal and recurring
                                   accruals) necessary to present fairly the
                                   financial position as of December 31, 1999,
                                   and the results of operations and cash flows
                                   for the three and six month periods ended
                                   December 31, 1999 and 1998. These results
                                   have been determined on the basis of
                                   generally accepted accounting principles and
                                   practices.

                                   The results of operations for the three and
                                   six month periods ended December 31, 1999 are
                                   not necessarily indicative of the results to
                                   be expected for any other period or for the
                                   entire year.

                                   Certain information and footnote disclosures
                                   normally included in financial statements
                                   presented in accordance with generally
                                   accepted accounting principles have been
                                   condensed or omitted. MMKid's audited
                                   financial statements and notes for the years
                                   ended December 31, 1998 and 1997 were
                                   filed in the Form 8-K/A on February 28, 2000.

                                   A transition Form 10-K for MMKid for the six
                                   months ended June 30, 1999 was filed on
                                   March 30, 2000.

2.      BUSINESS AND REVENUE       MMKid develops educational systems for
        RECOGNITION                kindergartens, schools, special education,
                                   management training and enrichment centers.
                                   MMKid's computer-based systems combine
                                   interactive software, playful didactic aides
                                   and unique electronic interfaces. MMKid's
                                   products are used to create educational,
                                   three dimensional computerized environments
                                   that combine physical components such as
                                   wooden blocks, task cards, worksheets and
                                   books with computer-based technologies.

                                   MMKid derives revenue primarily from the sale
                                   of Multimedia K.I.D. interactive learning
                                   systems and Action K.I.D. systems (an
                                   interactive learning center for children
                                   which is comprised of a physical wooden
                                   playground-like structure with activity
                                   points that provide electronic feedback to
                                   children).

                                   Revenue from the sale of Multimedia K.I.D.
                                   systems is recognized at shipment. Revenue
                                   from the sale of Action K.I.D. systems are
                                   recognized when accepted by the customer.

<PAGE>

              JENKON INTERNATIONAL, INC. AND SUBSIDIARIES


3.      EARNINGS (LOSS) PER        The Company computes loss per common share
        COMMON SHARE               under SFAS No. 128, "Earnings Per Share,"
                                   which requires presentation of basic and
                                   diluted earnings (loss) per share. Basic
                                   earnings (loss) per common share is computed
                                   by dividing income or loss available to
                                   common shareholders by the weighted average
                                   number of common shares outstanding for the
                                   reporting period. Diluted earnings (loss)
                                   per common share reflects the potential
                                   dilution that could occur if securities or
                                   other contracts, such as stock options, to
                                   issue Common Stock were exercised or
                                   converted into Common Stock. Common stock
                                   equivalents from options, convertible debt,
                                   and preferred stock of 29,053,382 shares
                                   have not been included in the computation of
                                   diluted loss per common share as the effect
                                   would be antidilutive.

                                   As a result of the December 16, 1999 reverse
                                   acquisition, Jenkon issued 840,000 shares of
                                   Common Stock in exchange for 5,375 shares of
                                   MMKid Common Stock. This has been treated as
                                   a stock split of 156.28 for 1 and is
                                   retroactively reflected for all periods
                                   presented.

4.      ACQUISITION AND            On December 16, 1999, Jenkon entered into a
        DISCONTINUED               Stock Exchange Agreement and Plan of
        OPERATIONS                 Reorganization (the "Agreement") with MMKid
                                   and the holders of all MMKid's capital
                                   stock, to purchase all the outstanding
                                   capital stock of MMKid in exchange for
                                   840,000 shares of Common Stock, 1,208,000
                                   shares of Series B Preferred Stock, and
                                   1,208,000 shares of Series C Preferred
                                   Stock. The acquisition has been accounted
                                   for as a reverse acquisition and accordingly
                                   the outstanding stock of Jenkon at December
                                   16, 1999 was valued at approximately
                                   $7,806,000. The Series B and Series C
                                   Preferred Stock will be convertible into an
                                   aggregate of 24,160,000 shares of Jenkon
                                   Common Stock and will have no voting or
                                   conversion rights unless and until the
                                   stockholders of Jenkon have approved the
                                   conversion rights of Series B and Series C
                                   Preferred Stock. Upon stockholder approval,
                                   (i) the Series B Preferred Stock will
                                   automatically convert into 12,080,000 shares
                                   of Common Stock, and (ii) the Series C
                                   Preferred Stock will have voting rights on
                                   an as-converted basis and will be
                                   convertible into an aggregate of 12,080,000
                                   shares of Common Stock at such time as the
                                   revenues of MMKid exceed $1,700,000 for any
                                   12 month period. This revenue amount had
                                   been reached by December 16, 1999. In the
                                   event the annual revenue target is not
                                   reached by December 31, 2001, all of the
                                   Series C Preferred Stock will be cancelled.
                                   Assuming all shares of Series B and Series
                                   C Preferred Stock are converted into Common
                                   Stock, the former stockholders of MMKid
                                   would hold approximately 73% of Jenkon's
                                   fully-diluted Common Stock after taking into
                                   account the Convertible promissory notes
                                   described in Note 5.

<PAGE>


              JENKON INTERNATIONAL, INC. AND SUBSIDIARIES


4.      ACQUISITION AND            In the event that Jenkon does not obtain
        DISCONTINUED               stockholder approval of the grant of
        OPERATIONS                 conversion rights to the Series B and Series
        (CONTINUED)                C Preferred Stock prior to May 31, 2000 (or
                                   such later date as the holders the Series B
                                   and C Preferred Stock may agree), the shares
                                   of Series B and Series C Preferred Stock will
                                   be redeemable at the option of the holders
                                   thereof at a price of $10 per share for a
                                   total redemption price of $24,160,000.

                                   For accounting purposes, the acquisition has
                                   been treated as a reverse acquisition
                                   whereby MMKid acquired Jenkon. The assets
                                   and liabilities of Jenkon have been recorded
                                   at estimated fair market value on the date
                                   of acquisition using the purchase method of
                                   accounting. The combined consolidated
                                   financial statements represent MMKid on a
                                   historical basis with the results of
                                   operations of Jenkon for the period from
                                   December 16, 1999 through December 31, 1999.
                                   At December 16, 1999, the purchase price
                                   exceeded the estimated net assets by
                                   approximately $13,725,300, which has been
                                   recorded as goodwill.

                                   Subsequent to the acquisition, on April 6,
                                   2000, Jenkon's Board of Directors entered
                                   into a Stock Purchase Agreement for the
                                   sale of all its operating assets and
                                   liabilities associated with the software
                                   solutions for network marketing companies
                                   involved in the direct sales industry. In
                                   February 2000, Jenkon's Board of Directors
                                   had a formal plan to dispose of these
                                   operations. In accordance with EITF 95-18,
                                   "Accounting and Reporting for a
                                   Discontinued Business Segment When the
                                   Measurement Date occurs after the Balance
                                   Sheet Date but before the Issuance of
                                   Financial Statements", the discontinued
                                   operations have been reflected in the
                                   financial statements assuming the
                                   discontinued operations were recorded at
                                   the beginning of the period presented. The
                                   combined entity did not recognize a
                                   deferred tax benefit on the loss from
                                   discontinued operations due to a 100%
                                   valuation allowance provided on the
                                   deferred tax assets. The combined entity
                                   anticipates disposing of these operating
                                   assets and liabilities within one year of
                                   the measurement date. The loss on disposal
                                   is estimated to be $12,501,000, which
                                   represents net assets of $500,812,
                                   goodwill of $13,725,300, reduced by
                                   estimated operating losses subsequent to
                                   the discontinued operation measurement
                                   date of approximately $475,000 and accrued
                                   estimated run-off and other disposal costs
                                   of $75,000 less the purchase price of
                                   $1,175,000. In accordance with EITF 87-11,
                                   "Allocation of Purchase Price to Assets to
                                   Be Sold", the loss on disposal of
                                   $11,907,000 has been accounted for as an
                                   adjustment to the purchase price of Jenkon
                                   and reduced goodwill recorded as a result
                                   of the reverse merger. The remaining
                                   goodwill of $1,223,500, after the purchase
                                   price adjustment, is being amortized over
                                   five years on a straight-line basis.

                                   Gross revenues for the discontinued
                                   operations for the three and six months ended
                                   December 31, 1999 were $1,999,300 and
                                   $2,181,700, respectively.

<PAGE>

              JENKON INTERNATIONAL, INC. AND SUBSIDIARIES


                                   The following table reflects unaudited pro
                                   forma combined results of operations of the
                                   combined entity on the basis that the
                                   acquisition had taken place at the beginning
                                   of each period presented:

<TABLE>
<CAPTION>

                                                                    Three months ended       Six months ended
                                                                    December 31, 1999       December 31, 1999
                                  ---------------------------------------------------------------------------------
                                  <S>                               <C>                     <C>
                                  Revenues                              $        878,000        $     1,267,000
                                  Net loss                                    (2,457,000)            (2,396,000)
                                  Net loss per common share                        (1.75)                 (2.37)
                                  =================================================================================
</TABLE>

                                   The net asset of discontinued operations
                                   as of December 31, 1999 consisted of the
                                   following.

<TABLE>
<S>                                                                     <C>
                                   Current assets                       $   919,000
                                   Other assets                           1,236,000
                                                                        ------------
                                     Total assets                         2,155,000
                                   Current liabilities                   (1,699,000)
                                   Other liabilities                         (3,000)
                                                                        ------------
                                     Total liabilities                   (1,702,000)
                                                                        ------------
                                     Net assets                         $   453,000
                                                                        ============
</TABLE>

                                   In management's opinion, the unaudited pro
                                   forma combined results of operations are not
                                   indicative of the actual results that would
                                   have occurred had the acquisition been
                                   consummated at the beginning of the period.

5.      PRIVATE PLACEMENT          On December 16, 1999, Jenkon completed a
                                   private placement of an aggregate of
                                   $4,500,000 of Convertible Promissory Notes,
                                   of which $3,735,000 was collected on
                                   December 16, 1999. Such Notes are unsecured
                                   and bear interest at an annual rate of 12%
                                   from and after January 1, 2000 and are due
                                   and payable in full on or before June 1,
                                   2000. Accrued interest was paid on February
                                   1, 2000 and March 1, 2000. Accrued interest
                                   from March 1, 2000 through conversion will
                                   be payable in stock at maturity.

                                   The principal balance of the Notes are
                                   automatically converted into Common Stock of
                                   the Company at a conversion rate of $1.00 per
                                   share at such time as the Jenkon's
                                   stockholders have approved the issuance of
                                   such conversion shares.

                                   Original issue discount of $4,500,000 has
                                   been recorded for the difference between the
                                   reported market price of Jenkon's Common
                                   Stock when the Convertible Promissory Notes
                                   were issued and the Convertible Promissory
                                   Notes conversion price of $1.00 per share.
                                   The original issue discount is being
                                   amortized on a straight-line basis from
                                   the issue date to the expected date the
                                   Notes are to be converted and reported as
                                   interest expense in the statement of
                                   operations.

6.      INCOME TAXES               Due to the significant operating losses
                                   incurred by the Company for the six month
                                   period ended December 31, 1999 and 1998, the
                                   Company has recorded a 100% valuation
                                   allowance on its net deferred tax assets
                                   since management cannot determine whether it
                                   is more likely than not that the deferred
                                   tax assets may be realized.

7.      RELATED PARTY              In December 1999, the Company agreed to
        TRANSACTIONS               forgive a receivable due from an officer of
                                   $116,563. This amount is recorded as
                                   acquisition expense on the consolidated
                                   statement of operations.

                                   During December 1999, MMKid issued 300
                                   shares of its stock to an officer of the
                                   Company. The shares converted into Jenkon
                                   Common and Preferred Stock upon the date
                                   of acquisition as further described in
                                   Notes 1 and 4. As a result, MMKid recorded
                                   a non-cash expense of $1,748,508 as
                                   compensation expense. This compensation
                                   expense was allocated in accordance with
                                   the general allocation of the officer's
                                   salary. The allocation resulted in an
                                   increase in cost of revenues of
                                   approximately $175,000, research and
                                   development expenses of approximately
                                   $1,172,000 and selling, general and
                                   administrative expenses of approximately
                                   $402,000.

                                   Also, prior to the acquisition, MMKid
                                   issued 1,175 shares of its stock to an
                                   outside advisor. These shares converted
                                   into 500,000 shares of Jenkon Preferred
                                   Series B and C Stock and resulted in an
                                   acquisition cost of approximately
                                   $5,539,900. This amount was capitalized as
                                   part of the overall purchase price and
                                   resulted in additional goodwill (Note 4).

<PAGE>

              JENKON INTERNATIONAL, INC. AND SUBSIDIARIES


                                   During December 1999, the company paid to
                                   Jenetek, LLC, a Company owned and operated by
                                   a Board Member of the Company, consulting
                                   fees above and beyond the monthly amount set
                                   forth in the consulting agreement.

8.      FINANCIAL VIABILITY        The Company's consolidated financial
                                   statements have been prepared on a going
                                   concern basis, which contemplates continuity
                                   of operations, realization of assets and the
                                   liquidation of liabilities in the normal
                                   course of business. The appropriateness of
                                   using the going concern basis is dependent
                                   upon, among other things, the adequate
                                   resolution of the Company's near and long
                                   term liquidity needs. Although the Company
                                   raised capital through the private placement
                                   described above, it has and continues to
                                   experience negative cash flow. The Company's
                                   ability to continue as a going concern may
                                   be dependent on its ability to raise future
                                   capital and generate positive cash flow from
                                   operations. The consolidated financial
                                   statements do not include any adjustments
                                   relating to the Company's ability to
                                   continue as a going concern.

                                   In the event the shareholders approve the
                                   conversion of the Series B and C preferred
                                   stock and the convertible promissory notes,
                                   the Company believes it will have sufficient
                                   capital to meet its cash flow requirements
                                   for at least the next twelve months.

9.      FUNCTIONAL CURRENCY        The currency of the primary economic
                                   environment in which the operations of the
                                   Company are conducted is the U.S. dollar and
                                   Management therefore considers the
                                   functional currency to be the U.S. dollar.

10.     INVENTORY                  Inventory is valued at the lower of cost or
                                   market on a FIFO (first in, first out) basis
                                   and the balance at December 31, 1999 is as
                                   follows:

<TABLE>
                                   <S>                            <C>
                                   Raw materials                   $360,000
                                   Work in process                  210,000
                                   Finished goods                    80,000
                                                                   --------
                                                                   $650,000
                                                                   ========
</TABLE>


11.     SHORT-TERM INVESTMENTS    Short-term investments are deposits with banks
                                  that have an initial maturity of three months
                                  or less.
<PAGE>

12.     PROPERTY AND EQUIPMENT    Property and equipment are stated at cost and
                                  are depreciated on a straight-line basis over
                                  their estimated useful lives which range from
                                  approximately 3 to 15 years. Leasehold
                                  improvements are amortized on a straight line
                                  basis over the shorter of their lease term or
                                  estimated useful lives.

                                  The balance at December 31, 1999 is as
                                  follows:

<TABLE>
                                  <S>                                  <C>
                                  Computer equipment                   $230,775
                                  Furniture and fixtures                 69,560
                                  Machinery                              16,917
                                  Vehicles                               51,340
                                                                       --------
                                                                        368,592
                                  Less accumulated depreciation         125,743
                                                                       --------
                                                                       $242,849
                                                                       ========
</TABLE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Company's Consolidated Financial Statements and notes thereto included elsewhere
in this Form 10-QSB. Except for the historical information contained herein, the
discussion in this Form 10-QSB contains certain forward-looking statements that
involve risks and uncertainties, such as statements of the Company's plans,
objectives, expectations and intentions. The cautionary statements made in this
Form 10-QSB should be read as being applicable to all related forward-looking
statements wherever they appear in this Form 10-QSB. The Company's actual
results could differ materially from those discussed here. Factors that could
cause or contribute to such differences include, without limitation, those
factors discussed below under "Additional Considerations and Risk Factors"
herein.

The unaudited financial statements and the Management's Discussion and Analysis
or Plan of Operations contained in this Form 10-QSB reflect the operations of
MMKid for the six months ended December 31, 1999 and the operations of Jenkon
International, Inc. since December 16, 1999, the date of the acquisition of
MMKid by Jenkon. Because of the change in control, the acquisition of MMKid by
Jenkon was accounted for as a reverse acquisition. Based on such accounting
treatment, MMKid is reported as the surviving entity. The quarter ended December
31, 1998 as well as the portion of the quarter ended December 31, 1999 prior to
December 16, 1999 include the operations of MMKid only.

<PAGE>

              JENKON INTERNATIONAL, INC. AND SUBSIDIARIES


COMPARISON OF THREE MONTHS ENDED DECEMBER 31, 1999 TO DECEMBER 31, 1998

REVENUES. Total revenues increased 74.7% to $878,051 for the three months ended
December 31, 1999 from $502,627 for the same period in 1998. The increase is
primarily attributable to the sale of Action K.I.D. centers. During the three
months ended December 31, 1998, one customer purchased an Action K.I.D. center
that accounted for 57% of total revenue. The sale of two Action K.I.D. centers
to two separate clients accounted for nearly all revenue during the three month
period ended December 31, 1999.

COST OF REVENUES. Total cost of revenues increased by $273,572 or 98.3% to
$551,900 for the three months ended December 31, 1999 as compared to $278,328
for the same period in 1998. This increase was primarily due to the increase
in the number of Action K.I.D centers sold and compensation expense related
to MMKid shares issued. As a percentage of revenues, cost of revenues
increased to 62.9% for the three months ended December 31, 1999 from 55.4%
for the same period in 1998 due primarily to the compensation expense related
to MMKid shares issued.

GROSS PROFIT. Gross profit increased by 45.4% to $326,151 for the three months
ended December 31, 1999 from $224,299 for the same period in 1998. Overall gross
profit as a percentage of total revenues decreased to 37.1% for the three months
ended December 31, 1999 from 44.6% for the same period in 1998, mainly as a
result of the compensation expense related to MMKid shares issued.


<PAGE>

              JENKON INTERNATIONAL, INC. AND SUBSIDIARIES


PRODUCT RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased 756.9% to $1,395,177 for the three months ended December 31, 1999
from $162,816 for the same period in 1998. The increase is primarily related
to the compensation expense related to MMKid shares issued in addition to the
acceleration of the development of a new educational product to be named My
K.I.D.

INTEREST EXPENSES. Interest expense is comprised primarily of the
amortization of the original issue discount on the convertible debt. The
remaining original issue discount of $3,825,377 will be expensed over the
period from the issue date to the expected conversion date of the debt, which
management expects will occur upon shareholder approval on May 31, 2000.
However, there can be no assurances that shareholder approval of conversion
will be obtained on a timely basis.

ACQUISITION EXPENSES. Acquisition expenses for the three months ended
December 31, 1999 are comprised of internal costs associated with the
acquisition including the forgiveness of debt. Other direct costs of the
acquisition have been capitalized as a component of the purchase price.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased 244.6% to $501,461 for the three months ended December 31,
1999 from $145,500 for the same period in 1998. The increase is primarily the
result of the compensation expense related to MMKid shares issued slightly
offset by a reduction in marketing administrative and support personnel.

LOSS FROM DISCONTINUED OPERATIONS. Loss from discontinued operations was
$98,123 for the three months ended December 31, 1999 as compared to $0 during
the same period in 1998. Such loss represents the disposition of all the
operating assets and liabilities associated with the software solutions for
network marketing companies involved in the direct sales industry.

COMPARISON OF SIX MONTHS ENDED DECEMBER 31, 1999 TO DECEMBER 31, 1998

REVENUES. Total revenues increased 71.0% to $1,266,838 for the six months
ended December 31, 1999 from $740,743 for the same period in 1998. The
increase is primarily due to the sale of two Action K.I.D. centers during the
six months ended December 31, 1999 versus one for the same period in 1998.
During the six month period ended December 31, 1999 two clients accounted for
76.5% of total revenue. For the six month period ended December 31, 1998 one
client accounted for 38.0% of total revenue.

COST OF REVENUES. Total cost of revenues increased by $256,804 or 66.2% to
$644,903 for the six months ended December 31, 1999 as compared to $388,099
for the same period in 1998. This increase was primarily due to the
compensation expense related to MMKid shares coupled with an increase in the
number of Action K.I.D. centers sold. As a percentage of revenues, cost of
revenues decreased to 50.9% for the six months ended December 31, 1999 from
52.4% for the same period in 1998 due primarily to the increase in revenue
and the fixed cost of certain portions of the production process.

GROSS PROFIT. Gross profit increased by 76.4% to $621,935 for the six months
ended December 31, 1999 from $352,644 for the same period in 1998. Overall
gross profit as a percentage of total revenues increased to 49.1% for the six
months ended December 31, 1999 from 47.6% for the same period in 1998, due
primarily to the high margin associated with the sale of Action K.I.D.
centers. The Company had two major Action K.I.D. center sales for the six
months ended December 31, 1999 versus one major sale during the same period
in 1998.

<PAGE>

              JENKON INTERNATIONAL, INC. AND SUBSIDIARIES


PRODUCT RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased 360.9% to $1,434,360 for the six months ended December 31, 1999
from $311,196 for the same period in 1998. The increase was primarily
attributable to the compensation expense related to MMKid shares issued.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased 193.0% to $635,238 for the six months ended December 31,
1999 from $216,786 for the same period in 1998. The increase is primarily the
result of compensation expense related to MMKid shares issued with additional
general and administrative costs added based on the anticipated future
production and sales of Action K.I.D. centers.

INTEREST EXPENSES. Interest expense is comprised primarily of the
amortization of the original issue discount on the convertible debt. The
remaining original issue discount of $3,825,377 will be expensed over the
period from the issue date to the expected conversion date of the debt, which
management expects will occur upon shareholder approval on May 31, 2000.
However, there can be no assurances that shareholder approval of conversion
will be obtained on a timely basis.

ACQUISITION EXPENSES. Acquisition expenses for the six months ended December 31,
1999 are comprised of internal costs associated with the acquisition including
the issuance of common stock and forgiveness of debt. Other direct costs of the
acquisition have been capitalized as a component of the purchase price.

LOSS FROM DISCONTINUED OPERATIONS. Loss from discontinued operations was
$98,123 for the six months ended December 31, 1999 as compared to $0 during
the same period in 1998. Such loss represents the disposition of all the
operating assets and liabilities associated with the software solutions for
network marketing companies involved in the direct sales industry.

LIQUIDITY AND CAPITAL RESOURCES

The Company has employment agreements with two of its executive officers as
well as a Consulting and Non-Competition Agreement with a director and former
officer of the Company. In general, assuming the remaining agreements are not
terminated such agreements provide for total payments of not less than
approximately $913,000 through the end of the fiscal year ending June 30,
2002, including payments ranging from approximately $30,000 to $33,000 per
month during the fiscal year ending June 30, 2000. With the pending sale of
the discontinued operations, one employment agreement as well as the
consulting and Non-Competition Agreement will be assumed by the purchaser. An
agreement pertaining to the remaining employment has been executed whereby
the agreement will be terminated in exchange for the forgiveness of
approximately $117,000 in amounts owed the Company.

For the six months ended December 31, 1999, operating activities used net
cash of $888,123 primarily due to a net loss of $2,396,433 combined with an
increase in current and long-term receivables of $847,403, offset by a
decrease in payables of $327,627 and depreciation and amortization in the
amount of $672,765. For the six months ended December 31, 1999, investing
activities used net cash of $49,191 resulting primarily from the purchase of
property and equipment of $71,969 and deposits of $106,376 offset by cash
acquired in the purchase of $129,154. Cash flows from financing activities
provided cash of $4,039,624 for the six months ended December 31, 1999 due
primarily to the combined proceeds of convertible debt (described below),
issuance of stock and loan proceeds of $4,368,673 offset by loan payments of
$329,049.

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

Net cash used in operating activities of $499,065 for the six months ended
December 31, 1998 was primarily attributable to an increase in long-term
receivables of $231,458, an increase in inventories of $244,939 and a net loss
of $185,318. During the same period, net cash used in investing activities of
$90,266 was attributable entirely to the purchase of fixed assets. Financing
activities provided $594,323 primarily due to the proceeds from the sale of
common stock of $645,136 combined with net short-term credits received of
$137,965, which is offset by the decrease in the amount due to a company under
common control of $205,381.

The Company's accounts receivable balance at December 31, 1999 was
$3,719,574. Accounts receivable in the over 90-day category at December 31,
1999 was $3,602,654 or 96.9% of accounts. The number of day's sales in
accounts receivable was 184 days, for the six months ended December 31, 1999.
The increase in accounts receivable is directly related to the sale of
long-term projects. The Company provides extended payment terms on these
larger sales. There were no bad debts during the six months ended December
31, 1999.

During the three months ended December 31, 1999, the Company completed a
$4,500,000 private placement of convertible promissory notes. The notes will
accrue interest at 12% per annum and are due and payable in full on April 1,
2000 unless converted into common stock. Upon shareholder approval of conversion
of the notes to common stock on or before February 28, 2000, the notes will be
convertible into common shares of the Company at a conversion price of $1.00 per
share.

YEAR 2000 ISSUE

Like many companies, Jenkon is subject to risks from the Year 2000 computer
and software issue. The Company has undertaken various initiatives intended
to ensure that its computer systems, software and other operational equipment
will function properly with respect to dates in the Year 2000 and thereafter.

The Company has completed what it believes is a reasonable and thorough
review of the Year 2000 issues as it relates to the Company's operations,
liquidity and financial condition. The review included identifying the
related issues and risks that could have a material effect on the Company. To
date, no significant issues have been identified with respect to the
Company's systems or any significant third parties dealing with the Company.
Identified issues or reasonably foreseeable circumstances are not expected to
have a material effect on the Company's systems or operations.

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

EURO CURRENCY CONVERSION

The introduction of the Euro is a significant event with potential implications
for the Company as well as the Company's existing customers within countries
participating in the European Monetary Union. As such, the Company has committed
resources to conduct risk assessments and to take corrective actions, where
required, to ensure that it, and its products are prepared for the introduction
of the Euro. The Summit V system currently supports multiple currencies and the
Company continues development of Euro specific requirements. Development updates
are communicated to upper management on a regular basis.

The Company has not experienced any significant operational disruptions to date
and does not currently expect the continued implementation of the Euro to cause
any significant operational disruptions. Additionally, the Company has not
incurred and does not expect to incur any significant costs from the continued
implementation of the Euro, including any currency risk, which could materially
affect the Company's liquidity or capital resources.

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

ADDITIONAL CONSIDERATIONS AND RISK FACTORS

FOR PURPOSES OF THIS SUBSECTION, REFERENCES TO THE "COMPANY" SHALL REFER TO
JENKON INTERNATIONAL, INC., A DELAWARE CORPORATION AND ITS SUBSIDIARIES TAKEN AS
A WHOLE; REFERENCES TO "JENKON" SHALL REFER TO THE DIRECT SALES SOFTWARE
BUSINESS CONDUCTED BY JENKON INTERNATIONAL, INC. THROUGH ITS SUMMIT V, INC.
SUBSIDIARY; AND REFERENCES TO "MMKID" SHALL REFER TO THE EDUCATIONAL SYSTEMS
BUSINESS CONDUCTED BY MULTIMEDIA K.I.D. INTELLIGENCE IN EDUCATION, LTD., AN
ISRAELI CORPORATION.

IF STOCKHOLDER APPROVAL OF CONVERSION OF PREFERRED STOCK AND CONVERTIBLE
PROMISSORY NOTES CANNOT BE OBTAINED ON A TIMELY BASIS, THE COMPANY MAY LACK
THE CAPITAL RESOURCES TO REPAY CONVERTIBLE PROMISSORY NOTES OR REDEEM ITS
PREFERRED SHARES. Pursuant to the terms of the Series B and Series C
Preferred Stock, in the event that stockholder approval of the conversion of
the Series B and Series C Preferred Stock is not approved by May 31, 2000 (or
any later date as the majority of such preferred stockholders may approve),
the Company may be required to redeem the preferred shares for an aggregate
redemption price of approximately $24 million. In addition, in the event the
Company's stockholders do not approve the conversion of the Convertible
Promissory Notes into Common Stock prior to May 31, 2000 (or such later date
as the holders of such notes may agree), the notes will be payable in full.
The Company lacks the capital resources to redeem the preferred stock and to
repay the Notes. Accordingly, in the event that stockholder approval of
conversion of the preferred stock and convertible notes are not approved in a
timely manner, the Company's financial position would be severely adversely
affected.

CURRENT LIQUIDITY CONSTRAINTS RAISE DOUBTS REGARDING COMPANY'S ABILITY TO
CONTINUE AS A GOING CONCERN. As a result of the Company's near and long term
liquidity needs, the Company's ability to continue as a going concern may be
dependent on its ability to raise future capital and generate positive cash flow
from operations. The Company believes that, upon any conversion of the Series B
and Series C Preferred Stock and Convertible Promissory Notes into Common Stock,
it will have sufficient capital resources to continue its operations for at
least the next twelve months. However, if the Company's stockholders do not
elect to approve such conversions or if the Company is required to fund the
operations of Jenkon for longer than is currently expected, the Company's may
not have sufficient capital resources to continue as a going concern.

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

JENKON HAS A HISTORY OF SIGNIFICANT LOSSES. Jenkon, as well as Redwood
Technology, Inc., a Washington corporation formerly known as Jenkon Data
Systems, Inc. ("Redwood Technology"), which operated certain assets of Jenkon
prior to selling them to the Company in 1995, have a history of losses. Jenkon
sustained net losses of approximately $265,000 and $1,546,000 for the fiscal
years ended June 30, 1996 and 1997, respectively. Although the Company operated
profitably in fiscal 1998, the Company incurred significant losses of $3,307,000
and $1,182,000 in the fiscal 1999 and the first quarter of fiscal 2000,
respectively Such losses have and will continue to have a material adverse
effect on the Company's business and financial condition.

IF THE COMPANY CANNOT SUCCESSFULLY SELL OR DISPOSE OF THE OPERATIONS OF JENKON,
ITS FINANCIAL CONDITION WILL BE MATERIALLY AND ADVERSELY EFFECTED. As a result
of Jenkon's continuing losses and the Company's lack of financial resources to
continue to fund such losses, the Board of Directors of the Company has formal
plans relating to the sale of the Jenkon business, including an offer and board
approval (subject to closing conditions) for the sale to a group of directors,
officers and employees of the Company. There can be no assurance that the
Company will be able to successfully divest itself of Jenkon's operations on
favorable terms. If the operating assets and liabilities of Jenkon cannot be
sold on favorable terms and within the desired timeframe, the Company may be
forced to discontinue Jenkon's operations which could materially and adversely
affect the Company's financial condition and expose it to potential liabilities
from Jenkon customers or other creditors of Jenkon.

MMKID HAS A LIMITED HISTORY OF OPERATIONS, A HISTORY OF LOSSES AND LIMITED
REVENUES. MMKid has a limited history of operations, has not operated
profitably andhas and continues to experience significant losses, including a
loss of $2,456,703 in the quarter ended December 31, 1999 Moreover, MMKid has
generated only limited revenues from the sale of products, services and
marketing rights. There can be no assurance that MMKid will ever be able to
generate significant revenues or profits from operations.

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

THE COMPANY MAY NEED ADDITIONAL CAPITAL. The Company's business involves the
continued investment of funds towards the development of new products and
modifications of existing products. To the extent that the Company continues to
be unsuccessful in generating significant cash flow from operations in order to
fund such development expenses and other operating costs, the Company will need
to rely on outside financial sources for working capital. Moreover, because
MMKid is in the early stages of its development and will require significant
capital to implement its business planthe Company may require additional capital
in order to operate its business. The Company currently has no significant bank
line of credit and there can be no assurance that the Company will be able to
obtain sources of outside financing on favorable terms, if at all, in the event
that such financing is required in the future. To the extent that the Company's
operations do not generate positive working capital or enable it to secure
adequate outside financing, the Company's business would be materially and
adversely affected.

NEW BUSINESS; ABILITY TO INTEGRATE AND MANAGE. The acquisition of MMKid has
resulted in the Company operating a new business with respect to which it has
little or no experience in a country (Israel) in which the Company's current
Board of Directors has little experience. The business of MMKid, although
software-related, is separate, distinct and not complimentary to Jenkon's
historical business. Because of the differences between the Company's existing
business and the business of MMKid, there will be little or no efficiencies or
economies of scale that will result from the acquisition of MMKid. The Company's
lack of experience and track record in the educational software and systems
business, and the Company's inexperience with Israeli laws and business
practices may result in the inability of the Company to effectively compete
which may lead to operating losses and loss of standing in the industries in
which the Company operates, any of which would have an adverse effect on the
Company, its operations and financial condition.

OPERATIONS IN ISRAEL. MMKid's operations are based in Israel and, as a result,
the Company's financial results and prospects are directly affected by economic,
political and military conditions in Israel. Moreover, some of the Company's
employees may be obligated to perform annual reserve duty in the Israeli Defense
Forces and are subject to being called for active duty at any time upon the
outbreak of hostilities. Any adverse economic, political or military
developments in Israel could have a material adverse effect on the Company and
its ability to operate.

RISKS OF SOFTWARE DEVELOPMENT IN GENERAL. The success of the Company is
dependent upon its ability to deliver reliable, easy-to-use and technologically
up-to-date product in general and software products in particular. Any failure
of the Company's existing or new products to meet client specifications or
expectations will have a material adverse effect on the Company's reputation and
the demand for the Company's products. There can be no assurance that the
Company's products will consistently meet such specifications or expectations.
In addition, continued demand for the Company's products and services will
depend on its ability to successfully anticipate customer demand and to
integrate new and emerging technologies, features and standards into its
software on a timely basis. Any failure by the Company to anticipate customer
demand and to successfully integrate new features and standards into its
software on a timely basis could adversely affect the Company's reputation,
demand for its products and, as a result, its financial condition and results of
operations.

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

DEPENDENCE ON SALES OF EXISTING PRODUCTS. Substantially all of MMKid's revenues
have been derived from sales of its Action K.I.D. systems and substantially all
of Jenkon's historical revenues have been derived from sales and related fees
from its Summit V software. Accordingly, any event that adversely affects fees
derived from the sale of such systems, such as competition from other products,
significant flaws in the Company's products or incompatibility of software
products with third party hardware or software products, negative publicity or
evaluation, or obsolescence of the hardware platforms or software environments
in which the systems run, would have a material adverse effect on the Company's
results of operations. The Company's future financial performance will depend,
in substantial part, on its ability to expand sales of its existing products
while developing and successfully marketing new and enhanced products

COMPETITION. The educational products and software industries are highly
competitive and is characterized by rapid technological change, rapidly changing
customer preferences and little or no barriers to entry. There are several
businesses, some of which may be better capitalized than the Company currently
offering software similar in type or scope to the Company's products. The
Company believes that the primary competitive factors for the provision of its
software are price, technical expertise and quality, ease of use, variety of
value-added services, reliability and security, customer support and geographic
coverage. The Company's success will depend heavily upon its ability to provide
high quality products and services. Other factors that will affect the Company's
success in this market include the overall demand for educational products, the
Company's ability to attract additional experienced marketing, sales, and
management talent, and the expansion of worldwide support, training, and service
capabilities. The Company's current and prospective competitors generally
consist of other independent software providers such as Broderbund, Davidson &
Associates, The Learning Company CVC Software and Others. Some or all of the
Company's actual and potential competitors may have greater market presence,
engineering, customer support and marketing capabilities, and financial,
technological and personnel resources than those available to the Company. As a
result, they may be able to adapt more swiftly to new or emerging technologies
and changes in customer requirements, take advantage of acquisition and other
opportunities more readily, and devote greater resources to the marketing and
sale of their products than can the Company.

Because price is a major competitive factor in the market for the Company's
products, if any of the Company's present or future competitors elect to
initiate and support prolonged price competition to gain market share, the
Company likely would be forced to lower its prices, possibly for a protracted
period, which would have a material adverse effect on its financial condition
and results of operations and could threaten its economic viability.

NEW PRODUCTS AND RAPID TECHNOLOGICAL CHANGE. The markets for both MMKid's and
Jenkon's products are characterized by rapid technological advances, evolving
industry standards, changes in end-user requirements and frequent new product
introductions and enhancements. The introduction of products embodying new
technologies and the emergence of new industry standards could render the
Company's existing products and products currently under development obsolete
and unmarketable. The Company's future success will depend upon its ability to
enhance its current products and develop and successfully introduce and sell new
products that keep pace with technological developments and respond to evolving
end-user requirements and customer preferences. Any failure by the Company to
anticipate or respond adequately to technological developments, customer demands
or end-user requirements, or any significant delays in product development or
introduction, could damage the Company's competitive position in the marketplace
and reduce revenues. There can be no assurance

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

that the Company will be successful in developing and marketing new products or
product enhancements on a timely basis or that the Company will not experience
significant delays in the future. Any failure to successfully develop and market
new products and product enhancements would have a material adverse effect on
the Company's results of operations and financial position.

RISK OF CREDITORS CLAIMS AND SUCCESSOR LIABILITY; RISKS OF PENDING LITIGATION.
In July 1995, Summit V, Inc., a subsidiary of the Company, purchased and/or
licensed substantially all of the assets, and Summit V, Inc. assumed certain
contractual obligations and indebtedness from Redwood Technology, the developer
of a substantial portion of the Company's SUMMIT V software technology. Because
Redwood Technology may be deemed to have been rendered insolvent by the sale and
license of certain of its assets to Summit V, Inc. and because of the
commonality of ownership and management of Redwood Technology and Summit V, Inc.
and/or because Summit V continued operating the business of Redwood Technology,
the Company is or may be subject to claims by unsatisfied creditors of Redwood
Technology challenging the rights of the Company to the SUMMIT V software
technology or other assets acquired from Redwood Technology or alleging
successor liability or other similar bases for liability. The Company believes
that such claims could total as much as $120,000. There can be no assurance that
claims for successor liability will not be made or that the Company's rights to
the assets acquired from Redwood Technology, including the SUMMIT V software
technology, will not be challenged. If any such claims or challenges are made
and are successful, the Company's business and results of operations would be
materially and adversely affected. Any payments made by the Company with respect
to claims against Redwood Technology may benefit certain officers and directors
of the Company who may be secondarily liable for such claims.

The Company acquired from Redwood Technology a license to utilize certain Ardent
Software, Inc. products which were incorporated into the Summit V software in
connection with sales in certain portions of Asia, including China. The grant of
the license by Unidata, Inc., a predecessor of Ardent Software, Inc., to Redwood
Technology and the sublicense by Redwood Technology to Avon Products or its
affiliates have been challenged in a lawsuit (the "U.S. Claim") filed in the
United States District Court for the Western District of Washington at Tacoma
(Case No. C96-5459FDB) by Pacific Unidata, Ltd., the Asia licensee of Unidata,
Inc., as violating the terms of such licensee's agreement with Unidata. In
addition, Pacifica Unidata, Ltd. brought an action (the "China Claim") against
Guangzhou Avon Co., Ltd., a Chinese subsidiary of Avon Products ("Avon China"),
in the Guangdong Province Supreme People's Court (the "Chinese Court") seeking
damages against Avon China for infringement of Pacific Unidata, Ltd.'s copyright
and exclusive rights to certain Unidata software in China. In June 1998, the
Chinese Court awarded damages in favor of Pacific Unidata, Ltd. in an amount of
approximately US $12 million plus costs. Avon China has informed the Company
that it has appealed the ruling and has indicated an intention to seek
indemnification against Redwood Technology and the Company in the event it is
unsuccessful in its appeal. Although the Company is not a party to the China
Claim, if Unidata, Inc. does not indemnify Redwood Technology and the Company
from damages resulting from the China Claim and the U.S. Claim and the Company
is required to (i) devote significant resources to protect its interests and the
interests of its sublicensees in Asia or (ii) if any sublicensee successfully
seeks indemnification against Redwood Technology or the Company for damages
suffered as a result of claims made by Pacific Unidata, Ltd., and the Company is
required to pay such indemnification directly or as a successor to Redwood
Technology, the Company's financial condition and results of operations would be
materially and adversely affected.

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

THE COMPANY MAY NOT BE ABLE TO MAINTAIN ITS NASDAQ LISTING; RISK OF LOW-PRICED
SECURITIES. The Company's Common Stock is currently listed for trading on the
Nasdaq SmallCap Market. To maintain inclusion on the Nasdaq SmallCap Market, the
Company's Common Stock must continue to be registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
Company must continue to have net tangible assets of at least $2,000,000, a
public float of at least 500,000 shares with a market value of at least
$1,000,000, at least 300 stockholders, a minimum bid price of $1.00 per share
and at least two market makers. As previously reported, the Company has received
a letter from the Nasdaq Listing Qualifications Division stating that the
Company's net tangible assets as of June 30, 1999 did not meet the minimum
amount of $2,000,000 and the Company's eligibility for continued listing on The
Nasdaq Stock Market is under review. The Company believes that, upon stockholder
approval of the conversion of preferred stock and convertible promissory notes
into common stock, the Company's net tangible assets in excess of the minimum
requirement. However, there can be no assurance that the Company will be able to
maintain the standards for Nasdaq SmallCap Market inclusion with respect to its
Common Stock. If the Company fails to maintain Nasdaq SmallCap Market listing,
the market value of the Common Stock likely would decline and stockholders
likely would find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Common Stock.

If the Common Stock ceases to be included on the Nasdaq SmallCap Market, the
Common Stock could become subject to Rule 15a-9 under the Exchange Act, which
imposes additional sales practice requirements on broker-dealers which sell such
securities. If the Common Stock becomes subject to the penny stock rules, the
ability of broker dealers to make a market in or sell the Company's securities
may be adversely affected and the market liquidity for the Company's securities
could be severely adversely affected.

SIGNIFICANT FLUCTUATIONS IN QUARTERLY RESULTS. The Company has experienced and
expects to continue to experience significant fluctuations in its quarterly
results. Such fluctuations may be caused by many factors, including, but not
limited to: the size and timing of individual orders; seasonality of revenues;
lengthy sales cycle; delays in introduction of products or product enhancements
by the Company or other providers of hardware, software and components for the
Company's systems; competition and pricing in the educational products and
software industry; market acceptance of new products; reduction in demand for
existing products and shortening of product life cycles as a result of new
product introductions by competitors; foreign currency exchange rates; mix of
products sold; conditions or events in the direct sales industry; and general
economic conditions. The Company does not typically maintain a significant
backlog and therefore the revenue results for each quarter depend substantially
on orders received and delivered in that quarter. As a result of the relatively
high revenue amount per order and relatively low unit volume, any lost or
delayed sales will have a disproportionately greater effect on the Company's
revenues and quarterly results relative to companies that have higher unit sales
volumes and less revenue associated with each sale. The Company's sales cycle is
typically three to nine months from the time initial sales contact is made with
a qualified prospect, making the timing of the Company's license fees difficult
to predict and the Company's quarterly results difficult to forecast. The
Company's expense levels are based in part on its forecasts of future revenues.
Accordingly, since the majority of the Company's expenses are fixed in nature,
the Company would not be able to quickly curtail expenses in response to a
decline in revenues, and operating results for a given quarter would be
adversely affected. As a result, revenues for any quarter are subject to
significant variation and the Company believes that period-to-period comparisons
of its results of operations are not necessarily meaningful and should not be
relied upon as indications of

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

future performance. To the extent that the Company's Common Stock is publicly
traded, fluctuations in operating results may also result in volatility in the
market price of the Company's Common Stock.

MANAGEMENT OF GROWTH. Management believes that the Company's existing internal
controls are sufficient for the current size and level of operations; however,
to manage its growth effectively, the Company will be required to continue to
implement and improve its operating and financial systems and to expand, train
and manage its employee base. There can be no assurance that the management
skills and systems currently in place will be adequate if the Company continues
to grow. In addition, although no acquisitions of companies or products are
currently being negotiated, the Company may make acquisitions in the future. The
Company's management has only limited experience with acquisitions, which
involve numerous risks, including difficulties in the assimilation of acquired
operations and products, the diversion of management's attention from other
business concerns and the potential loss of key employees of the acquired
companies.

FUTURE SALES OF RESTRICTED SHARES COULD ADVERSELY AFFECT PRICE OF COMMON STOCK
AND LIMIT THE COMPANY'S ABILITY TO COMPLETE ADDITIONAL FINANCING. Sales of a
substantial number of shares of Common Stock into the public market in the
future could materially adversely affect the prevailing market price for the
Company's Common. Upon any conversion of preferred shares and convertible notes
issued in connection with the acquisition of MMKid and concurrent private
placement, the Company will issue approximately 29,000,000 shares of Common
Stock, a portion of which will be registered for resale and a portion of which
will become eligible for resale pursuant to Rule 144 one year following the date
of issuance. Such a large "over-hang" of stock eligible for sale in the public
market may have the effect of (i) depressing the price of the Company's Common
Stock, and (ii) making it difficult or impossible for the Company to obtain
additional debt or equity financing.

STOCKHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION UPON CONVERSION OF PREFERRED
STOCK AND CONVERTIBLE PROMISSORY NOTES. IN THE EVENT STOCKHOLDERS OF THE COMPANY
ELECT TO APPROVE THE CONVERSION OF SERIES B AND SERIES C PREFERRED STOCK AND
CONVERTIBLE PROMISSORY NOTES INTO COMMON STOCK, the Company will issue
approximately 29,000,000 additional shares of its Common Stock. Because MMKid
has limited net tangible assets and no historical earnings and because of the
large number of shares being issued to MMKid stockholders and holders of
convertible notes, the holders of Common Stock will experience significant
dilution both in terms of ownership percentage and in terms of net tangible book
value per share.

PART II - OTHER INFORMATION.


<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES

ITEM 1.  LEGAL PROCEEDINGS.

The Company acquired from Redwood Technology a license to utilize certain Ardent
Software, Inc. products incorporated into the SUMMIT V software in connection
with sales in certain portions of Asia, including China. The grant of the
license by Unidata, Inc., a predecessor of Ardent Software, Inc., to Redwood
Technology and the sublicense by Redwood Technology to Avon Products or its
affiliates, have been challenged in a lawsuit (the "U.S. Claim") filed in the
United States District Court for the Western District of Washington at Tacoma
(Case No. C96-5459FDB) by Pacific Unidata, Ltd., the Asia licensee of Unidata,
Inc., as violating the terms of such licensee's agreement with Unidata. In
addition, Pacific Unidata, Ltd. brought an action (the "China Claim") against
Guangzhou Avon Co., Ltd., a Chinese subsidiary of Avon Products ("Avon China"),
in the Guangdong Province Supreme People's Court (the "Chinese Court") seeking
damages against Avon China for infringement of Pacific Unidata, Ltd.'s copyright
and exclusive rights to certain Unidata software in China. In June 1998, the
Chinese Court awarded damages in favor of Pacific Unidata, Ltd. in an amount of
approximately US$12 million plus costs. Avon China has informed the Company that
it intends to appeal the ruling and has indicated an intention to seek
indemnification against Redwood Technology and the Company in the event it is
unsuccessful in it's appeal. Although the Company is not a party to the China
Claim or the U.S. Claim, if Unidata, Inc. does not indemnify Redwood Technology
and the Company from damages resulting from the China Claim and the U.S. Claim
and the Company is required to (i) devote significant resources to protect its
interests and the interests of its sublicensees in Asia or (ii) if any
sublicensee successfully seeks indemnification against Redwood Technology or the
Company for damages suffered as a result of claims made by Pacific Unidata, Ltd.
and the Company is required to pay such indemnification directly or as a
successor to Redwood Technology, the Company's financial condition and results
of operations could be materially adversely affected.

In July 1995, Summit V, Inc. purchased and/or licensed substantially all of the
assets and assumed certain liabilities of Redwood Technology, the developer of
certain of the Company's software technology. Because Redwood Technology may be
deemed to have been rendered insolvent by the sale and license of certain of its
assets to Summit V, Inc. and because of the commonality of ownership and
management of Redwood Technology and Summit V, Inc., the Company is or may be
subject to claims by unsatisfied creditors of Redwood Technology challenging the
Company's rights to the acquired assets (including the SUMMIT V software
technology) or alleging successor liability or other similar claims. Whether or
not litigation ensues, such claims could result in a disruption of the Company's
business which would have material adverse effect on the Company and its
financial performance. The Company may elect or be required to settle
obligations of Redwood Technology. In the event that the Company were required
to pay all or a significant portion of the claims of creditors of Redwood
Technology, the Company's business and financial conditions and its ability to
achieve its business plan could be materially and adversely affected.

In November 1999, AmeriPlan Corporation ("AmeriPlan"), a Texas corporation,
filed a demand for arbitration seeking a refund of approximately $100,000 in
payments owing for software and services provided by Jenkon. AmeriPlan also is
seeking an undetermined amount of consequential damages. Jenkon has denied that
it owes AmeriPlan any of these amounts and has also filed a counterclaim for
approximately $250,000 that is still owing under the parties' agreements. The
arbitration hearing is scheduled for July 2000. Jenkon intends to vigorously
pursue this litigation.

<PAGE>

                     JENKON INTERNATIONAL, INC. AND SUBSIDIARIES


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits.

EXHIBIT
NUMBER            DESCRIPTION

27                Financial Data Schedule

- -------------------

         (b)      Reports on Form 8-K.

                  On December 30, 1999, the Company filed a Form 8-K relating
                  to the closing of the private placement of $4,500,000 of
                  $4,500,000 of convertible promissory notes and the
                  completion of the acquisition of MMKid.

<PAGE>



                                   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.

JENKON INTERNATIONAL, INC.

May 12, 2000                            /s/ DAVID A. EDWARDS
- ---------------------                   ---------------------------------------
Date                                    Chief Executive Officer, Interim Chief
                                        Financial Officer, Chairman and Director

May 12, 2000                            /s/ PESSIE GOLDENBERG
- ---------------------                   ---------------------------------------
Date                                    President

May 12, 2000                            /s/ CLIFFORD DEGROOT
- ---------------------                   ---------------------------------------
Date                                    Controller and Principal Accounting
                                             Officer


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<PAGE>
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<PERIOD-START>                             JUL-01-1999             JUL-01-1998
<PERIOD-END>                               DEC-31-1999             DEC-31-1998
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