Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
General Form for Registration of Securities for Small Business Issuers
Pursuant to Section 12(b) or (G) of the Securities Exchange Act of 1934
JUPITER ENTERPRISES, INC.
(Name of Small Business Issuer in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
98-0208667
(I.R.S. Employer Identification No.)
Mezzanine 2, 601 West Broadway, Vancouver, BC V5Z 4C2, Canada
(Address of principal executive offices)(Zip Code)
Issuer's Telephone Number: 1-877-505-6888
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common None
Securities to be registered pursuant to Section 12(g) of the Act:
None
PART I
Item 1. Description of Business
Business Development
Jupiter Enterprises, Inc. ("Jupiter", the "Company" or the "Registrant")
was incorporated on March 12, 1999 in the state of Nevada. The Company has
never declared bankruptcy, been in receivership or been involved in any legal
action or proceedings whatsoever. The Registrant has not made any significant
purchases or sales of assets, nor has it been involved in any mergers,
acquisitions or consolidations since becoming incorporated.
Business of Issuer
Jupiter intends to become a direct sales marketing company that sells and
distributes its own brand of natural health products via the Internet. All of
its products will be purchased from manufacturers or brokers and bare the
distinctive Herbal Traditions brand label. Unlike many of its competitors, the
Company will sell only a limited variety of the most popular dry herbal extracts
and tablets. The Company's market strategy is to provide the best quality
products at the lowest possible price.
In the last four years sales of natural herbal products has grown at a
phenomenal rate. A 1999 survey indicated that over 50% of North Americans
preferred treating common ailments with traditional, or natural health products
rather than pharmaceutical remedies. That compares with about 30% in 1998 and
less than 20% in 1997. Experts agree that this unprecedented growth is not
merely a temporary fad, but a genuine realignment of consumer preferences and
purchase habits.
Until this explosive growth occurred, herbal remedies were only available
from Naturopathic Practitioners and over the counter at health food stores and
vitamin shops. Today, herbal supplements are available at virtually every
grocery, pharmacy and department store in North America. The number of brands
available has also grown substantially. Every major pharmaceutical company now
has its own brand of natural health products.
At the same we are experiencing this unprecedented growth in the natural
health products industry, the Internet is emerging as the dominant force in
information dissemination and commerce. It is estimated that 45% of North
American households now have access to the Internet and that a substantial and
growing number of those users are regularly purchasing everyday items over the
Web.
Jupiter has planned its business to take advantage of both these dominant
trends. The market segment the Company is targeting is the well-educated,
professional, middle to upper class, health conscious consumer. Independent
research has shown that this same demographic description also fits the average
computer owner and Internet subscriber. Selling natural health products on the
Internet is quickly becoming the most effective way to reach the natural health
product customer. The Company's Internet Website at www.herbal-traditions.com
is currently under construction and will be the centerpiece of its marketing
operation. In addition to displaying each product, the Jupiter Website will
provide a full description of what the remedy does, its active ingredients, the
conditions that can be treated with the remedy and a discussion of possible side
effects. The site will also include regular feature articles about specific
ailments. These articles will be effective marketing tools, as the Company will
use them to feature selected products. There will also be links to other
websites containing research findings and breaking news in the natural health
products industry. Finally, the site will include an on-line forum and bulletin
board, where visitors will be able to ask questions, leave messages and speak
with other natural health product users.
The Company will ensure that its customers find their shopping experience
to be simple, relaxing and quick. The Jupiter Website will be especially easy
to use and understand. Customers will place their orders using the latest in
shopping card software and pay for them by credit card with the assurance of a
fully secured e-commerce connection.
Once the order has been placed, it will be automatically processed at the
Company's central warehousing and administration facility, and an e-mail
confirmation will be sent back to the customer immediately. The customer will
be thanked for the order, advised of their credit card authorization number, and
given a tracking number and a delivery date. All processing will be carried out
at the Company's facilities by Company staff and delivered via courier service.
The Registrant plans to develop and maintain significant market share by
offering customers high quality selected products, at competitive prices with
fast and efficient service and delivery. By sticking to a narrow selection of
the most popular and readily available products, the Registrant believes it can
deliver its products quickly, efficiently and for a very competitive price.
Many competitors fail to satisfy customers or build a solid market base, because
they attempt to control too many factors over which they have little or no
control. By limiting the range of customer expectations the Registrant believes
the Company can be highly successful and profitable. The Company has no plans
to develop new products or services. Like most of the competition in the
natural health products industry, Jupiter will not be manufacturing its own
product. Wholesale supplies of dry herbal extract capsules and tablets are
readily available from a variety of North American manufacturers and brokers, as
well as from a growing number of offshore sources. The issuer anticipates no
problem securing an adequate supply of raw materials to satisfy its needs.
Since the Company is developing its own private label, there is no
requirement to pay licensing, patent, trademark or franchise fees. Currently
there is no requirement to have herbal health products registered with any of
the various health or regulatory agencies in North America; however, there is
some indication that certain herbal remedies will require registration in the
future. This will add a small amount to the cost of each product. In the last
5 years, a small number of natural health products have been banned or
restricted, and this could occur again in the future. Because of the nature of
the Company's operations, environmental issues are not a significant concern.
As the Company is newly incorporated, it has not yet undertaken any
research or development. The Directors of the Company are able to undertake the
planning and development without cost to the Company. The Company currently has
no employees.
Risk Factors
Lack of Operations and Profitability: The Registrant is in the pre-
operational development stage and has no history of operations or profits in the
Natural Health Products Industry.
Uncertainty of Commercial Success: Although the Registrant is optimistic
about its revenue and profitability prospects, there can be no assurances of the
commercial success of its products.
Competition: The Registrant is subject to competition from other companies
that compete with similar products and services. These competitors have been in
the business longer than the Registrant and may have established brands, larger
and more sophisticated organizations with better-experienced and larger
executive and operating staffs. There can be no assurance that the Registrant's
prospects will not be adversely affected by competition from these companies.
Need for Additional Financing: The Registrant will require additional
financing in order to establish profitable operations. There is no assurance
that such financing will be forthcoming or that it can be obtained on terms
favorable to the Registrant.
Dependence on Management: The Registrant is largely dependant upon the
efforts and abilities of its management team. The management team has
particular experience and industry contacts. There is no assurance that the
Registrant can be successful in operating the business if the services of the
management team become unavailable.
Dividends: The Registrant has never paid a cash dividend on its common stock.
The Registrant is not obliged to pay a dividend on the shares being registered
hereby, nor does it anticipate payment of any dividends for the foreseeable
future. The Registrant anticipates retaining its earnings to finance its
operations, growth and expansion.
No Assurance of Public Market - Potential Volatility of Stock Price: There
currently is no public trading market for the Registrant's common stock. There
can be no assurance that an active public trading market can be established or
sustained. Furthermore, if a public market for the common stock is established,
the shares could be subject to significant fluctuations in response to operating
results and other factors, many of which are not within the Registrant's
control.
Dependence on Proprietary Products -Risks of Third Party Infringement Claims:
Although the Registrant believes that its products and technologies do not
infringe upon the proprietary rights of any third parties, there can be no
assurance that third parties will not assert infringement claims against
products and technologies which the Registrant licenses, or has the rights to
use, from third parties. Any such claims, if proven, could materially and
adversely affect the Registrant's business and results of operations. In
addition, the necessary management attention to, and legal costs associated
with, litigation or other resolution of such claims, could materially and
adversely affect the Registrant's business and results of operations.
Compliance with Laws and Regulations: There currently exists a great deal of
uncertainty and disagreement over whether natural health products should be more
strictly governed and controlled. Although the Registrant believes that its
business is in full compliance with territorial laws and regulations, there are
no assurances that a government, or agency thereof, will not charge the
Registrant with the contravention of a law or regulation. Furthermore, there
are no assurances that a government will not enact a new law or regulation that
would make the Registrant's business unlawful.
Reports to security holders
The Company will make available an annual report on Form 10-KSB, which will
include audited financial statements to each of its shareholders and other
interested parties.
The Company is filing a Form 10-SB pursuant to Regulation S-B for the purpose of
becoming a "fully reporting issuer" under Section 12(b) of the Securities Act of
1933 and the Securities Exchange Act of 1934. The Company filed the Form 10-SB
on a voluntary basis for the purpose of registering its securities under Section
12(b).
The public may read and copy any materials filed by the small business issuer
with the Securities and Exchange Commission at the Securities and Exchange
Commission's Public Reference Room at 450 Fifth Street, N.W. Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-
0330. The Securities and Exchange Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Securities and Exchange
Commission. The address of that site is www.sec.gov.
Item 2. Managements Discussion and Analysis or Plan of Operation.
The Company has not engaged in any material operations or had any revenues
from operations during the last two calendar years. The first year of
operations will be a development phase during which the Registrant will be
building their Web site, establishing relationships with various suppliers and
service providers, securing facilities and equipment, designing labels and
promotional materials, testing its facilities, and developing staffing plans for
the second year's operational phase. The Registrant's executive officers have
the expertise to undertake most of the planning and development for the project.
Because of the generic nature of the product, product research is not necessary.
The Registrant has no plans to develop any of its own products and will not be
undertaking any product research during the first year. Jupiter will purchase
all its products from manufacturers and brokers who will supply them in a ready
for market state. The minimal research and development costs that the Company
will incur will be as a result of sourcing and acquiring suppliers. Those costs
are included in the relevant expenditure categories listed below. The Registrant
has no plans to hire staff during the period covered by this business plan. All
work requiring outside expertise will be contracted from outside consultants.
This will greatly reduce the requirement for upfront cash and allow the
Registrant added flexibility in its second year of operation. All funds required
during the period covered by this business plan will be raised publicly through
the equity markets.
Expenditures
The following table provides an overview of expenditures by major area of
activity.
Expenditure Amount
===================== ======
Web Site Development $ 75,000
Web Server 25,000
ISP & Hosting Services 5,000
Software 10,000
Contract Negotiations 20,000
Travel & Accommodations 20,000
Consulting Fees 20,000
Advertising & Promotion 45,000
Communications 5,000
===================== ========
Total $225,000
Website Development: Website Design and Development will be the backbone of
the operation and will begin immediately. It will be done on a contract basis
and will be continual throughout the first year.
Web Server: Initially, website development will be facilitated on equipment
supplied by the contract website developer. Towards the end of the first 12
months, the Registrant will purchase its own equipment and have software loaded
in readiness for Phase II, the start of regular commercial operations in year
two.
ISP & Hosting Services: ISP and Hosting Services involve several aspects of
the Registrant's operation. Initially they will involve a modest monthly fee
paid to the contract web design and development company for hosting the Jupiter
address on their server. Towards the end of the year, the Company will
establish its own server and pay the necessary licensing, telecommunications and
ISP fees.
Software: The software costs indicated above are for basic operating system
and administrative software necessary for the business.
Contract Negotiations: This expenditure item refers to consulting and
professional fees directly associated with negotiating with suppliers.
Travel & Accommodations: This item refers to costs associated with the
travel necessary to secure product.
Consulting Fees: The Company will retain the services of an outside
consultant to locate and secure product and the necessary supply contracts.
Advertising & Promotion: Advertising and promotion costs encompass a number
of items such as Affiliate Program Software, promotional materials, banner
advertising, meeting expenses and print advertising. These costs are relatively
low at this time because the bulk of advertisement and promotion will take place
after the first 12 months, when the Company enters into its operational phase.
Label design also falls into this category.
Communication: Communication costs refer to expenditures on
telecommunications, postage and courier charges. They will occur on an ongoing
basis throughout the year.
Item 3. Description of Property
The Company's principal place of business and corporate offices occupy
approximately 400 sq. ft. of a 4,000 sq. ft. office at Mezzanine 2, 601 West
Broadway, Broadway Plaza, Vancouver, BC V5Z 4C2, Canada. This office provides
access to industry partners and an interface to high speed data transmission
capability. The Company leases this space at $150 per month on a month to
month lease.
The Company has not as yet developed any policies regarding investment in real
estate or any dealings related to real estate, and has no such investments at
this time. The Company may institute any such policies at any time without the
need for a vote of the security holders.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth the shareholdings of those persons who own more
than five percent of the Company's common stock as of March 31, 2000:
Unless otherwise indicated in the footnotes below on the table as subject to
community property laws where applicable, the persons as to whom the information
is given has sole investment power over the shares of common stock shown as
beneficially owned.
<TABLE>
<CAPTION>
Title of Name and address Amount and nature Percent of
Class Of beneficial owner of beneficial ownership Class
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common *BBB Consultants, Ltd. 200,000 6.57%
450 - 800 W. Pender
Vancouver, B.C. V6C 2V6
Canada
Common Curtis Mearns 280,000 9.20%
Mezzanine 2,
601 West Broadway,
Broadway Plaza
Vancouver, B.C. V5Z 4C2
Canada
Common Tanis Cornwall 280,000 9.20%
14846 Roper Ave.
White Rock, B.C. V4B 2E2
Canada
Common Ron Birch, 280,000 9.20%
7701 Okanagan Landing Rd.
Unit #11
Vernon, B.C. V1H 1L3
Canada
</TABLE>
*BBB Consultants, Ltd., a Canadian corporation, is beneficially owned by Guy
Cameron Brooks, its sole director and officer.
The following table sets forth the shareholdings of the Company's directors and
executive officers as of March 31, 2000:
<TABLE>
<CAPTION>
Title of Name and address Amount and nature Percent
Class of beneficial owner of beneficial ownership of Class
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Curtis Mearns, President/Director 280,000 9.20%
Mezzanine 2,
601 West Broadway,
Broadway Plaza
Vancouver, B.C. V5Z 4C2
Canada
Common Tanis Cornwall 280,000 9.20%
Secretary/Treasurer/Director
14846 Roper Avenue
White Rock, B.C. V4B 2E2
Canada
Common Ron Birch, Director 280,000 9.20%
7701 Okanagan Landing Rd.
Unit #11
Vernon, B.C. V1H 1L3
Canada
Common Officers and Directors 840,000 27.61%
as a group (3)
</TABLE>
Changes in Control.
There are no present arrangements or pledges of the Company's securities which
may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
Identification of Directors and Executive Officers.
The following table sets forth the names of all current directors and executive
officers of the Company. These persons will serve until the next annual meeting
of the stockholders (held in March of each year) or until their successors are
elected or appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Name Age Positions Held Date of Election Date of Termination
Or Designation or Resignation
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Curtis Mearns 41 President, Director March 12, 1999 N/A
Tanis Cornwall 55 Secretary, Treasurer, March 12, 1999 N/A
Director
Ron Birch 53 Director March 12, 1999 N/A
Carmine J. Bua Assistant Secretary, March 12, 1999 April 5, 2000
</TABLE>
Business Experience
Curtis Mearns, President, Director. Mr. Mearns is an Investment Banker. His
academic credentials include a Bachelor of Commerce degree with majors in
Computer Science and Finance from the University of Alberta. He was enrolled in
the Masters of Business Administration, International Business, and from the
University of British Columbia, he augmented his post-graduate studies in
Masters of Management Science, Information Engineering. Mr. Mearns'
professional experience includes strategic planning, strategy, structure and
negotiations for mergers and acquisitions, business and management consulting,
business plan preparation, private and public company process documentation,
bank and venture capital packaging, identifying and negotiating joint ventures,
debt/equity participation and closure with Capital Providers. He has produced
numerous systems including a fully automated central clearing system for the
B.C. Central Credit Union providing for inter-provincial and national
reconciliation of accounts with the Bank of Canada's electronic settlement of
accounts system. He was also a Programmer for the Alberta Research Council,
Programmer and Systems Analyst for Canadian Utilities Limited and Alberta Power
Limited, and has held the position of VP Sales and Marketing for VoteX Systems,
Inc., partner and Vice President of CEO Capital Group, and President of Canadian
Integrated Project Resources, Inc.
Tanis Cornwall, Secretary, Treasurer, Director . Ms. Cornwall graduated from
the University of British Columbia with a B.Sc. (Agri) in 1970. During the
1980's she was director/officer of various publicly trading companies on the
Vancouver Stock exchange ("VSE"). Ms. Cornwall has assisted in the formation
and/or capitalization of the following companies on the VSE:
Nor-Con Exploration Ltd. - Secretary/Director (1982-1985)
Hi-Peg Resources Ltd. - President/Director (1983-1987)
Norsemont Mining Corp. - President/Director (1987 - 1989).
Since 1989 Ms. Cornwall has been self-employed by investing in the stock
market and second mortgages.
Ron Birch, Director. Mr. Birch brings 17 years of experience with the Bank of
Nova Scotia in various positions and locations throughout the Province of
British Columbia, lastly as Branch Manager in Prince Rupert, B.C. He worked for
7 years as a retail stock broker with CM Oliver & Co., Ltd. and Pacific
International Securities Inc. in Vancouver. During this time, Mr. Birch also
took courses for Options and Commodities and was successful in completing these
courses and obtaining certificates and licenses for each. Mr. Birch has 8 years
experience as corporate and investor relations officer for his own firms, Janron
Consulting Inc. and Bircress Corporate Relations Inc., contracting work to
various public trading companies.
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
There are no family relationships between any directors or executive officers of
the Company, either by blood or by marriage.
During the past five years, no present or former director, executive officer or
person nominated to become a director or an executive officer of the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation
Annual Compensation. The Company has not paid any salary or compensation since
its inception.
Summary Compensation - As at this time there are no compensation contracts in
place.
Option / Stock Appreciation Rights - There are no stock options or stock
appreciation rights currently effective.
Aggregated Option / SAR Exercises Fiscal Year End Option / SAR - There are no
SAR's.
Long Term Incentive Plan ("LTIP") Awards - There are no long-term incentive
plans in place.
Compensation of Directors.
There are no standard arrangements pursuant to which the Company's directors are
compensated for any services provided as director. No additional amounts are
payable to the Company's directors for committee participation or special
assignments.
There are no arrangements pursuant to which any of the Company's directors were
compensated during the Company's last completed calendar year for any service
provided as director.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
There are no employment contracts, compensatory plans or arrangements, including
payments to be received from the Company, with respect to any director or
executive officer of the company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change
in control of the Company, or a change in the person's responsibilities
following a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
Transactions with Management and Others
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Certain Business Relationships
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Indebtedness of Management
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Parents of the Issuer
Curtis Mearns, Tanis Cornwall and Ron Birch are the principal stockholders, and
may be deemed to be parents of the Company. See Part I, Item 1 of this
Registration Statement.
Transactions with Promoters
There have been no material transaction, series of similar transactions,
currently proposed transactions or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing persons, had a material interest.
Item 8. Description of Securities.
Common Stock
The Company has only one class of securities authorized, issued and outstanding.
That being common stock consisting of 100,000,000 shares of $.001 par value
common stock, of which a total of 3,042,000 shares are presently issued and
outstanding. The holders of the Company's common stock are entitled to one vote
per share on each matter submitted to a vote at a meeting of stockholders. The
shares of common stock do not carry cumulative voting rights in the election of
directors.
Stockholders of the Company have no pre-emptive rights to acquire additional
shares of common stock or other securities. The common stock is not subject to
redemption rights and carries no subscription or conversion rights. In the
event of liquidation of the Company, the shares of common stock are entitled to
share equally in corporate assets after satisfaction of all liabilities.
All shares of the common stock now outstanding are fully paid and non-
assessable.
Preferred Stock
The Company is also authorized to issue preferred stock from time to time. The
Company's Board of Directors may fix and determine the designations, rights,
preferences or other rights preferences or other variations of each class or
series of the preferred stock. At this time the Company has not issued any
preferred stock.
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as amended, or
Bylaws, as amended, that would delay, defer, or prevent a change in control of
the Company.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
Market Information
The Company's common stock is not currently listed on any exchange. There has
been no "established trading market" for shares of the Company's common stock
during the past five years. No assurance can be given that any "established
trading market" for the Company's common stock will develop or be maintained.
If such a market ever develops in the future, the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by current shareholders may have a substantial adverse
impact on any such public market. See the caption "Business" of Part I, Item 1
of this Registration Statement.
The Registration Statement seeks to register shares of common stock, 2,000,000
of which were sold pursuant to a private placement in March, 1999 for $.005 per
share, 840,000 of which were sold to the Board of Directors in May, 1999 for
$.03 per share, and 202,000 of which were sold pursuant to a private placement
in February - June, 2000. See Item 4 of this Part II.
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
Future sales of any of these securities or any securities of the Company issued
in any acquisition, reorganization or merger may have a future adverse effect on
any "public market" that may develop in the common stock of the Company. See
Part I, Item 1 of this Registration Statement.
Holders
The number of record holders of the Company's common stock as of the date of
this Registration Statement is approximately 61.
Dividends
The Company has not declared any cash dividends with respect to its common stock
or its previously authorized preferred stock, and does not intend to declare
dividends in the foreseeable future. The future dividend policy of the Company
cannot be ascertained with any certainty, and if and until the Company completes
any acquisition, reorganization or merger, no such policy will be formulated.
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its common stock.
Item 2. Legal Proceedings.
The Company is not a party to any pending legal proceeding. No federal, state
or local governmental agency is presently contemplating any proceeding against
the Company. No director, executive officer or affiliate of the Company or
owner of record or beneficially of more than five percent of the Company's
common stock is a party adverse to the Company or has a material interest
adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable. The Company's auditor has audited the financial statements of
the Company for the year ended March 31, 2000. Bateman & Co., Inc., P.C.,
Certified Public Accountants, 5 Briardale Court, Houston, TX 77027-2904, are
presently the Company's auditors.
Item 4. Recent Sales of Unregistered Securities.
On May 25, 1999, the Board of Directors unanimously voted to issue 840,000
"unregistered" and "restricted" shares of common stock to Curtis Means
(280,000), Ron Birch (280,000), and Tanis Cornwall (280,000) in consideration of
the sum of $25,2000. These shares are fully-paid and were issued to Curtis
Mearns, Ron Birch and Tanis Cornwall on or about May 25, 1999.
Management believes that Ron Birch and Tanis Cornwall are "accredited investors"
as that term is defined under applicable federal and state securities laws,
rules and regulations. Further, Curtis Means, Ron Birch and Tanis Cornwall are
officers and/or directors of the Company and had access to all material
information regarding the Company prior to the offer or sale of these
securities. The offers and sales of these securities are believed to have been
exempt from the registration requirements of Section 5 of the Securities Act of
1933 pursuant to Section 4(2) thereof, and from similar states' securities laws,
rules and regulations requiring the offer and sale of securities by available
state exemptions from such registration.
In March, 1999, the Company made a private placement offering to certain
non-accredited investors. Such public offering was exempted from registration
pursuant to Rule 504. Such exemption to registration was filed on Form D
pursuant to Regulation D on June 30, 1999. The public offering sold 2,000,000
shares of common stock to 20 non-accredited investors for an aggregate $10,000.
In February, 2000, the Company made a private placement offering to certain non-
accredited and accredited investors. Such public offering was exempted from
registration pursuant to Rule 504. Such exemption to registration was filed on
Form D pursuant to Regulation D on June 20, 2000. The public offering sold
202,000 shares of common stock to 34 non-accredited investors and 4 accredited
investors for an aggregate $6,006.00.
The Company relied upon the following facts, pursuant to Section 230.502, in
determining the availability of such exemptions:
1. The offers and sales satisfied all of the terms and conditions of
Sections 230.501 and 230.502.
2. There were no more than 35 purchasers of securities from the issuer
under each of the offers pursuant to Section 30.506.
3. Each purchaser who is not an accredited investor either alone or
with his purchaser representative(s) has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of the prospective investment, or the issuer reasonably believes
immediately prior to making any sale that such purchaser comes within this
description.
4. The Company has not been subject to any order, judgment, or decree of
any court of competent jurisdiction temporarily, preliminarily or permanently
enjoining such person for failure to comply with Section 230.503.
Item 5. Indemnification of Directors and Officers.
Nevada law provides liberal indemnification of officers and directors of Nevada
corporations.
Section 78.7502 of the Nevada Revised Statutes permits a corporation to
indemnify any officer, Director, employee, or agent, who is, was, or is
threatened to be made a party to any action, whether civil, criminal,
administrative, or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was an officer, director,
employee, or agent, if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of a criminal action, he had no reasonable cause
to believe that his conduct was unlawful. In the case in which a director,
officer, employee, or agent of a corporation has been successful on the merits
or otherwise in defense of such action, the corporation must indemnify him for
expenses, including attorneys fees, actually and reasonably incurred by him.
Insofar as indemnification for liabilities arising under the federal securities
laws may be permitted to directors and controlling persons of the issuer, the
issuer has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the law
and is, therefore, unenforceable. In the event a demand for indemnification is
made, the issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the law and will be governed by the final adjudication of
such issue.
Article Five of the By-Laws of the Company provides for the mandatory
indemnification and reimbursement of any director or officer against expenses
actually and necessarily incurred by them in connection with the defense of an
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been director(s) or officer(s) of the
corporation, except in relation to matters as to which any such director or
officer shall be adjudged to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled, under By-Law,
agreement, vote of shareholders or otherwise.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
(i) Audited Financial Statements
March 12, 1999 (date of inception) through March 31, 2000
JUPITER ENTERPRISES, INC.
Audited Financial Statements
March 31, 2000 and 1999
-------------------------------------------------------------------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
A. Financial statements
-------------------------
Report of independent certified public accountants
Balance sheets, March 31, 2000 and 1999
Statements of loss for the periods ended
March 31, 2000 and 1999
Statements of stockholders' equity for the periods ended
March 31, 2000 and 1999
Statements of cash flows for the periods ended
March 31, 2000 and 1999
Notes to financial statements
B. Financial statement schedules
------------------------------------
Schedules are omitted because of the absence of the conditions under which they
are required, or because the information required by such omitted schedule is
contained in the financial statements or the notes thereto.
Bateman & Co., Inc., P.C.
Certified Public Accountants
5 Briardale Court
Houston, Texas 77027-2904
(713) 552-9800
FAX (713) 552-9700
www.batemanhouston.com
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To The Board of Directors and Stockholders
Jupiter Enterprises, Inc.
Vancouver, BC, Canada
We have audited the accompanying balance sheets of Jupiter Enterprises, Inc. (a
development stage enterprise) as of March 31, 2000 and 1999 and the related
statements of loss, stockholders' equity, and cash flows for the periods then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jupiter Enterprises, Inc. as of
March 31, 2000 and 1999, and the results of its operations and cash flows for
the periods then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company is not currently engaged in a business and has
suffered losses from development stage activities to date, which raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
BATEMAN & CO., INC., P.C.
Houston, Texas
June 27, 2000
Member
INTERNATIONAL ASSOCIATION OF PRACTISING ACCOUNTANTS
Offices in Principal Cities Around The World
<PAGE>
JUPITER ENTERPRISES, INC.
(A development stage enterprise)
Balance Sheets
March 31, 2000 and 1999
--------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
ASSETS 2000 1999
----------------- ---------------
Current assets:
Cash $ 26,462 $ -
Prepaid expenses 489 8,126
----------------- ------------------
Total current assets 26,951 8,126
----------------- ------------------
Total assets $ 26,951 $ 8,126
================= ==================
LIABILITIES
Current liabilities:
Due to related parties $ 450 $ -
Stock subscription proceeds held in trust 1,575 -
----------------- ------------------
Total current liabilities 2,025 -
----------------- ------------------
Total liabilities 2,025 -
Commitments and contingencies - -
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 100,000,000 shares authorized,
2,840,000 and 2,000,000 shares issued and outstanding 2,840 2,000
Capital in excess of par value 32,360 8,000
Deficit accumulated during the development stage (10,274) (1,874)
Total stockholders' equity 24,926 8,126
Total liabilities and stockholders' equity $ 26,951 $ 8,126
</TABLE>
The accompanying notes are an integral part of these statements.
<TABLE>
<CAPTION>
JUPITER ENTERPRISES, INC.
(A development stage enterprise)
Statements of Loss For The Periods Ended
March 31, 2000 and 1999
--------------------------------------------------------------------------------
Inception, Inception
March 12, 1999 March 12, 1999
through Year ended through
March 31, March 31, March 31,
2000 2000 1999
----------------------- -------------------- ----------------
<S> <C> <C> <C>
Revenues $ - $ - $ -
----------------------- -------------------- ----------------
General and administrative expenses:
Legal and professional fees 9,511 7,637 1,874
Other administrative expenses 763 763 -
----------------------- -------------------- ----------------
Total operating expenses 10,274 8,400 1,874
----------------------- -------------------- ----------------
(Loss) before taxes (10,274) (8,400) (1,874)
----------------------- -------------------- ----------------
Provision (credit) for taxes on income:
Current - - -
Deferred - - -
----------------------- -------------------- ----------------
Total provision (credit) for taxes on income - - -
----------------------- -------------------- ----------------
Net (loss) $ (10,274) $ (8,400) $ (1,874)
======================= ==================== ================
Basic earnings (loss) per common share $ (0.00) $ (0.02)
==================== ================
Weighted average number of shares outstanding 2,711,425 105,263
==================== ================
</TABLE>
The accompanying notes are an integral part of these statements.
<TABLE>
<CAPTION>
JUPITER ENTERPRISES, INC.
(A development stage enterprise)
Statements of Stockholders' Equity For The Periods Ended
March 31, 2000 and 1999
--------------------------------------------------------------------------------
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage Total
---------------- -------------- ----------------- ------------ --------
<S> <C> <C> <C> <C> <C>
Inception, March 12, 1999 - $ - $ - $ - $ -
Stock issued for cash 2,000,000 2,000 8,000 - 10,000
Development stage net (loss) - - - (1,874) (1,874)
---------------- -------------- ----------------- ------------ ---------
Balances, March 31, 1999 2,000,000 $ 2,000 $ 8,000 $ (1,874) $ 8,126
---------------- -------------- ----------------- ------------ ----------
Stock issued for cash 840,000 840 24,360 - 25,200
Development stage net (loss) - - - (8,400) (8,400)
Balances, March 31, 2000 2,840,000 $ 2,840 $ 32,360 $ (10,274) $ 24,926
================ ============== ================= ============ ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
JUPITER ENTERPRISES, INC.
(A development stage enterprise)
Statements of Cash Flows For The Periods Ended
March 31, 2000 and 1999
--------------------------------------------------------------------------------
<S> <C> <C> <C>
Inception, Inception
March 12, 1999 March 12, 1999
through Year ended Through
March 31, March 31, March 31,
2000 2000 1999
-------------------- -------------------- --------------
Cash flows from operating activities:
Net (loss) $ (10,274) $ (8,400) $ (1,874)
Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
Decrease (increase) in prepaid expenses (489) 7,637 (8,126)
(Decrease) increase in due to related parties 450 450 -
-------------------- -------------------- --------------
Net cash provided (used) by operating
activities (10,313) (313) (10,000)
-------------------- -------------------- --------------
Cash flows from investing activities: - - -
-------------------- -------------------- --------------
Cash flows from financing activities:
Proceeds from sale of common stock 35,200 25,200 10,000
Proceeds from stock subscription held in trust 1,575 1,575 -
-------------------- -------------------- --------------
Net cash provided (used) by financing activities 36,775 26,775 10,000
-------------------- -------------------- --------------
Net increase (decrease) in cash and equivalents 26,462 26,462 -
Cash and equivalents, beginning of period - - -
-------------------- -------------------- --------------
Cash and equivalents, end of period $ 26,462 $ 26,462 $ -
==================== ==================== ==============
Supplemental cash flow disclosures:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes - - -
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
JUPITER ENTERPRISES, INC.
(A development stage enterprise)
Notes to Financial Statements
March 31, 2000 and 1999
--------------------------------------------------------------------------------
Note 1 - Organization and summary of significant accounting policies:
Following is a summary of the Company's organization and significant accounting
policies:
Organization and nature of business - Jupiter Enterprises, Inc. (the Company) is
a Nevada corporation incorporated on March 12, 1999. It is based in Vancouver,
British Columbia, Canada.
The Company's intent is to become a direct sales marketing company that markets,
distributes and sells its own brand of natural health products via the Internet.
All of its products will be purchased from manufacturers or brokers and bear the
Herbal Traditions brand label. The Company's internet website is currently
under construction and will be the centerpiece of its marketing operation. The
website will display product information, articles about specific ailments,
links to other related websites, and an on-line forum and bulletin board.
Customers will be able to place their orders via the internet in a secured
e-commerce connection. The Company expects to market to a global customer base.
To date, the Company's activities have been limited to its formation and the
raising of equity capital. In its current development stage, management
anticipates incurring substantial additional losses as it implements its
business plan.
Basis of presentation - The accounting and reporting policies of the Company
conform to generally accepted accounting principles applicable to development
stage enterprises.
Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The Company's
periodic filings with the Securities and Exchange Commission include, where
applicable, disclosures of estimates, assumptions, uncertainties and
concentrations in products and markets which could affect the financial
statements and future operations of the Company.
Cash and cash equivalents - For purposes of the statement of cash flows, the
Company considers all cash in banks, money market funds, and certificates of
deposit with a maturity of less than three months to be cash equivalents.
Fair value of financial instruments and derivative financial instruments - The
Company has adopted Statement of Financial Accounting Standards number 119,
Disclosure About Derivative Financial Instruments and Fair Value of Financial
Instruments. The carrying amounts of cash, accounts payable, and accrued
expenses approximate fair value because of the short maturity of these items.
These fair value estimates are subjective in nature and involve uncertainties
and matters of significant judgment, and, therefore, cannot be determined with
precision. Changes in assumptions could significantly affect these estimates.
The Company does not hold or issue financial instruments for trading purposes,
nor does it utilize derivative instruments in the management of its foreign
exchange, commodity price or interest rate market risks.
<PAGE>
JUPITER ENTERPRISES, INC.
(A development stage enterprise)
Notes to Financial Statements
March 31, 2000 and 1999
--------------------------------------------------------------------------------
Federal income taxes - Deferred income taxes are reported for timing differences
between items of income or expense reported in the financial statements and
those reported for income tax purposes in accordance with Statement of Financial
Accounting Standards number 109 Accounting for Income Taxes, which requires the
use of the asset/liability method of accounting for income taxes. Deferred
income taxes and tax benefits are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and for tax loss
and credit carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
The Company provides deferred taxes for the estimated future tax effects
attributable to temporary differences and carryforwards when realization is more
likely than not.
Net income per share of common stock - The Company has adopted FASB Statement
Number 128, Earnings per Share, which requires presentation of basic and diluted
EPS on the face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator and denominator of the
basic EPS computation to the numerator and denominator of the diluted EPS
computation. In the accompanying financial statements, basic earnings per share
of common stock is computed by dividing net income by the weighted average
number of shares of common stock outstanding during the period. The Company did
not have a complex capital structure requiring the computation of diluted
earnings per share.
Note 2 - Capital stock:
Since its inception, the Company has issued shares of its common stock as
follows:
<TABLE>
<C> <C> <C> <C> <C>
Price Per
Date Description Shares Share Amount
------------------------------------------------------------------------------------------------------
03/30/99 Shares issued for cash 2,000,000 $0.005 $10,000
05/27/99 Shares issued for cash 840,000 0.030 25,200
Cumulative total 2,840,000 $35,200
============ =============
</TABLE>
The Company's articles of incorporation also authorize it to issue preferred
stock in one or more series and in such amounts as may be determined by the
Board of Directors. At March 31, 2000, no preferred stock series had been
created.
Note 3 - Federal income tax:
The Company follows Statement of Financial Accounting Standards Number 109
(SFAS 109), Accounting for Income Taxes. Deferred income taxes reflect the net
effect of (a) temporary difference between carrying amounts of assets and
liabilities for financial purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carryforwards. No net provision for
refundable Federal income tax has been made in the accompanying statement of
loss because no recoverable taxes were paid previously. Similarly, no
deferred tax asset attributable to the net operating loss carryforward has
been recognized, as it is not deemed likely to be realized.
The provision for refundable Federal income tax consists of the following:
<PAGE>
JUPITER ENTERPRISES, INC.
(A development stage enterprise)
Notes to Financial Statements
March 31, 2000 and 1999
-------------------------------------------------------------------------------
<TABLE>
<C> <C> <C>
2000 1999
----------------------------------------
Refundable Federal income tax attributable to:
Current operations $(2,800) $(600)
Less, Limitation due to absence of prior
year taxable income 2,800 600
----------------------------------------
Net refundable amount - -
========================================
</TABLE>
The cumulative tax effect at the expected rate of 34% of significant items
comprising the Company's net deferred tax amounts as of March 31, 2000 and 1999
are as follows:
<TABLE>
<C> <C> <C>
2000 1999
----------------------------------------
Deferred tax asset attributable to:
Net operating loss carryover $( 3,400) $(600)
Less, Valuation allowance 3,400 600
----------------------------------------
Net deferred tax asset - -
=========================================
</TABLE>
At March 31, 2000, the Company had unused net operating loss carryovers which
may be used to offset future taxable income and which expire as follows:
<TABLE>
<C> <C>
Expires March 31, Amount
----------------------------------------------------------- -------------------
2019 $ 1,874
2020 8,400
Total net operating loss carryover $ 10,274
</TABLE>
Note 4 - Related party transactions:
The Company paid an officer and a former director of the company $7,637 in 2000,
and $1,874 in 1999, in professional fees for legal services. Prepaid expenses
include $489 and $8,126 paid to the same officer and former director of the
company for legal services in 2000 and 1999 respectively.
As of March 31, 2000, amounts due to directors of the company are $450.
Note 5 - Uncertainty, going concern:
At March 31, 2000, the Company was not currently engaged in a business and had
suffered losses from development stage activities to date. Although management
is currently attempting to implement its business plan (see Note 1 above) and is
seeking additional sources of equity or debt financing, there is no assurance
these activities will be successful. Accordingly, the Company must rely on its
officers and directors to perform essential functions without compensation until
a business operation can be commenced. These factors raise substantial doubt
doubt about the ability of the Company to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
<PAGE>
JUPITER ENTERPRISES, INC.
(A development stage enterprise)
Notes to Financial Statements
March 31, 2000 and 1999
--------------------------------------------------------------------------------
Note 6 - Subsequent events:
At March 31, 2000, the Company was arranging a private placement of 202,000
common shares for $0.03 per share, for an aggregate amount of $6,060, pursuant
to a Regulation D, Rule 504 Stock Offering. As of March 31, 2000, a total of
52,500 shares had been sold for $1,575. Subsequent to year-end, the remaining
149,500 shares were subscribed for $4,485. The stock offering was completed June
20, 2000.
Note 7 - New accounting pronouncements:
The Financial Accounting Standards Board has issued several new accounting
pronouncements which may affect the Company in future years. FASB Statement
Number 128, Earnings per Share, became effective for periods ending after
December 15, 1997, simplifies the standards for computing earnings per share,
and makes them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS. It also requires
dual presentation of basic and diluted EPS on the face of the income statement
for all entities with complex capital structures and requires a reconciliation
of the numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation.
FASB Statement Number 130, Reporting Comprehensive Income, became effective for
fiscal years beginning after December 15, 1997, and establishes standards for
reporting and display of comprehensive income and its components (revenues,
expenses, gains, and losses) in a full set of general-purpose financial
statements. This Statement requires that all items that are required to
be recognized under accounting standards as components of comprehensive income
be reported in a financial statement that is displayed with the same prominence
as other financial statements. The Company had no comprehensive income other
than net income during the last two fiscal years.
FASB Statement Number 131, Disclosures about Segments of an Enterprise and
Related Information, became effective for fiscal years beginning after December
15, 1997, and establishes standards for the way that public business enterprises
report information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas, and major customers. As the Company has only one business
segment, the pronouncement had no material effect during the current periods.
FASB Statement Number 132, Employers' Disclosures about Pensions and Other
Postretirement Benefits, became effective for fiscal years beginning after
December 15, 1997, and revises employers' disclosures about pension and other
postretirement benefit plans. It does not change the measurement or recognition
of those plans. It standardizes the disclosure requirements for pensions and
other postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis, and eliminates certain disclosures.
Since the Company has no pension or postretirement benefit plans, the
pronouncement had no effect in the current periods.
FASB Statement Number 133, Accounting for Derivative Instruments and Hedging
Activities, becomes effective for fiscal years beginning after June 15, 1999,
and establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. The
Company does not believe this pronouncement will have a material effect on its
financial statements in the near future.
<PAGE>
JUPITER ENTERPRISES, INC.
(A development stage enterprise)
Notes to Financial Statements
March 31, 2000 and 1999
--------------------------------------------------------------------------------
FASB Statement Number 134, Accounting for Mortgage-Backed Securities Retained
after the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise, becomes effective for fiscal years beginning after December 15,
1998. It is not expected to apply to the Company.
Note 8 - Year 2000 compliance:
The Company utilizes "off-the-shelf" computer software in its operations
obtained from major vendors such as Intuit and Microsoft. Currently, management
believes that most critical systems are year 2000 compliant, or will be made
compliant prior to December 31, 2000. The estimated cost of becoming compliant
is minimal, and is not expected to have a material effect on the financial
statements or the Company's ability to serve its customers.
<PAGE>
Jupiter Enterprises, Inc.
Financial Data Schedule
March 31, 2000
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS OF JUPITER ENTERPRISES, INC. AS OF
MARCH 31, 2000 AND FOR THE PERIOD THEN ENDED, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>
Item Number Item Description Amount
<S> <C> <C>
period type annual
fiscal year end Mar 31 2000
period end Mar 31 2000
5-02(1) cash and cash items 26,462
5-02(2) marketable securities -
5-02(3)(a)(1) notes and accounts receivable-trade -
5-02(4) allowance for doubtful accounts -
5-02(6) inventory -
5-02(9) total current assets 26,951
5-02(13) property, plant, and equipment -
5-02(14) accumulated depreciation -
5-02(18) total assets 26,951
5-02(21) total current liabilities 2,025
5-02(22) bonds, mortgages, and similar debt -
5-02(28) preferred stock-mandatory redemption -
5-02(29) preferred stock-no mandatory redemption -
5-02(30) common stock 2,840
5-02(31) other stockholders' equity 22,086
5-02(32) total liabilities and stockholders' equity 26,951
5-03(b)(1)(a) net sales of tangible products -
5-03(b)(1) total revenues -
5-03(b)(2)(a) cost of tangible goods sold -
5-03(b)(2) total costs and expenses applicable to sales and revenues -
5-03(b)(3) other costs and expenses 8,400
5-03(b)(5) provision for doubtful accounts and notes -
5-03(b)(8) interest and amortization of debt discount -
5-03(b)(10) income before taxes and other items (8,400)
5-03(b)(11) income tax expense -
5-03(b)(14) income/loss continuing operations (8,400)
5-03(b)(15) discontinued operations -
5-03(b)(17) extraordinary items -
5-03(b)(18) cumulative effect-changes in accounting principles -
5-03(b)(19) net income or loss (8,400)
5-03(b)(20) earnings per share - primary (0.00)
5-03(b)(20) earnings per share - fully diluted (0.00)
</TABLE>
<PAGE>
PART III
Item 3. Index to Exhibits
The following exhibits are filed as a part of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Page of this
Number Description Form 10-SB
------------------------------------------------------------------------------------------
<S> <C> <C>
2.1 Articles of Incorporation _____
2.2 By-Laws _____
4.1 Form of Subscription Agreement - Phase I _____
4.2 Form of Subscription Agreement - Phase II _____
10.1 Consent of Accountant _____
</TABLE>
Summaries of all exhibits contained within this Registration Statement are
modified in their entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
JUPITER ENTERPRISES, INC.
Date: 8/11/00 /s/ Curtis Mearns
--------------------------
CURTIS MEARNS
President, Director
Date: 8/11/00 /s/ Tanis Cornwall
--------------------------
TANIS CORNWALL
Secretary, Treasurer, Director
