UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND
EXCHANGE ACT OF 1934
For the Quarter ended June 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THEE
EXCHANGE ACT
For the transition period _____________ to _____________
Commission file number 0-30108
IJC VENTURES CORP.
(Exact name of Small Business Company in its charter)
FLORIDA 65-0911072
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
7695 S.W. 104th Street,Miami. Florida 33156
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (305) 663-3333
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding twelve months (or such shorter period that the Registrant
was required to file such reports), and (2) has been subject to file such filing
requirements for the past thirty days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report: 5,000,000
Shares of Common Stock ($.001 par value)
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
<PAGE>
IJC VENTURES CORP.
PART I: Financial Information
ITEM 1 - Financial statements
ITEM 2 - Management's' discussion and analysis of
financial condition and results of operations
PART II: Other Information
2
<PAGE>
IJC VENTURES CORP.
(A DEVELOPMENT STATE COMPANY)
BALANCE SHEET
JUNE 30, 1999
ASSETS
------
Current Assets:
Total Current Assets $ -
----------
TOTAL ASSETS $ -
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Total Current Liabilities $ -
----------
TOTAL LIABILITIES $ -
----------
Stockholders' Equity:
Capital Stock -
Preferred stock, $.005 par value
500,000 shares authorized,
500,000 shares issued and outstanding $ 2,500
Common stock, $.00005 par value
200,000 shares authorized,
5,000,000 shares issued and outstanding 2,500
Capital in excess of par value 900
(Deficit) accumulated during development stage (5,900)
Total Stockholders' Equity $ -
----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ -
==========
See accompanying Notes to Financial Statements.
3
<PAGE>
IJC VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
FOR THE SIX MONTHS AND THE THREE MONTHS ENDED JUNE 30, 1999 AND 1998
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
-------------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Operating Expenses $ -- $ -- $ -- $ --
----------- ----------- ----------- -----------
Income (loss) from operations $ -- $ -- $ -- $ --
RETAINED EARNINGS
(DEFICIT), BEGINNING
OF PERIOD (5,900) (5,000) (5,900) (5,000)
----------- ----------- ----------- -----------
RETAINED EARNINGS
(DEFICIT), END OF
PERIOD $ (5,900) $ (5,000) $ (5,900) $ (5,000)
=========== =========== =========== ===========
Per share information:
Basic and diluted (loss)
per common share $ -- $ -- $ -- $ --
=========== =========== =========== ===========
Weighted average shares
outstanding 5,000,000 5,000,000 5,000,000 5,000,000
=========== =========== =========== ===========
</TABLE>
See accompanying Notes to Financial Statements.
4
<PAGE>
IJC VENTURES CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
1999 1998
--------- ---------
Cash Flows From Operating Activities:
Net Income (Loss) $ -- $ --
Adjustments to reconcile net income to net cash
provided by operating activities -- --
--------- ---------
Net Cash Provided By (Used By)
Operating Activities $ -- $ --
--------- ---------
Cash Flows From Investing Activities:
Net cash provided by (used in) investing activities $ -- $ --
--------- ---------
Cash Flows From Financing Activities:
Net cash provided by (used in) financing activities $ -- $ --
--------- ---------
Net increase in cash and cash equivalents $ -- $ --
Cash and Cash Equivalents at the
Beginning of the Period -- --
--------- ---------
Cash and Cash Equivalents at the
End of the Period $ -- $ --
========= =========
Additional Cash Flow Information:
Cash paid during the period for:
Interest (noncapitalized) $ -- $ --
Income taxes $ -- $ --
See accompanying Notes to Consolidated Financial Statements.
5
<PAGE>
IJC VENTURES CORP.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
1. Organization -
--------------
The Company was incorporated in Florida on July 9, 1993 as Software in
Motion, Inc. and on November 5, 1998 effected a name change to IJC
Ventures, Inc. The Company is in its development stage and to date its
activities have been limited to organization and capital formation.
2. Intangible Assets -
-------------------
The Company makes reviews for the impairment of long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121, an impairment loss would be recognized
when estimated future cash flows expected to result from the use of the
asset and its eventual disposition is less than its carrying amount. No
such impairment losses have been identified by the Company to date.
3. Income Per Share -
------------------
Basic Earnings per Share ("EPS") is computed by dividing net income
available to common stockholders by the weighted average number of
common stock shares outstanding during the year. Diluted EPS is
computed by dividing net income available to common stockholders by the
weighted average number of common stock shares outstanding during the
year plus potential dilutive instruments such as stock options and
warrants. The effect of stock options on diluted EPS is determined
through the application of the treasury stock method, whereby proceeds
received by the Company based on assumed exercises are hypothetically
used to repurchase the Company's common stock at the average market
price during the period. Loss per share is unchanged on a diluted basis
since the Company has no potentially dilutive securities outstanding.
4. Cash -
------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.
6
<PAGE>
5. Use of Estimates -
------------------
The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from these estimates.
IJC Ventures Corp.
Notes to Financial Statements (Continued) June 30, 1999
6. Financial Instruments -
-----------------------
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these
financial instruments approximates fair value because of their
short-term maturities. Financial instruments that potentially subject
the Company to a concentration of credit risk consist principally of
cash. During the year the Company did not maintain cash deposits at
financial institutions in excess of the $100,000 limit covered by the
Federal Deposit Insurance Corporation. The Company does not hold or
issue financial instruments for trading purposes nor does it hold or
issue interest rate or leveraged derivative financial instruments.
7. Stock-Based Compensation -
--------------------------
The Company adopted Statement of Financial Accounting Standard No. 123
(FAS 123), Accounting for Stock-Based Compensation beginning with the
Company's first quarter of 1996. Upon adoption of FAS 123, the Company
continued to measure compensation expense for its stock-based employee
compensation plans using the intrinsic value method prescribed by APB
No. 25, Accounting for Stock Issued to Employees. The Company did not
pay any stock-based compensation during any period presented.
8. Comprehensive Income -
----------------------
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines
for all items that are to be recognized under accounting standards as
components of comprehensive income to be reported in the financial
statements. The statement is effective for all periods beginning after
December 15, 1997 and reclassification financial statements for earlier
periods will be required for comparative purposes. To date, the Company
has not engaged in transactions which would result in any significant
difference between its reported net loss and comprehensive net loss as
defined in the statement.
9. Costs of Computer Software -
----------------------------
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use ("SOP 98-1"). SOP 98-1
provides authoritative guidance on when internaluse software costs
should be capitalized and when these costs should be expensed as
incurred.
Effective in 1998, the Company adopted SOP 98-1, however the Company
has not incurred costs to date which would require evaluation in
accordance with the SOP.
7
<PAGE>
10. Segments -
----------
Effective December 31, 1998, the Company adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information
("SFAS 131"). SFAS 131 superseded SFAS No. 14, Financial Reporting for
Segments of a Business Enterprise. SFAS 131
IJC Ventures Corp.
Notes to Financial Statements (Continued) June 30, 1999
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. SFAS
131 also establishes standards for related disclosures about products
and services, geographic areas, and major customers. The adoption of
SFAS 13 did not affect results of operations or financial position. To
date, the Company has not operated in any business activity.
11. Pensions and Other Post-Retirement Benefits -
---------------------------------------------
Effective December 31, 1998, the Company adopted the provisions of SFAS
No. 132, Employers' Disclosures about Pensions and Other
Post-Retirement Benefits ("SFAS 132"). SFAS 132 supersedes the
disclosure requirements in SFAS No. 87, Employers' Accounting for
Pensions, and SFAS No. 106, Employers' Accounting for PostRetirement
Benefits Other Than Pensions. The overall objective of SFAS 132 is to
improve and standardize disclosures about pensions and other
post-retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results of
operations or financial position.
The Company has not initiated benefit plans to date which would require
disclosure under the statement.
12. Derivative Instruments -
------------------------
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities
("SFAS 133"), which is required to be adopted in years beginning after
June 15, 1999. SFAS 133 will require the Company to recognize all
derivatives on the balance sheet at fair value. Derivatives that are
not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes in
the fair value of derivatives will either be offset against the change
in fair value of hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the
hedged item is recognized in earnings. The ineffective portion of a
derivative's change in fair value will be immediately recognized in
earnings. The Company has not yet determined what the effect of SFAS
133 will be on earnings and the financial position of the Company,
however it believes that it has not to date engaged in significant
transactions encompassed by the statement.
8
<PAGE>
NOTE B - STOCKHOLDERS' EQUITY
On January 3, 1994 the Company issued 500,000 shares of its preferred
stock valued at $2,500 and 5,000,000 shares of its common stock valued
at $2,500 to its founders in exchange for services. During the year
ended December 31, 1998, the Company's principal shareholder paid
expenses of the Company amounting to $900. The stockholder does not
expect repayment of the expenses paid and the Company has recorded the
expenses as a contribution to its capital by the shareholder.
IJC Ventures Corp.
Notes to Financial Statements (Continued) June 30, 1999
NOTE C - RELATED PARTY TRANSACTIONS
- -----------------------------------
The Company neither owns nor leases any real or personal property.
Office services are provided without charge by an officer of the
Comapny. Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business activities and
may become involved in other business activities in the future. Such
business activities may conflict with the activities of the Company.
The Company has not formulated a policy for the resolution of any such
conflicts that may arise.
NOTE D - INTERIM FINANCIAL STATEMENTS
- -------------------------------------
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
information and with the instructions incorporated in Regulation 10-SB
of the Securities and Exchange Commission. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring adjustments and accruals) considered necessary for a fair
presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. The
accompanying financial statements should be read in conjunction with
the Company's financial statements for the year ended December 31,
1998.
Basic loss per share was computed using the weighted average number of
common shares outstanding.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations:
Plan of Operation
-----------------
IJC Ventures Corp. (the "Company") was organized under the laws of the
State of Florida to engage in any lawful business. The Company was formed for
the purpose of creating a vehicle to obtain capital to take advantage of
business opportunities that may have potential for profit. Management of the
Company has unlimited discretion in determining the business activities in which
the Company will become engaged. Such companies are commonly referred to as
"blind pool/blank check" companies. There is and can be no assurance that the
Company will be able to acquire an interest in any such opportunities that may
exist or that any activity of the Company, even after any such acquisition, will
be profitable.
The Company has generated no revenues from its operations and has been
a development stage company since inception. Since the Company has not generated
revenues and has never been in a profitable position, it operates with minimal
overhead.
During the period of this report, the Company has not engaged in any
preliminary efforts intended to identify any possible acquisitions nor entered
into a letter of intent concerning any business opportunity.
Liquidity and Capital Resources
-------------------------------
At June 30, 1999, the Company had no material cash or other assets with
which to conduct operations. There can be no assurance that the Company will be
able to complete its business plan and to exploit fully any business opportunity
that management may be able to locate on behalf of the Company. Due to the lack
of a specified business opportunity, the Company is unable to predict the period
for which it can conduct operations. Accordingly, the Company will need to seek
additional financing through loans, the sale and issuance of additional debt
and/or equity securities, or other financing arrangements. Management of the
Company has advised that they will pay certain costs and expenses of the Company
from their personal funds as interest free loans in order to facilitate
development of the Company's business plan. Management believes that the Company
has inadequate working capital to pursue any operations at this time; however,
loans to the Company from management may facilitate development of the business
plan. For the foreseeable future, the Company through its management intends to
10
<PAGE>
pursue acquisitions as a means to develop the Company. The Company does not
intend to pay dividends in the foreseeable future. As of the end of the
reporting period, the Company had no material cash or cash equivalents. There
was no significant change in working capital during this quarter.
Year 2000 Issues
----------------
"Year 2000 problems" result primarily from the inability of some computer
software to properly store, recall or use data after December 31, 1999. The
Company is engaged primarily in organizational and fund raising activities and
accordingly, does not rely on information technology ("IT") systems. Accordingly
the Company does not believe that it will be materially affected by Year 2000
problems. The Company relies on non-IT systems that may suffer from Year 2000
problems including telephone systems, facsimile and other office machines.
Moreover, the Company relies on third parties that may suffer from Year 2000
problems that could affect the Company's operations including banks and
utilities. In light of the Company' s minimal operations, the Company does not
believe that such non-IT systems or third-party Year 2000 problems will affect
the Company in a manner that is different or more substantial than such problems
affect other similarly situated companies. Consequently, the Company does not
currently intend to conduct a readiness assessment of Year 2000 problems or
develop a detained contingency plan with respect to Year 2000 problems that may
affect the Company or third parties.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
There are no pending legal proceedings, and the Company is not aware of any
threatened legal proceedings, to which the Company is a party or to which its
property is subject.
Item 2. Changes in Securities.
(a) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.
(b) None of the rights evidenced by any class of the Company's registered
securities have been materially limited or qualified by the issuance or
modification of any other class of the Company's securities.
11
<PAGE>
Item 3. Defaults Upon Senior Securities.
(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
(Not applicable)
Item 5. Other Information.
(Not applicable)
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
No exhibits as set forth in Regulation SB, are considered necessary for
this filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report
is filed.
12
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
Undersigned thereunto duly authorized.
Date: August 11, 1999 /s/ Eric P. Littman
--------------------------
Eric P. Littman, President
13
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
2,500
<COMMON> 2,500
<OTHER-SE> (5,000)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
