SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: April 30, 2000
Commission file number 000-29189
J S J CAPITAL II INC.
(Exact name of registrant as specified in its charter)
Nevada 84-1522580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 E. Flamingo Rd #111
Las Vegas, Nevada 89119
(Address of principal executive offices (zip code)
(702) 866-5843
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the last 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at
April 30, 2000
Common Stock, par value $0.0001 672,000
<PAGE>
<TABLE>
ITEM 1. FINANCIAL STATEMENTS
J S J CAPITAL II INC
(A Development Stage Company)
BALANCE SHEET
April 30, 2000
(Unaudited)
ASSETS
April
3, 2000
-------------
<S> <C>
CURRENT ASSETS
Cash $ 0
-------------
TOTAL CURRENT ASSETS $ 0
-------------
OTHER ASSETS $ 0
-------------
TOTAL OTHER ASSETS $ 0
-------------
TOTAL ASSETS $ 0
===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
J S J CAPITAL II INC
(A Development Stage Company)
BALANCE SHEET
April 30, 2000
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
April
30, 2000
-------------
<S> <C>
TOTAL CURRENT LIABILITIES $ 0
-----------
STOCKHOLDERS' EQUITY
Common stock, par value $.0001
Authorized 50,000,000 shares
issued and outstanding at
April 30, 2000-672,000 shares $ 67
Additional paid in Capital 233
Deficit accumulated during
the development stage (300)
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0
=========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
J S J CAPITAL II INC
(A Development Stage Company)
STATEMENT OF OPERATIONS
April 30, 2000
(Unaudited)
October 6,
1999
April (INCEPTION)
30, 2000 to
April 30,
2000
----------- -----------
<S> <C> <C>
INCOME
Revenue $ 0 $ 0
----------- -----------
EXPENSES
General and
Administrative $ 300 $ 300
----------- -----------
Total Expenses $ 300 $ 300
----------- -----------
Net Loss $ (300) $ (300)
Net Profit
or Loss(-)
Per weighted
Share (Note #1) $ (.00) $ (.00)
========= =========
Weighted average
Number of common
shares outstanding 672,000 672,000
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
J S J CAPITAL II INC
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
April 30, 2000
(Unaudited)
Additional Accumulated
Common Stock paid-in Deficit
Shares Amount capital
-------------- ------------- --------- -------------
<S> <C> <C> <C> <C>
Balance,
October 31, 1999 672,000 67 $ 233 $ (300)
Net loss three
months ended
April 30, 2000 0 0 0 (300)
-------------- ----------- ------------ -------------
Balance,
April 30, 2000 672,000 67 $ 233 $ (300)
========= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
J S J CAPITAL II INC
(A Development Stage Company)
STATEMENT OF CASH FLOWS
April 30, 2000
(Unaudited)
October 6,
1999
April (INCEPTION)
30, 2000 To
April 30,
2000
------------ ------------
Cash Flows from Operating Activities:
<S> <C> <C>
Net Loss from Operations $ (300) $ (300)
-------------- ------------
Net cash used in operating activities $ (300) $ (300)
------------- ------------
Cash Flows from Financing Activities:
Common Stock for Cash 300 300
-------------- ------------
Net cash provided by financing 300 300
activities
-------------- ------------
Net Increase in Cash 0 0
Cash, Beginning of Period 0 0
-------------- ------------
Cash, End of Period $ 0 $ 0
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
J S J CAPITAL II INC
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
HISTORY
J.S.J. Capital II Inc. (the Company), a development stage company, was
organized under the laws of the State of Nevada on October 6, 1999. The
Company is in the development stage as defined in Financial Accounting
Standards Board Statement No. 7. The fiscal year end is October 31, 2000.
GOING CONCERN
The Company's financial statements have been presented on the basis that
it is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company is
in the development stage and has not earned any revenues from operations to
date.
The Company is currently devoting its efforts to locating merger
candidates. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital, locate and
complete a merger with another company, and ultimately, achieve profitable
operations. The accompanying financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
INCOME TAXES
The Company uses the liability method of accounting for income taxes
pursuant to Statement of Financial Accounting Standards No. 109. Under this
method, deferred income taxes are recorded to reflect the tax consequences in
future years of temporary differences between the tax basis of the assets and
liabilities and their financial amounts at year-end.
For federal income tax purposes, substantially all expenses must be
deferred until the Company commences business and then they may be written
off over a 60-month period. Therefore, $300 of net losses incurred in the
period from October 6, 1999 (inception) to April 30, 2000 has not been
deducted for tax purposes and represent a deferred tax asset. The Company is
providing a valuation allowance in the full amount of the deferred tax asset
since there is no assurance of future taxable income. Tax-deductible losses
can be carried forward for 20 years until utilized.
EARNINGS (LOSS) PER COMMON SHARE
During 1997 the Financial Accounting Standard Board (FASB) issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
(SFAS 128). SFAS 128 replaced the calculation of primary and fully diluted
earnings per share with basic and diluted earnings per share. Basic earnings
(loss) per common share are computed based upon the weighted average number
of common shares outstanding during the period. Diluted earnings per share
consists of the weighted average number of common shares outstanding plus the
dilutive effects of options and warrants calculated using the treasury stock
method. In loss periods, dilutive common equivalent shares are excluded as
the effect would be anti-dilutive.
<PAGE>
J S J CAPITAL II INC
(FORMERLY TITANIC LAS VEGAS, INC.)
(A Development Stage Company)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
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, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates and
assumptions.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company has registered its common stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic and episodic reports under Rule
13(a) of the Exchange Act, including quarterly reports on Form 10-QSB and
annual reports Form 10-KSB. As a reporting company under the Exchange Act,
the Company may register additional securities on Form S-8 (provided that it
is then in compliance with the reporting requirements of the Exchange Act)
and on Form S-3 (provided that is has during the prior 12 month period timely
filed all reports required under the Exchange Act), and its class of common
stock registered under the Exchange Act may be traded in the United States
securities markets provided that the Company is then in compliance with
applicable laws, rules and regulations, including compliance with its
reporting requirements under the Exchange Act.
We are currently seeking to engage in a merger with or acquisition of an
unidentified foreign or domestic company which desires to become a reporting
("public") company whose securities are qualified for trading in the United
States secondary market. We meet the definition of a "blank check" company
contained in Section (7)(b)(3) of the Securities Act of 1933, as amended. We
have been in the developmental stage since inception and have no operations
to date. Other than issuing shares to our original stockholders, we have not
commenced any operational activities.
We will not acquire or merge with any entity which cannot provide
audited financial statements at or within a reasonable period of time after
closing of the proposed transaction. We are subject to all the reporting
requirements included in the Exchange Act. Included in these requirements is
our duty to file audited financial statements as part of our Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as our audited financial statements included
in our annual report on Form 10-K (or 10-KSB, as applicable). If such
audited financial statements are not available at closing, or within time
parameters necessary to insure our compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform
to the representations made by the target business, the closing documents may
provide that the proposed transaction will be voidable at the discretion of
our present management.
We will not restrict our search for any specific kind of businesses, but
may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business
life. It is impossible to predict at this time the status of any business in
which we may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which we may offer.
A business combination with a target business will normally involve the
transfer to the target business of the majority of our common stock, and the
substitution by the target business of its own management and board of
directors.
We have, and will continue to have, no capital with which to provide the
owners of business opportunities with any cash or other assets. However,
management believes we will be able to offer owners of acquisition candidates
the opportunity to acquire a controlling ownership interest in a publicly
registered company without incurring the cost and time required to conduct an
initial public offering. Our officer and director has not conducted market
research and is not aware of statistical data to support the perceived
benefits of a merger or acquisition transaction for the owners of a business
opportunity.
<PAGE>
Our Officer and Director has agreed that he will advance any additional
funds which we need for operating capital and for costs in connection with
searching for or completing an acquisition or merger. Such advances will be
made without expectation of repayment unless the owners of the business which
we acquire or merge with agree to repay all or a portion of such advances.
There is no minimum or maximum amount the Officer and Director will advance
to us. We will not borrow any funds for the purpose of repaying advances
made by such Officer and Director, and we will not borrow any funds to make
any payments to our promoters, management or their affiliates or associates.
The Board of Directors has passed a resolution which contains a policy
that we will not seek an acquisition or merger with any entity in which our
officer, director, stockholder or his affiliates or associates serve as
officer or director or hold more than a 10% ownership interest.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000
Many existing computer programs use only two digits to identify a year
in such program's date field. These programs were designed and developed
without consideration of the impact of the change in century for which four
digits will be required to accurately report the date. If not corrected,
many computer applications could fail or create erroneous results by or
following the year 2000 ("Year 2000 Problem"). Many of the computer programs
containing such date language problems have not been corrected by the
companies or governments operating such programs. The Company does not have
operations and does not maintain computer systems. However, it is impossible
to predict what computer programs will be effected, the impact any such
computer disruption will have on other industries or commerce or the severity
or duration of a computer disruption.
Before the Company enters into any business combination, it will inquire
as to the status of any target company's Year 2000 Problem, the steps such
target company has taken to correct any such problem and the probable impact
on such target company of any computer disruption. However, there can be no
assurance that the Company will not combine with a target company that has an
uncorrected Year 2000 Problem or that any such Year 2000 Problem corrections
are sufficient. The extent of the Year 2000 Problem of a target company may
be impossible to ascertain and its impact on the Company is impossible to
predict.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company is
unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
On May 11, 2000. Anthony N. DeMint purchased all of the 672,000 shares
of J.S.J. Capital II, Inc. issued and outstanding Common Stock from of the
Company's stockholders for total consideration of $175,000.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
On May 12, 2000 J.S.J. Capital II, Inc. accepted the resignations of
Jeff P. Ploen, James W. Toot and Lawrence Deitler as Officers and Directors
and Anthony N. DeMint became Sole Director, President, Secretary, Treasurer
and the only stockholder of record.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
There were no exhibits filed by the Company during the quarter.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the
quarter.
<PAGE>
SIGNATURES
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.
J S J CAPITAL II INC
By:_/s/ Anthony N. DeMint________
Anthony N. DeMint, President
Dated: June 21, 2000
