Registration No. 333-40360
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
POST EFFECTIVE AMENDMENT # 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JT Bowling Enterprises, Inc.
(Name of Small Business Issuer in its charter)
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Delaware 5941 31-1416624
(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
organization) Classification Code Nubmer) Identification No.)
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753 Bandit Trail Fort Worth TX, 76180
(817) 577-4726
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
David R. Clifton
753 Bandit Trail Fort Worth TX, 76180
(817) 577-4726
(Name, address, and telephone number of agent for service)
Copies of Communications to:
Shawn F. Hackman, a P.C.,
3360 West Sahara Avenue, Suite 200, Las Vegas,
Nevada 89102
Telephone: (702) 732-2253
Facsimile: (702) 940-4006
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date of
this Registration Statement.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following box.
/ X /
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of
the earlier registration statement for the same offering. / /
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
/ /
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH * * PROPOSED MAX. *
CLASS OF * * AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE(1)(2)(3)
------------------- -------------------------- ------------------ ------------
------------------- ---------------------------------------- -----------------
Common Stock,
$.001 2,725,000 $0.50(1) $1,362,500 $359.70
------------------- ----------------------------------------- -----------------
------------------- ----------------------------------------- -----------------
TOTAL 2,725,000 $ 0.50 $1,362,500 $359.70
------------------- ----------------------------------------- -----------------
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(1) Estimated solely for purposes of calculating the registration fee.
(2) Includes 2,525,000 shares of common stock to be registered on behalf of the
19 selling security-holders.
(3) Previously paid by electronic transfer.
PART ONE. INFORMATION REQUIRED IN PROSPECTUS
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PROSPECTUS
JT BOWLING ENTERPRISES, INC.
2,725,000
Common Stock
Offering Price $0.50 per share
JT Bowling Enterprises, Inc., a Delaware corporation ("Company"), is hereby
offering up to 200,000 shares of its $0.01 par value common stock ("Shares") at
an offering price of $0.50 per Share pursuant to the terms of this Prospectus
for the purpose of providing us with working capital. . In addition, we are
registering 2,525,000 outstanding shares on behalf of the holders of our common
stock. All costs incurred in the registration of these shares are being borne by
us. No underwriter or broker/dealer has been retained by management to assist in
the sale of the shares. All shares sold will be offered by the our Officers and
Directors.
The shares will become tradeable on the effective date of this prospectus. The
selling securityholders will receive the proceeds from the sale of their shares
and we will not receive any of the proceeds from such sales. The selling
securityholders, directly or through agents, dealers or representatives to be
designated from time to time, may sell their shares on terms to be determined at
the time of sale. SEE "PLAN OF DISTRIBUTION." The selling securityholders
reserve the sole right to accept or reject, in whole or in part, any proposed
purchase of his shares being offered for sale.
The Shares offered hereby are highly speculative and involve a high degree of
risk to public investors and should be purchased only by persons who can afford
to lose their entire investment (See "Risk Factors").
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Price To Underwriting Proceeds to Issuer
Public (1) Discouts & Commission
Per Share $ 0.50 -0- $0.50
Minimum $ 20,000.00 -0- $20,000.00
Maximum $100,000.00 -0- $100,000.00
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Information contained herein is subject to completion or amendment. The
registration statement relating to the securities has been filed with the
Securities and Exchange Commission. The securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Dated ________________, 2000
This offering involves a significant degree of risk and prospective investors
need to read the section called "Risk Factors" which begins on page 6.
We are registering for sale 2,525,000 shares on behalf of 19 selling
security-holders of our common stock. Include in the selling security-holders
are the current officers and directors consisting of 2,250,000 of the shares
being offered by current shareholders. The officers and directors are having
there shares registered for resale and will be subject to resale limitations in
accordance with Rule 144 of the 1934 Securities & Exchange Act as amended. As a
result of the registration of shares by officers and directors they will only be
permitted to offer shares for sale after the minimum amount of $20,000 has been
received and if a trading market ever develops.
We must sell a minimum of 40,000 units within 240 days from the effective date
of this Registration. Amounts received will be deposited in our bank account and
will not be available to us until the minimum amount of $20,000 is received
These securities will be offered in a self under written offering by one of our
officers and directors namely Mr. David R. Clifton, our President and Director.
Neither the Securities and Exchange Commission, nor any state securities
commission, has approved or disapproved these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
(1) A minimum of 40,000 shares and a maximum of 200,000 shares may be sold on a
"bestefforts" basis. All proceeds from this offering will be held in our
bank account. until the minimum amount has been received. If the minimum
amount is not reached within the prescribed 240 days all funds will be
reimbursed plus interest to shareholders within 7 days of the cut off date.
(2) The Net Proceeds to JT Bowling Enterprises, Inc. is before the payment of
certain expenses in connection with this offering. See "Use of Proceeds."
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Table of Contents
===============================================================================
Prospectus Summary 9
Risk Factors 12
Use of Proceeds 14
Determination of Offering Price 15
Dilution 16
Plan of Distribution 17
Legal Proceedings 19
Directors, Executive Officers, Promoters, and
Control Persons 19
Security Ownership of Certain Beneficial
Owners and Management 21
Description of Securities 21
Interest of Named Experts and Counsel 22
Disclosure of Commission Position on Indemnification
For Securities Act Liabilities 22
Organization Within the Last Five Years 23
Description of Business 23
Management's Discussion and Analysis of Financial
Conditions and Results of Operation 25
Description of Property 27
Certain Relationships and Related Transactions 27
Market for Common Equity and Related Stockholder Matters 27
Executive Compensation 28
Financial Statements 28
Changes in and Disagreements with Accountants of Accounting Matters 28
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INITIAL PUBLIC OFFERING PROSPECTUS
2,725,000 SHARES OF COMMON STOCK
We were formed in July 1998 to offer a new product to the Bowling market. Namely
the patented Thom's Thum, an insert placed in generic sized bowling balls used
by the general public.
The insert for the bowling balls will be placed in the thumb of each bowling
ball to allow a better fit for the general public. It will address an area in
the bowling market that has long been ignored. There will be a demand for our
product from bowling alleys and individual bowlers.
This is our initial public offering. We anticipate that the initial public
offering price will be .50 per share. We are also registering for sale 2,525,000
shares on behalf of selling security-holders. Included in the selling
security-holders are the officers and directors who are registering 2,250,000
shares for sale. No market currently exists for our shares and there is no
guarantee that a market will ever develop.
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THE OFFERING AND JT BOWLING ENTERPRISES, INC.'S SECURITIES
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Minimum Sold Maximum Sold
Securities Being Offered 40,000 200,000
Shares Outstanding Before the Offering 8,000,000 8,000,000
Shares Outstanding After the Offering 8,040,000 8,200,000
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o We intend to use our proceeds:
to conduct market research and commence our market strategy,
to further develop our product,
to secure manufacturing for our product,
to help establish strategic partnerships
to establish a financial reporting system and for general
corporate and working capital.
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The Offering.
Shares of JT Bowling Enterprises, Inc. will be offered at $0.50 per Share. See
"Plan of Distribution." The minimum purchase required of an investor is $100.00.
If all the Shares offered are sold, the net proceeds to the Company will be
$100,000. See "Use of Proceeds." This balance will be used as working capital
for JT Bowling Enterprises, Inc.
Liquidity of Investment.
Although the Shares will be "free trading," there is no established market for
the Shares and there may not be in the future. Therefore, an investor should
consider his investment to be long-term. See "Risk Factors."
Selected Financial Data
As more fully discussed in accompanying financial statements, The following
table sets forth selected financial data of JT Bowling Enterprises, Inc. through
March 31, 2000 and unaudited data through August 31, 2000. The selected
financial data has been derived from the audited consolidated financial
statements as well as the unaudited statement of cash flows for the three months
ending August 31, 2000 and notes thereto of JT Bowling Enterprises, Inc. which
is included elsewhere in this prospectus. As of this date we have had limited
activity.
Balance Sheet Data
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* ..................................................... (Audited) (Audited)
Current Asstets
Cash .............................................. $
---------
---------
---------
Total Current Assets
---------
---------
---------
Total Assets ............................ $
---------
=========
LIABILITIES
Current Liabilities
Accounts Payable
---------
---------
---------
Total Current Liabilities
Long-Term Liabilities
Note Payable
---------
---------
---------
Total Long-Term Liabilities
---------
---------
---------
Total Liabilities
---------
Commitments and Contingencies
---------
STOCKHOLDERS' EQUITY
Preferred Stock
---------
30,000,000 authorized shares, par value $.01
no shares issued and outstanding
Common Stock
80,000
100,000,000 authorized shares, par value $.01
8,000,000 shares issued and outstanding
Additional Paid-in-Capital
90,545
Accumulated Defecit ................................... (170,545)
---------
---------
Total Stockholders' Equity (Defecit)
---------
---------
Total Liabilities and Stockholders' Equity $
---------
=========
=========
Statement of Cashflows
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<CAPTION> Unaudited
For the Three Months Ended From 7/15/98
August 31, to August 31,
-----------------------------------------------
2000 1999 2000
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Cash Flows from Operating Activities:
Net Income (Loss)
$
-- $ -- $ (170,545)
Changes in operating assets and liabilities:
Stock Issued for Service
-- -- 79,545
-------------------------------------------- --------------------
Total Adjustments
-- -- 79,545
-------------------------------------------- --------------------
Net Cash Used in Operating Activities
$ $
-- -- $ (91,000)
Cash Flows from Investing Activities:
Fixed Assets
- - -
-------------------------------------------- --------------------
Net Cash Used in Investing Activities
$ $ $
- - -
-------------------------------------------- --------------------
Cash Flows from Financing Activities:
Note Payable
- -
Common Stock
-- -- 91,000
-------------------------------------------- --------------------
Net Cash Provided for Financing Activities
$ $
-- -- $ 91,000
-------------------------------------------- --------------------
$ $ $
Net Increase (Decrease) in Cash .................. -- -- --
Cash Balance, Begin Period ...................... -- -- --
-------------------------------------------- --------------------
$ $ $
Cash Balance, End Period ........................ -- -- --
============================================ ====================
Supplemental Disclosures:
Cash Paid for interest
$ $
$ - - -
Cash Paid for income taxes
$ $
$ - - - -
Stock Issued for Services
$ $
- $ 79,545
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Risk Factors
An investment in our shares involves risks due in part to a limited previous
financial and operating history of our Company, as well as competition in the
Bowling industry. Also, certain potential conflicts of interest arise due to the
relationship of JT Bowling Enterprises, Inc. to management and others. See "Risk
Factors."
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE A
HIGH DEGREE OF RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD, PRIOR
TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS AMONG OTHER
THINGS, AS WELL AS ALL OTHER INFORMATION SET FORTH IN THIS PROSPECTUS.
The president and 37% shareholder is attempting to sell 750,000 shares which
represents 25% of his position.
The president and 37% shareholder Mr. David R. Clifton is registering 750,000
shares for sale. If a trading market ever is developed and Mr. Clifton registers
all of his shares for sale in this registered offering, he will be subject to
limitations of Rule 144, including its volume limitations in the sale of his
shares. The timing of such sales and the price at which the shares are sold by
the selling security holder could have an adverse effect upon the public market
for the common stock, should one develop. Mr. Clifton will only be allowed to
offer shares for sale after the minimum offering amount of $20,000 has been met
and only when a trading market develops.
The secretary and 28% shareholder is attempting to sell 750,000 shares which
represents 33.33% of his position.
The secretary and 28% shareholder Mr. Kevin J. Krickbaum is registering 750,000
shares for sale. If a trading market ever is developed and Mr. Krickbaum
registers all of his shares for sale in this registered offering, he will be
subject to limitations of Rule 144, including its volume limitations in the sale
of his shares. The timing of such sales and the price at which the shares are
sold by the selling security holder could have an adverse effect upon the public
market for the common stock, should one develop. Mr. Krickbaum will only be
allowed to offer shares for sale after the minimum offering amount of $20,000
has been met and only when a trading market develops.
A director and 28% shareholder is attempting to sell 750,000 shares which
represents 33.33% of his position.
The director and 28% shareholder Mr. Calvin K. Mees, is registering 750,000
shares for sale. If a trading market ever is developed and Mr. Mees registers
all of his shares for sale in this registered offering, he will be subject to
limitations of Rule 144, including its volume limitations in the sale of his
shares. The timing of such sales and the price at which the shares are sold by
the selling security holder could have an adverse effect upon the public market
for the common stock, should one develop. Mr. Mees will only be allowed to offer
shares for sale after the minimum offering amount of $20,000 has been met and
only when a trading market develops
Limited experience of management
The management has limited experience in relation to the bowling and marketing
industry. There is no guarantee that management will have the ability to be
successful in starting and managing an ongoing business. Because of the lack of
experience of management there is a possibility you may lose your entire
investment. In addition, all decisions with respect to the management of our
Company. will be made exclusively by our officers and directors of the .
Investors will only have rights associated with minority ownership interest
rights to make decision which effect JT Bowling Enterprises, Inc.. The success
of our Company. to a large extent, will depend on the quality of the directors
and officers we. can attract. Accordingly, no person should invest in the Shares
unless he is willing to entrust all aspects of the management to our officers
and directors. At present we do not have key man life insurance. If a
catastrophic event were to occur to either officer or director of our Company it
could have an adverse effect on our business.
Limited prior operations.
We have no revenues from operations, and have minimal assets. There can be no
assurance that we will generate significant revenues in the future; and there
can be no assurance that we will operate at a profitable level. See "Description
of Business." If we are unable to obtain customers and generate sufficient
revenues in order to profitably operate, our business will not succeed. In such
event, investors in the Shares may lose their entire cash investment.
Lack of product diversification; dependence on the bowling industry.
Our company only has one product, Thom's Thum insert. We are also relying on the
acceptance by the bowling community for acceptance of its single product. If the
bowling community does not accept it's product there is a great possibility you
could lose your entire investment.
Regulatory factors.
Existing and possible future consumer legislation, regulations and actions could
cause additional expense, capital expenditures, restrictions and delays in the
activities undertaken in connection with the business, the extent of which
cannot be predicted.
Competition.
We may experience substantial competition in our efforts to locate and attract
clients. Many competitors in the industry such as Contour Power Grip, Turbo
2-N-1 and Vise Grips, have greater experience, resources, and managerial
capabilities than us. and may be in a better position to obtain access to
attractive clientele. In light of the larger competitors and the greater
resources which gives them the ability to provide marketing, personnel there is
a possibility that it will have an adverse effect on our business.
Use of proceeds not specific.
The proceeds of this offering have been allocated only generally. Proceeds from
the offering have been allocated generally to legal and accounting, and working
capital. Accordingly, investors will entrust their funds with management in
whose judgment investors may depend, with only limited information about
management's specific intentions with respect to a significant amount of the
proceeds of this offering. See "Use of Proceeds."
Lack of diversification.
The size of our Company makes it unlikely that we will be able to commit our
funds to diversify our business until we have a proven track record, and we may
not be able to achieve the same level of diversification as larger entities
engaged in this type of business. Relying on one main focus of business could
cause our Company to cease operations if we cannot attain a sufficient client
base.
Absence of cash dividends
The Board of Directors does not anticipate paying cash dividends on the Shares
for the foreseeable future and intends to retain any future earnings to finance
the growth of the Company's business. Payment of dividends, if any, will depend,
among other factors, on earnings, capital requirements, and the general
operating and financial condition of JT Bowling Enterprises, Inc., and will be
subject to legal limitations on the payment of dividends out of paid-in capital.
Conflicts of interest.
The officers and directors may have other interests to which they devote
substantial time, either individually or through partnerships and corporations
in which they have an interest, hold an office, or serve on boards of directors,
and each will continue to do so notwithstanding the fact that management time
may be necessary to the business of JT Bowling Enterprises, Inc. As a result,
certain conflicts of interest may exist between JT Bowling Enterprises, Inc. and
its officers and/or directors which may not be susceptible to resolution.
In addition, conflicts of interest may arise in the area of corporate
opportunities which cannot be resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved only through exercise by
the directors of such judgment as is consistent with their fiduciary duties to
JT Bowling Enterprises, Inc.. It is the intention of management, so as to
minimize any potential conflicts of interest, to present first to the Board of
Directors to JT Bowling Enterprises, Inc., any proposed investments for its
evaluation.
Our independent auditor has expressed doubts about our ability to continue as a
going concern
We are a Development Stage Company as defined in Financial Accounting Standards
Board Statement No. 7. We are devoting substantially all of our present efforts
in establishing a new business and, although planned principal operations have
commenced, there have been no significant revenues. Our plans regarding the
matters which raise doubts about our ability to continue as a going concern are
disclosed in Notes to the financial statements. These factors raise substantial
doubt about our ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Additional financing may be required
Even if all of the 200,000 Shares offered to the public are sold, the funds
available to us may not be adequate for it to be competitive in the areas in
which it intends to operate. See "Plan of Distribution." There is no assurance
that additional funds will be available from any source when needed by us for
expansion; and, if not available, JT Bowling Enterprises, Inc. may not be able
to expand its operation as rapidly as it could if such financing were available.
The proceeds from this offering are expected to be sufficient for JT Bowling
Enterprises, Inc. to develop and market it's line of services. Additional
financing could possibly come in the form of debt/preferred stock. If additional
shares were issued to obtain financing, investors in this offering would suffer
a dilutive effect on their percentage of stock ownership in JT Bowling
Enterprises, Inc.. However, the book value of their shares would not be diluted,
provided additional shares are sold at a price greater than that paid by
investors in this offering. JT Bowling Enterprises, Inc. does not anticipate
having within the next 12 months any cash flow or liquidity problems
No assurance shares will be sold.
The 200,000 Shares being offered to the public are to be offered directly by JT
Bowling Enterprises, Inc., and no individual, firm, or corporation has agreed to
purchase or take down any of the shares. No assurance can be given that any or
all of the Shares will be sold.
A public market may not develop for JT Bowling Enterprises, Inc.'s common stock
A public trading market for our common stock may not develop or if developed may
not be sustained. Furthermore, if for any reason the common stock is not listed
on the OTC Bulletin Board maintained by Nasdaq or a public trading market does
not otherwise develop, purchasers of the shares may have difficulty selling
their common stock should they desire to do so.
Shares eligible for future sale
All of the Shares which are held by management have been issued in reliance on
the private placement exemption under the Securities Act of 1933, as amended
("Act"). Such Shares will not be available for sale in the open market without
separate registration except in reliance upon Rule 144 under the Act. In
general, under Rule 144 a person (or persons whose shares are aggregated) who
has beneficially owned shares acquired in a nonpublic transaction for at least
on year, including persons who may be deemed Affiliates (as that term is defined
under the Act) would be entitled to sell within any three-month period a number
of shares that does not exceed the greater of 1% of the then outstanding shares
of common stock, or the average weekly reported trading volume on all national
securities exchanges and through NASDAQ during the four calendar weeks preceding
such sale, provided that certain current public information is then available.
If a substantial number of the Shares owned by management were sold pursuant to
Rule 144 or a registered offering, the market price of the Common Stock could be
adversely affected.
USE OF PROCEEDS
Following the issuance of the minimum of 40,000 Shares or a maximum of 200,000
of common stock offered for sale by us to the public, this will represent net
proceeds to us of approximately $6,200 (after deducting certain expenses of this
offering) and $86,200 maximum. These proceeds will be used to provide capital
for the further development and marketing of our product, allow us to
manufacture our product and provide working capital and manage liquidity needs.
The following table sets forth the use of proceeds from this offering (based on
the minimum and maximum offering amounts:
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Use of Proceeds Amount if Minimum Percent Amount if Maximum Percent
***** offering achieved ***** Offering Achieved *****
------------------------------------ ------------------------------------------
------------------------------------ ------------------------------------------
Transfer Agent Fee$ 1,000.00 5% $ 1,000.00 1%
------------------------------------ ---------- ------------------- ---------
------------------------------------ ---------- ------------------- ---------
Printing Costs $ 1,000.00 5% $ 1,000.00 1%
------------------------------------ ---------- ------------------- --------
------------------------------------ ---------- ------------------- --------
Legal Fees $ 10,000.00 50% $ 10,000.00 10%
------------------------------------ ---------- ------------------- --------
------------------------------------ ---------- ------------------- --------
Manufacturing $ 4,000.00 20% $ 65,000.00 65%
------------------------------------ ---------- ------------------- ---------
------------------------------------ ---------- ------------------- ---------
Accounting Fees $ 1,800.00 9% $ 1,800.00 1.8%
------------------------------------ ----------------------------------------
------------------------------------ ----------------------------------------
Marketing $ 1,500.00 7.5% $ 19,000.00 19%
------------------------------------ ----------------------------------------
------------------------------------ ---------- -----------------------------
Working Capital $ 700.00 3.5% $ 2,200.00 2.2%
----------------------------------- ----------------------------------------
----------------------------------- ----------------------------------------
Total $ 20,000.00 100% $ 100,000.00 100%
----------------------------------- ----------------------------------------
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Management anticipates expending these funds for the purposes indicated above.
To the extent that expenditures are less than projected, the resulting balances
will be retained and used for general working capital purposes are allocated
according to the discretion of the Board of Directors. Conversely, to the extent
that such expenditures require the utilization of funds in excess of the amounts
anticipated, supplemental amounts may be drawn from other sources, including,
but not limited to, general working capital and/or external financing. The net
proceeds of this offering that are not expended immediately may be deposited in
interest or non-interest bearing accounts, or invested in government
obligations, certificates of deposit, commercial paper, money market mutual
funds, or similar investments.
Opportunity to make inquiries.
The Company will make available to each Offeree, prior to any sale of the
Shares, the opportunity to ask questions and receive answers from our management
concerning any aspect of the investment and to obtain any additional information
contained in this Memorandum, to the extent that our management possess such
information or can acquire it without unreasonable effort or expense.
How to Subscribe
We will offer shares of our Class A common stock to the public who may
subscribe for whole shares. The minimum subscription amount per subscriber is
$100.00. If you wish to subscribe for shares of our Class A common stock, you
must complete the following steps before the offer ends:
1) Complete and sign the subscription agreement which accompanies this
prospectus;
2) Make full payment of the entire purchase price for the shares subscribed in
United States currency by check, bank draft, or money order payable to JT
Bowling Enterprises, Inc.; and
3) Deliver the subscription agreement, together with the payment described
above, to JT Bowling Enterprises, Inc., 753 Bandit Trail Fort Worth TX,
76180.
Subscription funds will be held by us pending receipt of subscriptions
for a minimum of 40,000 shares, although we reserve the right to continue to
solicit subscriptions even if we have accepted subscriptions for 700,000 shares.
We will not pay interest on subscriptions. In the event we do not receive
subscriptions for 40,000 shares, we will terminate the offering and return all
subscription funds, without interest.
.
DETERMINATION OF OFFERING PRICE
The offering price is not based upon our Company's net worth, total asset value,
or any other objective measure of value based upon accounting measurements.
DILUTION
Our net tangible book value per share is $0 .01. Our net Tangible book value per
share is determined by subtracting the total amount of our liabilities from the
total amount of tangible assets and dividing by the amount of shares outstanding
before the offering.
The adjusted pro forma book net tangible book value after this offering will be
$0.012 based on an assumed initial public offering price of $0.50 per share.
Therefore, purchasers of shares of common stock in this offering will realize
immediate dilution of $0.488 cents per share or over 97.6% of their investment.
The following table illustrates dilution:
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Assumed initial public offering price per share........................ $0.50
Net tangible book value per share as of May 31, 2000....................$0.01
Increasein net tangible book value per share
attributable to new investors........................ $0.012
Pro forma net tangible book value
per share after this offering...................... $0.012
Dilution per share to new investors......................... $0.488
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The following table presents the following data as of May, 31, 2000 and assumes
an offering price of $0.50 per share for our new investors:
o the average price per share paid before deducting estimated underwriting
fees and our estimated offering expenses; and
o the average price per share when the stock was issued for payment.
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* ................... Shares of * * *
* ................... Common Stock Consideration * Average Price
* ................... Acquired Amount Percent Per Share
Existing shareholders 8,000,00 $ 80,000 44% $ .01
New Investors ....... 200,000 $ 100,000 66% $ .50
Totals .............. 9,312,50 $ 180,000 100% 100%
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PLAN OF DISTRIBUTION
The shares of common stock covered by this Offering are being offered directly
by our President David R. Clifton. We have not employed the services of an
underwriter to market the shares. The offering will be open for 120 days. If at
the end of 120 days we have not raised the minimum amount of funds the offering
will be extended for an additional 120 days. If the 240 day period expires
without raising the minimum amount of $20,000 all funds with interest will be
returned to purchasers.
We will market the shares to individuals generally known to us primarily in the
state of Texas. A prospective subscriber will receive by mail an effective SB-2
and will be contacted by telephone or in person after the prospective investor
has had the opportunity to review the prospectus.
JT Bowling Enterprises, Inc. namely our President will offer a minimum of 40,000
and a maximum of 200,000 Shares of its common stock, par value $.01 per Share to
the public on a "Best Efforts" basis. The minimum purchase required of an
investor is $100.00. The gross proceeds to JT Bowling Enterprises, Inc. will be
$100,000 if all the Shares offered are sold. No commissions or other fees will
be paid to Mr. Clifton directly or indirectly by JT Bowling Enterprises, Inc. in
relation to this offering. Our Officers and Directors will not sell any shares
registered by them in this offering until the minimum amount of 40,000 shares
are sold. After the minimum amount of shares are sold and a trading market has
developed our Officers and Directors may elect to sell their shares.
These securities offered by our Company are subject to prior sale and to
approval of certain legal matters by counsel.
Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and deliver to us a Subscription Agreement, which will contain,
among other provisions, representations as to the investor's qualifications to
purchase the common stock and his ability to evaluate and bear the risk of an
investment in our shares. By executing the subscription agreement, the
subscriber is agreeing that if the Subscription Agreement is accepted, such a
subscriber will be deemed, a shareholder of our Company.
Promptly upon receipt of subscription documents by our management, we will make
a determination within 5 business days as to whether a prospective investor will
be accepted as a shareholder. We may reject a subscriber's Subscription
Agreement for any reason. Subscriptions will be rejected for failure to conform
to the requirements of this Prospectus (such as failure to follow the proper
subscription procedure), insufficient documentation, over subscription to this
offering, or such other reasons other as we determine to be in its' best
interest. If a subscription is rejected, in whole or in part, the subscription
funds, or portion thereof, will be promptly returned to the prospective investor
without interest by depositing a check (payable to said investor) in the amount
of said funds in the United States mail, certified returned-receipt requested.
Subscriptions may not be revoked, canceled, or terminated by the subscriber,
except as provided herein.
Limited Public Market for Company's Securities.
Prior to the Offering, there has been no public market for the Shares being
offered. There can be no assurance that an active trading market will develop or
that purchasers of the Shares will be able to resell their securities at prices
equal to or greater than the respective initial public offering prices. The
market price of the Shares may be affected significantly by factors such as
announcements by us or our competitors, variations in our results of operations,
and market conditions in the retail and bowling industries in general. The
market price may also be affected by movements in prices of stock in general. As
a result of these factors, purchasers of the Shares offered hereby may not be
able to liquidate an investment in the Shares readily or at all.
Penny Stock Regulations.
The Company's Shares will be quoted on the "Electronic Bulletin Board"
maintained by the NASDAQ which reports quotations by brokers or dealers making a
market in particular securities. In view of the fact that no broker will be
involved in the Offering, it is likely to be difficult to find a broker who is
willing to make an active market in the stock. The Securities and Exchange
Commission (the "Commission") has adopted regulations which generally define
"penny stock" to be any equity security that has a market price less than $5.00
per share. JT Bowling Enterprises, Inc. 's shares will become subject to rules
that impose additional sales practice requirements on broker-dealers who sell
penny stocks to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse). For transactions
covered by these rules, broker-dealers must make a special suitability
determination for the purpose of such securities and must have received the
purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction effected involving a penny stock, unless
exempt, the rules require the delivery, prior to the transaction, of a
disclosure schedule prepared by the Commission relating to the penny stock
market. A broker-dealer also must disclose the commissions payable to both the
broker-- dealer and the registered representative, and current quotations for
the securities. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, these rules may restrict the
ability of broker-dealers to sell JT Bowling Enterprises, Inc.'s Shares and may
affect the ability of purchasers in the Offering to sell the Company's
securities in the secondary market. There is no assurance that a market will
develop for our Shares.
LEGAL PROCEEDINGS
We are not a party to any material pending legal proceedings.
DIRECTORS, EXECUTIVE OFFICERS
AND CONTROL PERSONS
The names, ages, and respective positions of the directors, officers, and
significant employees of JT Bowling Enterprises, Inc. are set forth below. There
are no other persons which can be classified as a controlling person of JT
Bowling Enterprises, Inc.
David R. Clifton, age 41, has been President and Director of JT Bowling
Enterprises, Inc. since March 17, 2000. He has been a professional stockbroker,
consultant and public speaker and has highly polished sales skills. He possesses
over 16 years experience in the field of financial investment, sales, personnel
management, supervision, training and motivation, He has worked for wire houses
and numerous over the counter firms. His last position was that of Vice
President of Axtel Financial Services, Inc. For the past five years he has been
a self-employed venture capitalist and consultant. He possesses the Series 7,
24, and 63 Registrations. David is an avid bowler.
Kevin J. Krickbaum, age 28, has been secretary/treasurer and director of JT
Bowling Enterprises, Inc. since May 12, 2000. From May 1995 thru Sept. 1998 Mr.
Krickbaum was the owner of K.K. Construction, a Home Remodeling Business. Since
Sept. 1998 Mr. Krickbaum has been a self employed secretary/bookkeeper. He also
posses knowledge in a variety of internet based development systems.
Calvin K. Mees, age 40, has been a director of JT Bowling Enterprises, Inc.
since March 17, 2000. Mr. Mees was a registered representative with Lew
Lieberbaum & Company from April 1994 thru March 1996. At that time he was
responsible for individual retail brokerage accounts, and held a Series 7 &
Series 63 license. Since March 1996 Mr. Mees has been a self employed small
business Financial Consultant. He has been involved in numerous private
businesses and in the planning of businesses going from private corporations
into the public market place.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of August 31, 2000 the outstanding Shares of
common stock of JT Bowling Enterprises, Inc. owned of record or beneficially by
each person who owned of record, or was known by us to own beneficially, more
than 5% of our Common Stock, and the name and share holdings of each officer and
director and all officers an directors as a group:
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
* * * * * % of % of
* * * * * Class Owned Class Owned if the
* * * * % of Class After the Beneficial Owners
* * Amount and Percent of Class Owned After the Offering if Sell all of their
Title of Name and Address of Nature of Owned Before the Offering if the the Minimum Registered Shares
Class Beneficial Owner Beneficial Owner Offering Minimum is Sold is Sold *
* David R. Clifton
* 753 Bandit Trail
Common Keller, TX 76180 2,950,000 37% 36.7% 26.8% 35.9%
* Kevin J. Krickbaum
* 820 Preston Road
Common Red Oak, TX 75154 2,250,000 27.9% 28.1% 18.29% 27.4%
* Calvin K. Mees
* 1353 Middleton Dr.
Common Cedar Hill, TX 75104 2,250,000 27.9% 28.1% 18.29% 27.4%
</TABLE>
SELLING SECURITY-HOLDERS
We are registering for offer and sale shares of our common stock held by our
Officers and Directors along with 16 other selling security-holders.. The
selling security-holders may offer Their shares for sale on a continuous or
delayed basis pursuant to Rule 415 under the 1933 Act. SEE "RISK
FACTORS--Additional Shares Entering Public Market without Additional Capital
Pursuant to Rule 144" and the "Officers and Directors" May sell their shares
only after the minimum amount of 40,000 shares sold has been reached and a
trading market has been developed.
Subsequent to the effective date of this prospectus, we intend to apply for
quotation on the OTC Bulletin Board which is maintained by Nasdaq; however,
there can be no assurance that the common stock will be accepted for quotation
thereon. SEE "RISK FACTORS--No Current Trading Market for our Securities" and
"DESCRIPTION OF SECURITIES--Admission to Quotation to Nasdaq SmallCap Market and
Bulletin Board"
All of the shares registered herein will become tradeable on the effective date
of this prospectus.
The following table sets forth the beneficial ownership of the shares held by
each person who is considered a selling security-holder.
<TABLE>
<S> <C> <C> <C> <C>
----------------------------- --------- --------- ----------------- -------------------
Name and Address of Number of % of Shares Stock Owned % of Stock
Beneficial Owner Shares Registered f Prior to Owned After
Owned Sale Offering the Offering (1)
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
David R. Clifton
President/Direstor
753 Bandit Trail
Keller, TX 76180 2,950,000 750,000 37% 26.8%
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Kevin J. Krickbaum
Secretary/Director
820 Preston Road
Red Oak, TX 75154 2,250,000 750,000 28.1% 18.29%
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Calvin K. Mees
Director
1353 Middleton Dr.
Cedar Hill, TX 75104 2,250,000 750,000 28.1% 18.29%
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Jan Cates
2828 Rockport Cove
Grapevine, TX 76051 12,500 12,500 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Russell Devore
205 Rosebud
Longwood, FL 32779 5,000 5,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
David Small
1036 Carolina Trace
W. Harrison, IN 47060 5,000 5,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Charles Baxter
821 Holly Oak
Lewisville, TX 75067 2,000 2,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Robert Moore
P.O. Box 371
Harrison, OH 45030 1,000 1,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Karren Bates
113 Iverness
Trophy Club, TX 75067 500 500 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Ronald K Setzkorn
1221 Willow Bend
Clarksville, TN 37043 5,000 5,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Dr. John P. Andrews
1503 Royal Oak
Tyler, TX 75703 10,000 10,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Rosella Carroll
306 Harrison Avenue
Harrison, OH 45030 1,000 1,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Don Dickerson
3105 Idgedale Street
Irving, TX 75062 1,000 1,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Neva Marion
1024 E. Monroe
Co. Sp., CO 80907 4,500 4,500 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Robert Scheer
920 Park Avenue
NY, NY 10028 2,500 2,500 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Thomas E. Jones
1099 Easy Street
Grapevine, TX 76051 25,000 25,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Joseph M. Arsenault
78 Wintergreen Court
Harrison, OH 45030 25,000 25,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Wade J. Vogel
1108 27th Street NW
Mandan, ND 58554 15,000 15,000 * *
----------------------------- --------- --------- ----------------- -------------------
----------------------------- --------- --------- ----------------- -------------------
Kelly Charles
87 Sea Holly Way
Henderson, NV 89014 160,000 160,000 2% *
----------------------------- --------- --------- ----------------- -------------------
</TABLE>
* Denotes less than 1%
(1) Assumes sale of all shares offered by the selling securityholders
In the event the selling security-holders receive payment for the sale of their
shares, we will not receive any of the proceeds from such sales. We are bearing
all expenses in connection with the registration of the shares for the selling
security-holders.
The shares owned by the selling security-holders are being registered pursuant
to Rule 415 of the General Rules and Regulations of the Securities and Exchange
Commission, which Rule pertains to delayed and continuous offerings and sales of
securities. In regard to the shares offered under Rule 415, we have given
certain undertakings in Part II of the Registration statement of which this
prospectus is a part which, in general, commit JT Bowling Enterprises, Inc. to
keep this prospectus current during any period in which offers or sales are made
pursuant to Rule 415.
DESCRIPTION OF SECURITIES
General Description
The securities being offered are shares of common stock. The Articles of
Incorporation authorize the issuance of 100,000,000 shares of common stock, with
a par value of $0.01. The holders of the Shares: (a) have equal ratable rights
to dividends from funds legally available therefore, when, as, and if declared
by the Board of Directors of JT Bowling Enterprises, Inc. ; (b) are entitled to
share ratably in all of the assets of the Company available for distribution
upon winding up of the affairs of JT Bowling Enterprises, Inc. ; (c) do not have
preemptive subscription or conversion rights and there are no redemption or
sinking fund applicable thereto; and (d) are entitled to one non-cumulative vote
per share on all matters on which shareholders may vote at all meetings of
shareholders. These securities do not have any of the following rights: (a)
cumulative or special voting rights; (b) preemptive rights to purchase in new
issues of Shares; (c) preference as to dividends or interest; (d) preference
upon liquidation; or (e) any other special rights or preferences. In addition,
the Shares are not convertible into any other security. There are no
restrictions on dividends under any loan other financing arrangements or
otherwise. See a copy of the Articles of Incorporation, and amendments thereto,
and Bylaws of JT Bowling Enterprises, Inc. , attached as Exhibit 3.1, Exhibit
3.2, and Exhibit 3.3, respectively, to this Form SB-2.
Non-Cumulative Voting.
The holders of Shares of Common Stock of JT Bowling Enterprises, Inc. do not
have cumulative voting rights, which means that the holders of more than 50% of
such outstanding Shares, voting for the election of directors, can elect all of
the directors to be elected, if they so choose. In such event, the holders of
the remaining Shares will not be able to elect any of JT Bowling Enterprises,
Inc. 's directors.
Dividends.
The Company does not currently intend to pay cash dividends. JT Bowling
Enterprises, Inc. 's proposed dividend policy is to make distributions of its
revenues to its stockholders when JT Bowling Enterprises, Inc.'s Board of
Directors deems such distributions appropriate. Because JT Bowling Enterprises,
Inc. does not intend to make cash distributions, potential shareholders would
need to sell their shares to realize a return on their investment. There can be
no assurances of the projected values of the shares, nor can there be any
guarantees of the success of JT Bowling Enterprises, Inc. .
A distribution of revenues will be made only when, in the judgment of JT Bowling
Enterprises, Inc. 's Board of Directors, it is in the best interest of JT
Bowling Enterprises, Inc. 's stockholders to do so. The Board of Directors will
review, among other things, the investment quality and marketability of the
securities considered for distribution; the impact of a distribution of the
investee's securities on its customers, joint venture associates, management
contracts, other investors, financial institutions, and the company's internal
management, plus the tax consequences and the market effects of an initial or
broader distribution of such securities.
Possible Anti-Takeover Effects of Authorized but Unissued Stock.
Upon the completion of this Offering, assuming the maximum offering of 200,000
is sold, JT Bowling Enterprises, Inc, 's authorized but unissued capital stock
will consist of 91,800,000 shares of common stock. One effect of the existence
of authorized but unissued capital stock may be to enable the Board of Directors
to render more difficult or to discourage an attempt to obtain control of JT
Bowling Enterprises, Inc. by means of a merger, tender offer, proxy contest, or
otherwise, and thereby to protect the continuity of the Company's management.
If, in the due exercise of its fiduciary obligations, for example, the Board of
Directors were to determine that a takeover proposal was not in the Company's
best interests, such shares could be issued by the Board of Directors without
stockholder approval in one or more private placements or other transactions
that might prevent, or render more difficult or costly, completion of the
takeover transaction by diluting the voting or other rights of the proposed
acquirer or insurgent stockholder or stockholder group, by creating a
substantial voting block in institutional or other hands that might undertake to
support the position of the incumbent Board of Directors, by effecting an
acquisition that might complicate or preclude the takeover, or otherwise.
Transfer Agent.
The Company has engaged the services of Nevada Agency and Trust Company of Reno,
Nevada to act as transfer agent and registrar.
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis, will receive a
direct or indirect interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the small
business issuer.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
No director of JT Bowling Enterprises, Inc. will have personal liability to JT
Bowling Enterprises, Inc. or any of its stockholders for monetary damages for
breach of fiduciary duty as a director involving any act or omission of any such
director since provisions have been made in the Articles of Incorporation
limiting such liability. The foregoing provisions shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to JT Bowling Enterprises, Inc. or its stockholders, (ii) for acts or omissions
not in good faith or, which involve intentional misconduct or a knowing
violation of law, (iii) under applicable Sections of the Delaware Revised
Statutes, (iv) the payment of dividends in violation of Section 78.300 of the
Delaware Revised Statutes or, (v) for any transaction from which the director
derived an improper personal benefit.
The By-laws provide for indemnification of the directors, officers, and
employees of JT Bowling Enterprises, Inc. in most cases for any liability
suffered by them or arising out of their activities as directors, officers, and
employees of JT Bowling Enterprises, Inc. if they were not engaged in willful
misfeasance or malfeasance in the performance of his or her duties; provided
that in the event of a settlement the indemnification will apply only when the
Board of Directors approves such settlement and reimbursement as being for the
best interests of the Corporation. The Bylaws, therefore, limit the liability of
directors to the maximum extent permitted by Delaware law (Section 78.751).
The officers and directors of JT Bowling Enterprises, Inc. are accountable to JT
Bowling Enterprises, Inc. as fiduciaries, which means they are required to
exercise good faith and fairness in all dealings affecting JT Bowling
Enterprises, Inc. In the event that a shareholder believes the officers and/or
directors have violated their fiduciary duties to the Company, the shareholder
may, subject to applicable rules of civil procedure, be able to bring a class
action or derivative suit to enforce the shareholder's rights, including rights
under certain federal and state securities laws and regulations to recover
damages from and require an accounting by management.. Shareholders who have
suffered losses in connection with the purchase or sale of their interest in JT
Bowling Enterprises, Inc. in connection with such sale or purchase, including
the misapplication by any such officer or director of the proceeds from the sale
of these securities, may be able to recover such losses from JT Bowling
Enterprises, Inc. .
The registrant undertakes the following:
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
DESCRIPTION OF BUSINESS
JT BOWLING ENTERPRISES, INC.
History and Organization
In July 1998 JT Bowling Enterprises, Inc. was incorporated in Delaware. In March
2000 David R. Clifton was appointed the President in order to guide us through
the process of going public. Mr. Clifton had been acting as a consultant to our
Company and had been assisting with raising capital since inception. The
Principal office location of JT Bowling Enterprises, Inc. is 753 Bandit Trail,
Fort Worth TX, 76180. The telephone number is (817) 577-4726.
THE BUSINESS
Product Description
Our company intends to offer Thom's Thum. This product offers our customers the
best possible solution as it:
o Is technically advanced
o Offers useful features
o Saves time and money
o Offers our users better value per dollar
Provides a unique service
o Increases profits and return business.
We have a U.S. patent for this product. This patent was issued on April 9, 1996.
Even though at this time our expertise is unique I the marketplace, we expect
advance to be made and competitors to arise and offer similar services. We will
meet this challenge by:
o Quickly entering the market and gaining access to bowlers who will use our
product. o Adding complimentary lines o Make regular investments in new
advertising and promotion.
Objectives
Long Term
We believe very strongly in technical, financial, business and moral
excellence. To secure a stable future for all those connected with Thom's Thumb,
we have set the following long term goals:
o It is our goal to capture 15% of the market.
Short Term
o Market share goals:
First Year: 4% of U.S. Market
Second Year: 10% of U.S. Market and 5% of overseas
Third Year 15% of U.S. Market and 10% of overseas
Fourth Year: 15% of both U.S. and overseas markets
o Maintain costs through the acquisition of new plant and equipment.
o Increase productivity by investing in employee training and education
Competitors
At the present time, the only other products on the market are non adjustable
and not interchangeable from ball to ball.
Our Competitive Advantages
The distinctive competitive advantages that Thom's Thum brings to this market
are:
the ability to change sizes and be used in all of a bowler's equipment.
o Sophistication in manufacturing and distribution. This results in our having a
unique product. o The ability to price not just according to our costs, but also
according to what the market will pay.
By pricing to the market, we will achieve higher sales and therefore increase
buying power. As the amounts of purchases increase, our per unit costs of
shipping decreases. At that point we should achieve higher discount levels from
our suppliers. Through these economies of scale, many items currently on the
market can be sold with lower prices.
Product pricing will include quantity discountsRather than being strictly
regional, we intend to expand into the national and overseas markets. o We will
control accounts receivable by selling on a cash up front method common in this
industry.
MARKETING
A direct mail campaign directed at both bowlers and pro shops will be conducted
in order for us to maintain a low cost marketing plan and effectively reach as
many bowling alleys and customers as possible. We plan to distribute color
catalogs annually allowing customers to keep abreast of our new products. We
will maintain a national 800 number for customer orders and inquiries, also an
internet site will be established in order for our customers to order products
directly online. We expect to attend trade shows in order to introduce our
products and give demonstrations of the Thom's Thum insert.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following financial review and analysis is intended to assist prospective
investors in understanding and evaluating the financial condition and results of
operations of our Company , for the year ended May 31, 2000. This information
should be read in conjunction with our Financial Statements and accompanying
notes thereto, "Selected Financial Data" and other detailed information
regarding JT Bowling Enterprises, Inc. appearing elsewhere in this Prospectus.
OVERVIEW
Through our leadership, we should be able to reduce overhead as a percentage of
sales, thereby increasing the amount of profit to be retained in the business.
Because of our pricing policy, more people will purchase our merchandise thus
increasing the size of the market and we will be increasing our market share.
What we propose to use are just good solid business sense, economics of scale,
and the use of efficient financial techniques. This will allow us the following
options:
o Increase service
o Increase advertising
o Reduce prices
o Increase profits
o Increase selection
This plan will give us tremendous flexibility to use any of these options or a
mix of them to effectively attack our target markets and meet our long-term
goals. This combination of experience, sophistication, capitalization and
innovation will assist our company as it strives to reach its sales, profit and
return objectives.
Pricing
Before we set the price for Thom's Thum, we determined on a unit basis what our
costs were going to be. We then determined what the market price was for the
normal insert. At this price it was determined that for all but the lowest sales
projections, this product would turn a profit at this price. However since our
product offers additional features, we felt that we could price it higher than
simple inserts.
To test this price, we attended and participated in a trade show for our
customers. We first questioned them about the desirability of our extra features
and then asked them directly if this price would be acceptable if such a product
were available. We found that 80% of those polled would be interested in this
product.
RESULTS OF OPERATIONS:
Limited Operations
We reported a loss of ($170,545) as of the year ended May 31, 2000 or a loss of
($0.40) earnings per share. JT Bowling Enterprises, Inc. has only had limited
operations and has had no revenues through May 31, 2000 since it's
incorporation. As of the year ended May 31, 2000 JT Bowling Enterprises, Inc.
has been interviewing proespective manufacturers for the Thom's Thum insert. As
soon as a final manufacturer is secured production of the Thom's Thum ball
insert will begin.
Capital and Liquidity
The current President Mr. David R. Clifton is currently responsible for the
daily operating expenses of JT Bowling Enterprises, Inc. which are minimal at
this point because of limited activity. Mr. Clifton will continue to provide
capital for operations until which time funding has been secured. Our only asset
at this time is the United States patent of the Thom's Thum bowling ball insert
US Patent # 5,505,666.
We believe that cash generated from operations is not sufficient to provide for
its capital requirements for at least the next 12 months. We may seek additional
equity financing in the latter part of 2001 through an offering of our common
stock, and contemplate that this offering, before expenses relating to the
offering, will be no less than $2 million and no more than $4 million.
We expect to secure the minimum offering amount of $20,000 within the first 120
days of the effective date of this offering without having to exercise the
additional 120 day extension.
For the year ended May 31, 2000, there were no cash flows from operating
activities.
Our only asset at this time is the United States patent of the Thom's Thum
bowling ball insert US Patent # 5,505,666. The US. Patent was awarded April 04,
1996. We have no other assets at this time. Our daily expenses . have been
provided by our President, Mr. Clifton. We do not appear to have sufficient
working capital because of the reliance on the President of the Corporation for
funds. The President of the company will provide funds for daily operations
until such time the company has secured funding on a limited basis.
12 MONTH PLAN OF OPERATIONS
At this time our only asset is the patented Thom's Thum insert. We plan to have
the final selection of the manufacturer for the Thom's Thum insert by the end of
2000. We have received a quote from Insync Manufacturing Corporation of
Miamisburg Ohio. At this time the bid is being reviewed. By the first quarter of
2001 production will begin and the marketing plan will be started.
In order to get initial exposure we will conduct a marketing plan consisting of
a direct mail campaign to individuals and bowling alleys around the United
States and by attending trade shows in order to demonstrate our product.
If funding is achieved we should be able to start shipping product by the second
quarter of 2001 therefore creating revenues that will allow us to continue
operations from funds received by sales. We also plan to optimize our sales and
order flow by creating a website where customers can order directly from the
company. The new website is planned to be on line by the end of the first
quarter. Initially the website will have information about the Thom's Thom
insert eventually allowing customers to order directly from us.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards ("SFAS") No. 133, accounting for
derivative instruments and hedging activities, which was amended by SFAS 137 and
SFAS 138. This statement establishes accounting and reporting standards for
derivative instruments and hedging activities. SFAS No. 133 requires recognition
of all derivative instruments in the statement of financial position as either
assets or liabilities and the measurement of derivative instruments at fair
value. SFAS No. 133 is effective for fiscal years beginning after June 15, 2000.
The adoption of SFAS No. 133 will not have any impact on the Company's financial
position is not expected to affect the consolidated financial statements of the
Company because the Company does not use derivative instruments.
In December 1999, the Securitries and Exchange Committee issued Staff Accounting
Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements". SAB 101
establishes accounting and reporting standards for the recognition of revenue.
It states that revenue is generally realized or realizable and earned when all
of the following criteria are met: (1) persuasive evidence of an arrangement
exists; (2) delivery has occurred or services has been rendered; (3) the
seller's price to the buyer is fixed or determinable; (4) collectibility is
reasonably assured. SAB 101 is effective no later than the fourth quarter of
fiscal years beginning after December 15, 1999. At this time management has not
determined the effect, if any, that the implementation of SAB 101 will have on
the Company's financial position and results of operations.
MARKET SUMMARY
The focus and purpose is to fulfill a demand in the bowling industry that is not
being met by offering the Thom's Thum insert. The insert will allow the average
bowler to custom fit any bowling ball to fit their hand size allowing more
people to enjoy the sport of bowling. As the Thom's Thum insert is more widely
available the size of the recreational bowling market should gradually increase
over time.
We are a company dedicated to assisting bowling alley owners and individual
recreational bowlers through the use of our patented Thum's Thum bowling ball
insert.
Our insert has been designed to be both interchangeable in the same bowling
ball, this allows for changes in a bowler's thumb size (a common occurrence) and
for changes in lane conditions requiring the use of a different ball. This gives
us a tremendous advantage over simple inserts. We will also be able to use our
inserts in bowling center equipment to give recreational bowlers a good fit for
their thumb.
PLAN OF OPERATION
We will be using an injection molding system to produce our product. This will
allow us the most cost effective means of manufacturing our product. As of the
end of May 31, 2000 JT Bowling Enterprises, Inc. has been interviewing
prospective manufacturers to manufacture the mold and subsequently produce the
bowling ball insert. As soon as the offering is closed we will start marketing
our product to bowling alleys and professionals around the United States. We
expect to have the mold completed and in production by the end of the third
quarter September 30, 2000.
The goal over the next 12 months is to have all manufacturing complete and our
product being used in a limited number of markets. If this occurs we expect
revenues to occur by the end of the fourth quarter, December 31, 2000. We intend
to market our inserts through all the normal channels available to simple
inserts. These include bowling centers and bowling pro shops. To penetrate this
market efficiently and swiftly, we intend to initially use direct mail
advertising (with coupons) to bowlers. We also plan to start a national
advertising campaign targeting the end user and retail outlets in various
national publications.
We expect to search for a reputable Investment Banking firm by the year ending
December 31, 2000 to assist us with finding additional capital of at least
$2,000,000 to further assist our development.
DESCRIPTION OF PROPERTY
Wecurrently own the following property in connection with our operations:
(a) We currently own a US Patent for our Thom's Thum ball insert bearing US
Patent # 5,505,666.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our President Mr. David R. Clifton is currently responsible for the daily
expenses of our Company, which are minimal at this point because of limited
activity. In March 2000 we issued 7,775,000 shares of our common stock to Joseph
M. Arsenault, Thomas E. Jones, David R. Clifton, Calvin K. Mees and Kevin J.
Krickbaum for services rendered to the company and as new management.
MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
(a) Market Information.
JT Bowling Enterprises, Inc. 's Shares are not traded.
(b) Holders of Common Equity.
As May 310, 2000, there were 19 shareholders of record of JT Bowling
Enterprises, Inc.'s common stock.
(c) Dividends.
JT Bowling Enterprises, Inc. has not declared or paid a cash dividend
to Stockholders. The Board of Directors presently intends to retain any
earnings to finance Company operations and does not expect to authorize
cash dividends in the foreseeable future. Any payment of cash dividends
in the future will depend upon JT Bowling Enterprises, Inc.'s earnings,
capital requirements and other factors.
EXECUTIVE COMPENSATION
(a) None of our officers or directors receive
remuneration at this time and we do not plan to offer any remuneration
until the corporation has sustained significant revenues.
(b) There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of the corporation in the event of
retirement at normal retirement date pursuant to any presently existing
plan provided or contributed to by the corporation or any of its
subsidiaries.
(c) No remuneration is proposed to be in the future directly or indirectly by
the corporation to any officer or director under any plan which is
presently existing.
.
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Set forth below are the audited financial statements for the Company for
the period ended March 31, 2000. The following financial statements are attached
to this report and filed as a part thereof also attached are the unaudited
financial for the period ending August 31, 2000.
JT BOWLING ENTERPRISES, INC..
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF MAY 31, 2000
<TABLE>
<S> <C>
PAGE F-1 - INDEPENDENT AUDITORS' REPORT
PAGE F-2 - BALANCE SHEET AS OF MAY 31, 2000
PAGE F-3 - STATEMENT OF OPERATIONS FOR THE PERIOD
JULY 15, 1998 TO MAY 31, 2000
PAGE F-4 - STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM JULY 15, 1998 TO
MAY 31, 2000
PAGE F-5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
JULY 15, 1998 TO MAY 31, 2000
PAGES F-6 F-8 - NOTES TO FINANCIAL STATEMENTS AS OF
MAY 31, 2000
PAGE F-9 - INDEPENDENT AUDITORS' REPORT
PAGE F-10-BALANCE SHEET AS OF AUGUST 31, 2000 (unaudited)
PAGE F-11-STATEMENT OF OPERATIONS FOR THE PERIOD (unaudited)
July 15, 1998 TO August 31, 2000
PAGE F-12-STATEMENT OF CASHFLOWS FOR THE PERIOD FROM
JULY 15, 1998 TO AUGUST 31, 2000 (unaudited)
</TABLE>
<PAGE>
CLYDE BAILEY P.C.
--------------------------------------------------------------------------------
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
(210) 699-1287(ofc.)
(888) 699-1287 (210) 691-2911 (fax)
Member:
American Institute of CPA's
Texas Society of CPA's
Board of Directors
J T Bowling Enterprises Inc.
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheet of J T Bowling Enterprises Inc.
(Company) as of May 31, 2000 and 1999 and the related statement of operations,
statement of stockholders' equity, and the statement of cash flows for the years
ended May 31, 2000, and from July 15, 1998 (inception) to May 31, 2000. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.
The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned principal
operations have not commenced, and, accordingly, no revenue has been derived
during the organizational period.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of May 31, 2000 and
the results of its operations and its cash flows for the years 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 4 to the
financial statements, the Company has no viable operations to date and little or
no tangible assets that raise substantial doubt about its ability to continue as
a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
S/ Clyde Bailey
Clyde Bailey P.C.
San Antonio, Texas
June 14, 2000
F-1
J T Bowling Enterprises Inc.
(A Development Stage Enterprise)
Balance Sheet
As of May 31, 2000
A S S E T S
<TABLE>
<S> ..................................................................... <C> <C>
Current Assets
Cash .................................................................. $ --
--------
Total Current Assets ......................................... --
--------
Total Assets ................................................. $ --
========
L I A B I L I T I E S
Current Liabilities
Accounts Payable ...................................................... --
--------
Total Current Liabilities .................................... --
Long-Term Liabilities
Note Payable .......................................................... --
--------
Total Long-Term Liabilities .................................. --
--------
Total Liabilities ............................................ --
Commitments and Contingencies ......................................... --
S T O C K H O L D E R S ' E Q U I T Y
Preferred Stock ......................................................... --
Common Stock ............................................................ 80,000
Additional Paid-in-Capital .............................................. 90,545
Accumulated Deficit ..................................................... (170,545)
--------
Total Stockholders' Equity (Deficit) ......................... --
--------
Total Liabilities and Stockholders'
Equity ....................................................... $ --
========
</TABLE>
F-2
J T Bowling Enterprises Inc.
(A Development Stage Enterprise)
Statement of Operations
<TABLE>
<CAPTION>
-------------------------------------
For the Year Ended From 7/15/98
May 31, to May 31,
------------------------- -----------
2000 1999 2000
------------------------- -----------
<S> .................................... <C> <C> <C>
Revenues:
Revenues ........................... -- -- --
---------------------------------------
Total Revenues ............... $ -- $ -- $ --
Expenses:
Advertising ........................ -- 5,249 5,249
Contract Services .................. -- 33,178 33,178
Consulting ......................... 79,545 -- 79,545
Commissions ........................ -- 9,100 9,100
Supplies ........................... -- 12,110 12,110
Auto ............................... -- 9,715 9,715
Legal & Professional ............... -- 9,828 9,828
Telephone .......................... -- 2,853 2,853
Other .............................. -- 8,967 8,967
---------------------------------------
Total Expenses ............... 79,545 91,000 170,545
---------------------------------------
Net loss from Operations ..... $ (79,545) $ (91,000) $(170,545)
Provision for Income Taxes:
Income Tax Benefit ................. -- -- --
Net Income (Loss) ............ $ (79,545) $ (91,000) $(170,545)
======================================
Basic and Diluted Earnings Per Common
Share .................................. $ (0.11) $ (2.53) $ (0.40)
--------------------------------------
Weighted Average number of Common Shares 742,500 34,583 426,000
======================================
used in per share calculations
</TABLE>
F-3
J T Bowling Enterprises Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
As of May 31, 2000
<TABLE>
<S> ........................ <C> <C> <C> <C> <C>
* ........................ * $ 0.01 Paid-In Accumulated Stockholders'
* ........................ Shares Par Value Capital Deficit Equity
* ........................ -- --
$ $ $ $ $
Balance, July 15, 1998 .. -- -- -- --
Stock Issuance
45,500 455 90,545 -- 91,000
Net Income (Loss) ....... -- -- -- (91,000) (91,000)
------------------------------------------------------------------
Balance, May 31, 1999 ... 45,500 455# 90,545 # (91,000) --
Stock Issued for Services 7,954,500 79,545 -- -- 79,545
Net Income (Loss) ...... -- -- -- (79,545) (79,545)
------------------------------------------------------------------
Balance May 31, 2000 .... 8,000,000 80,000 90,545 (170,545) $
-
===================================================================
</TABLE>
F-4
J T Bowling Enterprises Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
<TABLE>
<CAPTION>
-------------------------------------------
For the Year Ended From 7/15/98
May 31, to May 31,
--------------------------------------------
2000 1999 2000
--------------------------------------------
<S> ............................................ <C> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) .......................... $ (79,545) $ (91,000) $(170,545)
Changes in operating assets and liabilities:
Stock Issued for Service
79,545 -- 79,545
-------------------------------------------------------------------
Total Adjustments
79,545 -- 79,545
-------------------------------------------------------------------
Net Cash Used in Operating Activities
$
-- $ (91,000) $ (91,000)
Cash Flows from Investing Activities:
Fixed Assets
- - -
-------------------------------------------------------------------
Net Cash Used in Investing Activities .......... $
$ $
- - -
-------------------------------------------------------------------
Cash Flows from Financing Activities:
Note Payable
- -
Common Stock
-- 91,000 91,000
-------------------------------------------------------------------
Net Cash Provided for Financing Activities
$
-- $ 91,000 $ 91,000
-------------------------------------------------------------------
$
$ $
Net Increase (Decrease) in Cash ................ -- -- --
Cash Balance, Begin Period .................... -- -- --
-------------------------------------------------------------------
$
$ $
Cash Balance, End Period ...................... -- -- --
===================================================================
Supplemental Disclosures:
Cash Paid for interest
-
Cash Paid for income taxes
-
Stock Issued for Services .................. $ 79,545
</TABLE>
J T Bowling Enterprises Inc.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization
J T Bowling Enterprises Inc. ("the Company") was incorporated under the laws of
the State of Delaware on July 15, 1998 for the purpose to promote and carry on
any lawful business for which a corporation may be incorporated under the laws
of the State of Delaware. The company has a total of 100,000,000 authorized
common shares with a par value of $.001 per share and with 8,000,000 shares
issued and outstanding as of May 31, 2000. On May 5, 2000, an amendment to the
Articles of Incorporation was filed with the Delaware Secretary of State to
increase the authorized common shares to 100,000,000 authorized and 30,000,000
in preferred shares. The Company has been inactive since inception and has
little or no operating revenues and expenses.
Development Stage Enterprise
The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned principal
operations have not commenced, and, accordingly, no revenue has been derived
during the organizational period.
Federal Income Tax
The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.
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 on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. Revenues are recognized when earned and expenses
when incurred. Fixed assets are stated at cost. Depreciation and amortization
using the straight-line method for financial reporting purposes and accelerated
methods for income tax purposes.
F-6
J T Bowling Enterprises Inc.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies (con't)
Earnings per Common Share
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.
Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.
Comprehensive Income
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
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 does not have any assets requiring disclosure
of comprehensive income.
Segments of an Enterprise and Related Information
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.
Note 2 - Common Stock
In May of 2000, a total of 7,954,500 shares of stock were issued for consulting
services. The shares were valued at par value ($.01) for a total of $79,545 in
consulting expense. Also, in 1998 and 1999, a private placement produced a total
of $91,000 for 45,500 common shares.
F-7
J T Bowling Enterprises Inc.
Notes to Financial Statements
Note 3 - Related Parties
There were no significant related party transaction.
Note 4 - Going Concern
The Company has had little or no operations to date, has little or no tangible
assets or financial resources, and incurred losses since inception. These losses
and lack of operations raise substantial doubt about the Company's ability to
continue as a going concern.
Note 5 - Income Taxes
Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes and
the accrual basis for financial reporting purposes. Deferred taxes are
classified as current or non-current, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or non-current depending on the periods in which the timing differences
are expected to reverse. The Company's previous principal temporary differences
relate to revenue and expenses accrued for financial purposes, which are not
taxable for financial reporting purposes. The Company's material temporary
differences consist of bad debt expense recorded in the financial statements
that is not deductible for tax purposes and differences in the depreciation
expense calculated for financial statement purposes and tax purposes.
The net deferred tax asset or liability is composed of the following:
<TABLE>
<S> <C> <C> <C>
* 2000 1999 From Inception
Total Deferred Tax Assets $ 27, 045 $ 30,940 $ 57,985
Less: Valuation Allowance (27, 045) ( 30,940) ( 57,985)
Net Deferred Tax Asset - - -
Total Deferred Tax Liabilities - - -
Net Deferred Tax Liability -
Less Current Portion - - -
Long-Term Portion $ - $ - $ -
</TABLE>
Note 6 - Subsequent Events
There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.
F-8
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Except as otherwise required by the context, references in this quarterly report
to "we," "our" and "us" refer to J T Bowling Enterprises Inc. (the "Company").
Our unaudited interim financial statements including a balance sheet as of the
interim period up to August 31, 2000, a statement of operations and a statement
of cash flows for the interim period up to the date of such balance sheet are
attached hereto as Pages F-10 through F-12 and are incorporated herein by this
reference.
The financial statements included herein have been prepared internally, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with the generally accepted
accounting principles have been omitted. However, in our opinion, all
adjustments (which include only normal recurring accruals) necessary to present
fairly the financial position and results of operations for the period presented
have been made. These financial statements should be read in conjunction with
the financial statements and notes thereto included in our annual audit for the
for the fiscal year ended May 31, 2000.
F-9
J T Bowling Enterprises Inc.
(A Development Stage Enterprise)
Balance Sheet
As of August 31, 2000
[CAPTION]
[S] [C] [C]
* A S S E T S
*
Current Assets
Cash $ --
--------------------------
Total Current Assets --
---------------------------
Total Assets $ --
============================
L I A B I L I T I E S
Current Liabilities
Accounts Payable --
---------------------------
Total Current Liabilities --
Long-Term Liabilities
Note Payable --
---------------------------
Total Long-Term Liabilities --
---------------------------
Total Liabilities --
Commitments and Contingencies --
S T O C K H O L D E R S ' E Q U I T Y
Preferred Stock --
Common Stock 80,000
Additional Paid-in-Capital 90,545
Accumulated Deficit (170,545)
----------------------------
Total Stockholders' Equity (Deficit) --
----------------------------
Total Liabilities and Stockholders' Equity $ --
============================
[/TABLE]
F-10
J T Bowling Enterprises Inc.
(A Development Stage Enterprise)
Statement of Operations
<TABLE>
<CAPTION>
Unaudited Unauduted
For the Three Months Ended From 7/15/98
August 31, to August 31,
----------------------------- --------------------
2000 1999 2000
----------------------------- --------------------
<S> <C> <C> <C>
Revenues:
Revenues
- - -
-------------------------------
Total Revenues
$ $ $
- - -
Expenses:
Advertising
-- -- 5,249
Contract Services
-- -- 33,178
Consulting
-- -- 79,545
Commissions
-- -- 9,100
Supplies
-- -- 12,110
Auto
-- -- 9,715
Legal & Professional
-- -- 9,828
Telephone
-- -- 2,853
Other
-- -- 8,967
------------------------------------
Total Expenses
-- -- 170,545
-----------------------------------
Net loss from Operations
$ $
-- -- $ (170,545)
Provision for Income Taxes:
Income Tax Benefit
- - -
Net Income (Loss)
$ $
-- -- $ (170,545)
===================================
Basic and Diluted Earnings Per Common Share $ $
-- $ -- (0.15)
-----------------------------------
Weighted Average number of Common Shares 8,000,000 45,500 1,137,294
===================================
used in per share calculations
</TABLE>
F-11
J T Bowling Enterprises Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
<TABLE>
<CAPTION>
-------------------------------------------------
For the Three Months Ended From 7/15/98
August 31, to August 31,
-------------------------------------------------
2000 1999 2000
-------------------------------------------------
<S> .............................................. <C> <C> <C>
Cash Flows from Operating Activities:
Net Income (Loss) ......................... $
-- $ -- $ (170,545)
Changes in operating assets and liabilities:
Stock Issued for Service
-- -- 79,545
-----------------
Total Adjustments
-- -- 79,545
-----------------
$
Net Cash Used in Operating Activities ............ $
-- -- $ (91,000)
Cash Flows from Investing Activities:
Fixed Assets
---- --------- -----------------
-----------------
Net Cash Used in Investing Activities ............ $
---- --------- -----------------
-----------------
Cash Flows from Financing Activities:
Note Payable
--------- -----------------
Common Stock
-- -- 91,000
-----------------
Net Cash Provided for Financing Activities ....... $
-- -- $ 91,000
-----------------
Net Increase (Decrease) in Cash .................. -- -- --
Cash Balance, Begin Period ...................... -- -- --
-----------------
Cash Balance, End Period ........................ -- -- --
=================
Supplemental Disclosures:
Cash Paid for interest
--------- -----------------
Cash Paid for income taxes ................ $
$ --------- -----------------
Stock Issued for Services ................. $
-- -- $ 79,545
</TABLE>
F-12
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART TWO. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Prospectus under the heading
"Disclosure of Commission Position on Indemnification for Securities Act
Liabilities."
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under the heading "Use
of Proceeds."
RECENT SALES OF UNREGISTERED SECURITIES
In July 1998 we conducted a private placement relying on Regulation D Rule 504.
In that private placement we issued 51,000 shares of our par value $0.01 common
stock to five sophisticated investors and seven unsophisticated investors for a
total sum of $91,000.
In May 2000 we issued 160,000 shares of our par value $0.01 common stock to Mr.
Kelly for consulting services performed in relation to this registration
statement.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an index thereto, are
attached.
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a) (1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section10(a)(3) of the Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and Notwithstanding the forgoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation From the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii)Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering. .
(b) Provide to the underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names
as required by the underwriter to permit prompt delivery to each purchaser.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions,
or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of
expenses incurred or paid by a director, officer or controlling person of
the small business issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the small business 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Fort
Worth, State of Texas on June 21, 2000
JT Bowling Enterprises, Inc.
By:/s/ David R. Clifton
David R.Clifton
President
<PAGE>
Special Power of Attorney
The undersigned constitute and appoint David R. Clifton their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2 Registration
Statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting such
attorney-in-fact the full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ David R. Clifton President, Chief June 21, 2000
David R. Clifton Executive, Director
/s/ Kevin J. Krickbaum Secretary June 21, 2000
Kevin J. Krickbaum Treasurer
Director
/s/ Calvin K. Mees Director June 21, 2000
Calvin K. Mees
</TABLE>
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
Exhibit Description Method of
Number Filing
3.1 Articles of Incorporation See Below
3.3 Bylaws See Below
5.1 Opinion Re: Legality See Below
23.2 Consent of Accountant See Below
24.1 Special Power of Attorney See Signature Pages
27.1 Financial Data Schedule See Below
99.1 Subscription Agreement See Below
</TABLE>
