JT BOWLING, SB-2, 2000-06-28

JT BOWLING
SB-2, 2000-06-28

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Registration No. 333-

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

J. T. Bowling Inc.
(Name of Small Business Issuer in its charter)
<TABLE>

Delaware 5941 31-1416624

(State or Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
organization) Classification Code Identification No.)
Number)

</TABLE>

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)

Neil J. Beller, LTD.
2345 Red Rock Street, Las Vegas, Delaware

89102; (702) 368-7767 (Name, address, and

telephone number of agent for service)

Approximate date of proposed sale to the

public: As soon as practicable after this

Registration Statement becomes effective.

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. [ ] __________________.

Ifthis Form is a post-effective amendment filed
pursuant to Rule 462 (c) under the Securities
Act, please check the following box and list
the Securities Act registration statement
number [ ] __________________.

Ifthis Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities
Act, please check the following box and list
the

Securities Act registration statement number [ ] _________________.

If delivery of the prospectus is
expected to be made pursuant
to Rule 434, please check the
following box [ ].

CALCULATION OF REGISTRATION FEE

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

Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per aggregate registration
(1) share offering price fee
(1)

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

Common stock, $.01 200,000 $0.50 $100,000 $26.40

Common stock, $.01 2,525,000 $0.50 $1,262,500 $333.30
(2)

Total 2,725,000 $0.50 $1362,500 $359.70

------------------------------ ---------------------- ------------------------ -------------------- ----------------
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee.
(2) Represents common stock to be registered on behalf of the 24 selling
security-holders.

PART ONE. INFORMATION REQUIRED IN PROSPECTUS

<PAGE>

PROSPECTUS

J.T. BOWLING ENTERPRISES, INC.

9,109,375

Common Stock

Offering Price $0.50 per share

J. T. 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 working capital for J.T. Bowling . In addition,
J.T. Bowling is registering 2,525,000 outstanding shares on behalf of the
holders of such common stock. All costs incurred in the registration of these
shares are being borne by J. T. Bowling. No underwriter or broker/dealer has
been retained by J.T. Bowling Service, Inc. to assist in the sale of the shares.
All shares sold will be offered by the Officers and Directors of J.T. Bowling
Enterprises, Inc.

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 J.T. Bowling 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 reserves 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").

<TABLE>

Price To Underwriting Proceeds to Issuer
Public (1) Discounts and

Commission

Per Share $0.50 -0- $0.50

Minimum $20,000.00 -0- $20,000.00

Maximum $100,000.00 -0- $100,000.00

</TABLE>

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

<PAGE>

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 24 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.

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 the
bank account of J.T. Bowling 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 J.T. Bowling is before the payment of
certain expenses in connection with this offering. See "Use of Proceeds."

<PAGE>

Table of Contents

<S> <C>
====================================================================================== ================

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
</TABLE>

<PAGE>

INITIAL PUBLIC OFFERING PROSPECTUS

2,725,000 SHARES OF COMMON STOCK

J.T. Bowling was formed to offer a new product to the Bowling market. Namely the
patented Thom's Thum is an insert to be used in public bowling alleys to be
placed in generic sized bowling balls that are 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. The insert will address an
area in the bowling market that has long been ignored. There will be a demand
for bowling alleys as well as individual purchasers.

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.

THE OFFERING AND J.T. BOWLING ENTERPRISES, INC.'S SECURITIES
<S> <C> <C>
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
</TABLE>

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.

<PAGE>

The Offering.

Shares of J.T. 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 J.T. 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 J.T. Bowling Enterprises, Inc.
through March 31, 2000. The selected financial data has been derived from the
audited consolidated financial statements and notes thereto of J.T. Bowling
Enterprises, Inc. which is included elsewhere in this prospectus. As of this
date there has been limited activity in J.T. Bowling . Consolidated Statement of
Cash Flows

<TABLE>

(Audited (Audited (Audited)
---------------------------------------------- ---------------------
For the Year Ended From 7/15/98
May 31, to May 31,
---------------------------------------------- ---------------------
2000 1999 2000
--------------------- ----------------------- ---------------------
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 Financing Activities:

note Payable

- -
Common Stock

- 91,000 91,000
--------------------- ----------------------- ---------------------

Net Cash Provided for Financing Activities
$
- $ 91,000 $ 91,000
--------------------- ----------------------- ---------------------
</TABLE>

Balance Sheet
As of May 31, 2000
<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 -

80,000

Additional Paid-in-Capital 90,545
Accumulated Deficit (170,545)
--------------------------------------

Total Stockholders' Equity

(Deficit) -
--------------------------------------

Total Liabilities and

Stockholders' Equity $ -
======================================
</TABLE>

Risk Factors

An investment in J.T. Bowling involved risks due in part to a limited previous
financial and operating history of Company, as well as competition in the
Bowling industry. Also, certain potential conflicts of interest arise due to the
relationship of J.T. Bowling 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.

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.

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.

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 onging 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 J.T.
Bowling will be made exclusively by the officers and directors of the Company.
Investors will only have rights associated with minority ownership interest
rights to make decision which effect J.T. Bowling. The success of J.T. Bowling ,
to a large extent, will depend on the quality of the directors and officers J.T.
Bowling can attract. Accordingly, no person should invest in the Shares unless
he is willing to entrust all aspects of the management to the officers and
directors of J.T. Bowling. At present J.T. Bowling does not have key man life
insurance. If a catastrophic event were to occur to either officer or director
of J.T. Bowling it will have an adverse effect on it's business.

Limited prior operations.

The Company has no revenues from its operations, and has minimal assets. There
can be no assurance that J.T. Bowling will generate significant revenues in the
future; and there can be no assurance that J.T. Bowling will operate at a
profitable level. See "Description of Business." If the Company is unable to
obtain customers and generate sufficient revenues so that it can profitably
operate, J.T. Bowling 's 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.

The company only has one product, Thom's Thum insert. The company is 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.

J.T. Bowling may experience substantial competition in its 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 J.T. Bowling and may be in a better position than J.T. Bowling
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 the
business of J.T. Bowling.

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 J.T. Bowling makes it unlikely that J.T. Bowling will be able to
commit its funds to diversify the business until it has a proven track record,
and J.T. Bowling 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 J.T. Bowling to cease operations if it 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 J.T. Bowling, 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 J.T. Bowling. As a result, certain conflicts
of interest may exist between J.T. Bowling 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
J.T. Bowling. It is the intention of management, so as to minimize any potential
conflicts of interest, to present first to the Board of Directors to J.T.
Bowling, 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 J.T. Bowling 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
J.T. Bowling for expansion; and, if not available, J.T. Bowling 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 J.T. Bowling
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 J.T. Bowling. 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. J.T. Bowling 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
J.T. Bowling, 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 J.T. Bowling's common stock

A public trading market for J.T. Bowling's 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 of J.T. Bowling (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 J.T. Bowling to the public, this will
represent net proceeds to J.T. Bowling 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 its
product, allow J.T. Bowling to develop strategic alliances 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):

<TABLE>

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

Use of Proceeds Amount Percent Amount Percent
------------------------------- ---------------- --------------- -------------- --------------
------------------------------- ---------------- --------------- -------------- --------------

Transfer Agent Fee $1,000 5% $1,000 .01%
------------------------------- ---------------- --------------- -------------- --------------
------------------------------- ---------------- --------------- -------------- --------------

Printing Costs $1,000 5% $1,000 .01%
------------------------------- ---------------- --------------- -------------- --------------
------------------------------- ---------------- --------------- -------------- --------------

Legal Fees $10,000 50% $10,000 10%
------------------------------- ---------------- --------------- -------------- --------------
------------------------------- ---------------- --------------- -------------- --------------

Accounting Fees $1,800 9% $2,500 10%
------------------------------- ---------------- --------------- -------------- --------------
------------------------------- ---------------- --------------- -------------- --------------

Working Capital $6,200 31% $85,500 85.5%
------------------------------- ---------------- --------------- -------------- --------------
------------------------------- ---------------- --------------- -------------- --------------

Total $20,000 100% $100,000 100%
------------------------------- ---------------- --------------- -------------- --------------
</TABLE>

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 J.T. Bowling
Enterprises, Inc. concerning any aspect of the investment and to obtain any
additional information contained in this Memorandum, to the extent that J.T.
Bowling Service, Inc. possesses such information or can acquire it without
unreasonable effort or expense.

Subscription Procedures.

Each person desiring to subscribe to the Shares must complete, execute,
acknowledge, and deliver to the Company 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 the Company. By executing the subscription
agreement, the subscriber is agreeing that if the Subscription Agreement it is
accepted by the J. T. Bowling, such a subscriber will be considered a
shareholder in J. T. Bowling.

Promptly upon receipt of subscription documents by J.T. Bowling Enterprises,
Inc., it will make a determination within 5 business days as to whether a
prospective investor will be accepted as a shareholder in J.T. Bowling. J.T.
Bowling Enterprises, Inc. 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 J.T.
Bowling Service, Inc., or such other reasons other as J.T. Bowling determines 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.

DETERMINATION OF OFFERING PRICE

The offering price is not based upon J.T. Bowling 's net worth, total asset
value, or any other objective measure of value based upon accounting
measurements.

DILUTION

Our net tangible book value as of May 31, 2000 was $80,000.00 or .01 per share.
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
$0.022 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 $0.21 cents per share or over 95.45% of their investment.
The following table illustrates dilution:

<TABLE>

Assumed initial public offering price per share............................................. $0.50

Net tangible book value per share as of Mayr 31, 2000............................ $0.01

Increase in net tangible book value per share attributable to new investors............ $0.022

Pro forma net tangible book value per share after this offering.......................... $0.022

Dilution per share to new investors......................................................... $0.478
</TABLE>

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.

<TABLE>

<S> <C> <C> <C> <C>
Shares of

Common Consideration Average Price
Stock Per Share
Acquired Amount Percent

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%
</TABLE>

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 J.T. Bowling
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.

J.T. Bowling namely its 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
$1,000.00. The gross proceeds to J.T. Bowling will be $100,000 if all the Shares
offered are sold. No commissions or other fees will be paid to Mr. Charles
directly or indirectly by J.T. Bowling 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 the Officers and Directors may elect to sell their
shares. At that time, if conducted in a private transaction, J.T. Bowling will
inform prospective investors that he or she may be purchasing shares owned by
our Officers and Directors and that the proceeds may not go directly to J.T.
Bowling.

These securities are offered by J.T. Bowling 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 J.T. Bowling 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 J.T. Bowling. 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 J.T. Bowling
Enterprises, Inc.

Promptly upon receipt of subscription documents by J.T. Bowling, it will make a
determination within 5 business days as to whether a prospective investor will
be accepted as a shareholder in Info-Quote. J.T. Bowling 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 Info-Quote, or such other reasons other as
J.T. Bowling determines 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 J.T. Bowling or its competitors, variations in J.T. Bowling 's
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 National Quotation Bureau, Inc., 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. J.T. Bowling '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 J.T. Bowling '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 J.T.
Bowling 's Shares.

LEGAL PROCEEDINGS

The Company is 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 J.T. Bowling are set forth below. There are no other
persons which can be classified as a controlling person of J.T. Bowling .

David R. Clifton, age 41, has been President and Director of JT Bowling
Enterprises, Inc. since March 17, 2000.He is a professional stockbroker,
consultant and public speaker with 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 since May 12, 2000. From May !995 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 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 December 31, 2000 the outstanding Shares
of common stock of J.T. Bowling owned of record or beneficially by each person
who owned of record, or was known by J.T. Bowling to own beneficially, more than
5% of J.T. Bowling 's Common Stock, and the name and share holdings of each
officer and director and all officers an directors as a group:

<TABLE>

.
Percentage of % of Class
Class Owned Owned if the

Percentage of Class After the Beneficial
Percent of Class Owned After the Offering if Owners
Sell all

Title of Name and Address of Amount and Nature Owned Before the Offering if the the Minimum Reg. Shares
Class Beneficial Owner of Beneficial Owner Offering Minimum is Sold is Sold

David R. Clifton
Common 753 Bandit Trail

Keller, TX 76180 35.9%
2,950,000 37% 36.7% 26.8%

Kevin J. Krickbaum
820 Preston Road

Common Red Oak, TX 75154 28.1% 27.4%
2,250,000 27.9% 8.29%

Calvin K. Mees
1353 Middleton Dr.

Common Cedar Hill, TX 75104 28.1% 27.4%
2,250,000 27.9% 8.29%

</TABLE>

SELLING SECURITY-HOLDERS

J.T. Bowling is registering for offer and sale shares of its common stock held
by it's Officers and Directors along with 21 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."

Subsequent to the effective date of this prospectus, J.T. Bowling intends to
apply for quotation on the OTC Bulletin Board which is maintained by Nasdaq for
its common stock; however, there can be no assurance that the common stock will
be accepted for quotation thereon. SEE "RISK FACTORS--No Current Trading Market
for J.T. Bowling 's 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> <C> <C> <C>
Percentage of Number of Number of shares of Class
Class Owned Shares Owned Shares Owned Owned
Title and Name of before the Before the to be After After the
Class Selling Shareholder Address Offering Offering Registered Offering Offering

78 Wintergreen Ct. .003
Common Joseph M. Arsenault 25,000 25,000 0 0
Harrison, Ohio 45030

1099 Easy Street .003
Common Thomas E. Jones 25,000 25,000 0 0
Grapevine, Tx. 76051

753 Bandit Trail 750,000
Common David R. Clifton 37% 2,975,000 2,225,000 27.1%
Keller, Tx. 75180

820 Preston Rd. 750,000
Common Kevin J. Krickbaum 28.1% 2,250,000 1,500,000 18.29%
Red Oak, Tx. 75154

1353 Middleton Dr.
Common Calvin K. Mees 28.1% 2,250,000 750,000 1,500,000 18.29%
Cedar Hill, Tx. 75104

1108 27th St. N.W.
Common Wade J. Vogel .001 15,000 15,000 0 0
Mandan, Nd. 58554

Imperial Investments 2915 W. Charleston Blvd.
Common 1% 80,000 80,000 0 0
Suite # 7
Las Vegas, Nv. 89102

87 Sea Holly Way

Common Kelly Charles 1% 80,000 80,000 0 0
Henderson, NV 89014

</TABLE>

In the event the selling security-holders receive payment for the sale of their
shares, J.T. Bowling will not receive any of the proceeds from such sales. J.T.
Bowling is 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, J.T. Bowling has
given certain undertakings in Part II of the Registration statement of which
this prospectus is a part which, in general, commit J.T. Bowling 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 J.T. Bowling ; (b) are entitled to share ratably in
all of the assets of the Company available for distribution upon winding up of
the affairs of J.T. Bowling ; (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 J.T. Bowling ,
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 J.T. Bowling 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 J.T. Bowling 's directors.

Dividends.

The Company does not currently intend to pay cash dividends. J.T. Bowling 's
proposed dividend policy is to make distributions of its revenues to its
stockholders when J.T. Bowling 's Board of Directors deems such distributions
appropriate. Because J.T. Bowling 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 J.T. Bowling .

A distribution of revenues will be made only when, in the judgment of J.T.
Bowling 's Board of Directors, it is in the best interest of J.T. Bowling '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, J.T. Bowling '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 J.T. Bowling 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 J.T. Bowling will have personal liability to J.T. Bowling 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 J.T. Bowling 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 J.T. Bowling in most cases for any liability suffered by them or
arising out of their activities as directors, officers, and employees of J.T.
Bowling 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 J.T. Bowling are accountable to J.T. Bowling as
fiduciaries, which means they are required to exercise good faith and fairness
in all dealings affecting J.T. Bowling . 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 J.T. Bowling 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 J.T. Bowling .

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

J.T. BOWLING

History and Organization

J.T. Bowling Enterprises was formed as a corporation in September, 1994 in
Cincinnati, Ohio, by Joe Arsenault and Thom Jones in response to the following
market conditions:

o A need for consistency when changing bowling equipment during league or
tournament play, o The ability to change the size of an individual thumb grip
quickly without using tape. o The ability of bowling center personnel to fit a
bowler who uses one of the center's house bowling balls. o To allow a
professional bowling ball driller rot fit a ball without the customer being
present.

In July 1998 the company was reincorporated in Deleware. In March 2000 David R.
Clifton was elected the President in order to guide J.T. Bowling through the
process of going public. Mr. Clifton had been acting as a consultant to J.T.
Bowling and assisting in raising capital since 1997. The Principal office
location of J.T. Bowling 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 the most technically advanced
o Offers more useful features
o Saves them time and money
o Offers our users better value per dollar spent o Provides a service which is
not presently available 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 Being the first in the market thus locking bowlers into using our specific
design in their bowling equipment. 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 Present market is estimated at $1Billion. Our goal for the market share is
15%.

o We want to be considered by our peers to be the market leader in sales as
evidenced by:

o Trade industry awards
o High end of scale in financial ratios
o Major market share
o Technical excellence (awards, honors, etc.)
o Sponsorship of bowling tournaments, etc.
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 acquisition of new plant and equipment.
o Increase productivity by investing in employee training and education

1. Budget for complete computer training for appropriate applications
2. Budget for necessary seminars and/or continuing job-specific 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:

o The only product in the market with 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 philosophy of our Company is
to price not just according to our costs, but also according to what the market
will pay. o Our targeted minimum gross profit margin is 66/7% o By pricing to
the market, we will achieve higher sales and therefore increase buying power. As
the amounts of my purchases

increase, our per unit costs of shipping decreases
and we will achieve higher discount levels from our
suppliers. Through these economies of scale, many
items currently on the market can be sold with lower
prices, yet a higher net profit.

o Product pricing will include a range of quantity discounts.

o Rather than being strictly regional, we will expand into the national and
overseas markets. o To control accounts receivable we will sell on a
cash-up-front method as is common in this industry. o A level and policy of
Capitalization that will allow us to fully address the respective markets with
comprehensive marketing

and customer service plans.
o By keeping our overhead low, we will be able to funnel our profits back
into operations thus avoiding high debt ratios or lost sales
opportunities.

o A direct mail campaign directed at both bowlers and pro shops will be
maintained.

o A toll-free national 800 number will be used for customer orders and
inquiries, also an internet site will be established to aid our
customers in ordering.

o We plan to print complete four-color catalogs on a yearly basis. Price
lists will be updated as needed. We intend to be very aggressive in
trade magazine advertising.

o We will attend trade shows to introduce and give demonstrations of the Thom's
Thum insert. o

With this level of capitalization, should an unexpected downturn occur, we
should be able to continue operations on a positive scale.

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 J.T. Bowling , for the year ended May 31, 2000. This information
should be read in conjunction with the Company's Financial Statements and
accompanying notes thereto, "Selected Financial Data" and other detailed
information regarding J.T. Bowling appearing elsewhere in this Prospectus.

OVERVIEW

Through our leadership, we will 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

J.T. Bowling reported a loss of ($170,545) as of the year ended May 31, 2000 or
a loss of ($0.40) earnings per share. J.T. 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 J.T. Bowling as 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 J.T. Bowling which are minimal at this point because
of limited activity. J.T. Bowling 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.

Management believes that cash generated from operations is not sufficient to
provide for its capital requirements for at least the next 12 months. J.T.
Bowling may seek additional equity financing in the early part of 2001 through
an offering of its 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.

J.T. Bowling and it's management expects 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.

During the year ended May 31, 2000, there were no cash flows from operating
activities.

J.T. Bowling 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.J.T. Bowling Inc. has no other assets at this time. The daily expenses
of J.T. Bowling have been provided by our President and does not appear to have
sufficient working capital because of the reliance on the President of the
Corporation for funds.

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 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, 1999. The adoption of SFAS No. 133 is not expected to
affect the consolidated financial statements of J.T. Bowling .

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 spor of bowling. As the Thom's Thum insert is more widely
available the size of the recreational bowling market should gradually increase
over time.

J.T. Bowling Enterprises, Inc., is 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 J.T. Bowling 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

The Company currently owns the following property in connection with its
operations:

(a) J.T. Bowling currently owns a US Patent for it's Thom's Thum ball
insert bearing US Patent # 5,505,666.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The current President Mr. David R. Clifton is currently responsible for the
daily expenses of J.T. Bowling 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.
J.T. Bowling 's Shares are not traded.

(b) Holders of Common Equity.
As May 310, 2000, there were 24 shareholders of record of J.T. Bowling
's common stock.

(c) Dividends.
J.T. Bowling 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 J.T. Bowling 's earnings, capital
requirements and other factors.

EXECUTIVE COMPENSATION

(a) No officer or director of J.T. Bowling Service, Inc. is receiving any
remuneration at this time and does not plan to offer any remuneration until
the corporation has sustained 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

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.

J.T. BOWLING ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS

AS OF MAY 31, 2000

PAGE 1 - INDEPENDENT AUDITORS' REPORT

PAGE 2 - BALANCE SHEET AS OF MAY 31, 2000

PAGE 3 - STATEMENT OF OPERATIONS FOR THE PERIOD
JULY 15, 1998 TO MAY 31, 2000

PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM JULY 15, 1998 TO
MAY 31, 2000

PAGE 5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
JULY 15, 1998 TO MAY 31, 2000

PAGES 6 -8 - NOTES TO FINANCIAL STATEMENTS AS OF
MAY 31, 2000

<PAGE>

TO THE 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 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

<PAGE>

Balance Sheet
As of May 31, 2000
<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 -

80,000

Additional Paid-in-Capital 90,545
Accumulated Deficit (170,545)
--------------------------------------

Total Stockholders' Equity

(Deficit) -
--------------------------------------

Total Liabilities and

Stockholders' Equity $ -
======================================
</TABLE>

J T Bowling Enterprises Inc.

(A Development Stage Enterprise)

Statement of Operations

<S> <C> <C> <C> 8
For the Year Ended From 7/15/98
May 31, to May 31,
------------------------------------------------------------------------------------------------------
2000 1999 2000
------------------------------------ -----------------------------------------------------------------

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)
==================================== =================================================================

</TABLE>

J T Bowling Enterprises Inc.

(A Development Stage Enterprise)

Statement of Stockholders' Equity

As of May 31, 2000

$0.01 Paid-In Accumulated Stockholders'
Shares Par Value Capital Deficit Equity
-------------------------------------------------------------------------------------------

$ $ $ $
Balance, July 15, 1998 - - - - -

Stock Issuance

Net Income (Loss) #

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

Balance, May 31, 1999 # # # #

Stock Issued for Services

Net Income (Loss)

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

$ $ $
Balance May 31, 2000 8,000,000 80,000 90,545 (170,545) $

===========================================================================================

</TABLE>
<TABLE>

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 Financing Activities:

note Payable

- -
Common Stock

- 91,000 91,000
--------------------- ----------------------- ---------------------

Net Cash Provided for Financing Activities
$
- $ 91,000 $ 91,000
--------------------- ----------------------- ---------------------
</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 $.01 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

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.

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.

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>
From

2000 1999 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.

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 504. In
that private placement we issued 51,000 shares f 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
Imperial Investments Nevada, Inc. and Mr. Kelly Charles consisting of 80,000
shares each for consulting services performed.

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 prospects 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 Las
Vegas, State of Delaware on June 21, 2000

J.T. Bowling Enterprises, Inc.

By:/s/ David R. Clifton

David R.Clifton

President

<PAGE>

Special Power of Attorney

The undersigned constitute and appoint Kelly Charles 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>

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>

<PAGE>

EXHIBIT INDEX

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

23.1 Consent of Counsel 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>