UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-QSB
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934.
For the quarterly period ended September 30, 2000.
( ) Transition report pursuant to Section 13 or 15(d) of the Exchange
Act for the transition period from _________ to _________ .
Commission File Number:
JAHB HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware 58-2565680
(State of Incorporation) (I.R.S. Employer I.D. No)
8384 Roswell Road, Suite K
Atlanta, Georgia 30350
(Address of Principal Executive Offices)
(770) 552-5096
(Registrant's Telephone Number, Including Area Code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES (x) NO ( )
Indicate the number of shares outstanding of each of the issuer's classes of
stock as of September 30, 2000.
10,500,000 Common Shares
Transitional Small Business Disclosure Format:
YES ( ) NO (X)
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JAHB HOLDINGS, INC.
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of September 30, 2000 and December 31, 1999 ............. 3
Statements of Operations for the three and nine month ended
September 30,2000 and the periods January 5, 1999 (date of
incorporation) to September 30, 2000 and 1999............................. 4
Statement of Stockholders' Equity (Deficit) for the nine months ended
September 30, 2000........................................................ 5
Statements of Cash Flows for the three and nine month ended
September 30, 2000 and the periods January 5, 1999 (date of
incorporation) to September 30, 2000 and 1999............................. 6
Notes to Financial Statements............................................. 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations or Plan of Operations............................. 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................... 11
Item 2. Changes in Securities................................................ 11
Item 3. Defaults Upon Senior Securities...................................... 11
Item 4. Submission of Matters to a Vote of Securities Holders................ 11
Item 5. Other Information.................................................... 11
Item 6. Exhibits and Reports on Form 8-K..................................... 11
Signatures................................................................... 11
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JAHB HOLDINGS, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
September 30,
2000 December 31,
(Unaudited) 1999
------------ ------------
ASSETS -
Cash $ 92,817 $ 0
-------- --------
Total $ 92,817 $ 0
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
LIABILITIES - Due to affiliates $ 0 $ 279
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock - $0.001 par value;
5,000,000 shares authorized;
no shares issued and outstanding - -
Common stock - $0.001 par value;
20,000,000 shares
authorized; 10,500,000 shares
issued and outstanding 10,500 10,500
Additional paid in capital 100,000 -
Deficit accumulated during the development stage (17,683) (10,779)
--------- ---------
Total stockholders' equity (deficit) 92,817 ( 279)
--------- --------
Total $92,817 $ 0
========= =========
SEE NOTES TO FINANCIAL STATEMENTS.
3
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JAHB HOLDINGS, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
January 5, January 5,
1999 1999
Three Months Nine Months (date of date of
Ended Ended incorporation)to incorporation)to
September 30, September 30, September 30, September 30,
2000 2000 1999 2000
------------- ------------- ------------- -----------
<S> <C> <C> <C> <C>
EXPENSES:
Consulting fees-
related party $ 0 $ 0 $ 10,500 $ 10,500
Organization costs 0 136 279 415
Professional fees 6,551 6,551 0 6,551
Office supplies 217 217 0 217
---------- ------- -------- --------
NET LOSS $(6,768) $(6,904) $(10,779) $(17,683)
========= ======== ========= =========
NET LOSS PER SHARE $ 0.00 $ 0.000 $ 0.00 $ 0.00
========= ======== ========= =========
WEIGHTED AVERAGE SHARES
OUTSTANDING -
BASIC AND DILUTED 10,500,000 10,500,000 10,500,000 10,500,000
============ ============ =========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
4
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JAHB HOLDINGS, INC.
(A Development Stage Enterprise)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the nine months ended September 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional during the
Common Stock paid-in Development
Shares Value capital Stage Total
--------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Balances, December 31, 1999 10,500,000 $10,500 $ 0 $(10,779) $ (279)
Additional paid-in capital 100,000 100,000
Net loss for the nine
months ended
September 30, 2000 - - - (6,904) (6,904)
-------- --------- --------- ---------- ---------
Balances, September 30, 2000 10,500,000 $10,500 $100,000 $ 17,683 $ 92,817
========= ========= ========= ========== =========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
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JAHB HOLDINGS, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
January 5, 1999 January 5, 1999
Three Months Nine Months (date of (date of
Ended Ended incorporation) incorporation)
September 30, September 30, to September 30, to September 30,
2000 2000 1999 2000
--------- --------- ------- ----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $(6,768) $(6,904) $ (10,779) $(17,683)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Common stock issued for services
rendered 0 0 10,500 10,500
---------- --------- ------------- -------------
CASH FLOWS USED IN FINANCING
ACTIVITIES (6,768) (6,904) (279) (7,183)
---------- --------- ------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase in due to affiliate - 136 279 415
Repayment of due to affiliate (415) (415) - (415)
Capital contribution from
shareholder 100,000 100,000 - 100,000
---------- --------- ------------- -------------
CASH PROVIDED BY FINANCING
ACTIVITIES 100,000 100,000 - 100,000
---------- --------- ------------- -------------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 92,817 92,817 - 92,817
CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD - - - -
---------- --------- ------------- -------------
CASH AND CASH EQUIVALENTS,
END OF PERIOD $ 92,817 $92,817 $ - $ 92,817
========= ========= ============ =============
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION:
Interest paid $ - $ - $ - $ -
========== ========= ============ =============
Taxes paid $ - $ - $ - $ -
========== ========= ============ =============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
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JAHB HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - FORMATION AND OPERATIONS OF THE COMPANY
JAHB Holdings, Inc. ("we", "us", "our") was incorporated under the laws of the
state of Delaware on January 5, 1999. We are considered to be in the development
stage as defined in Financial Accounting Standards Board Statement No. 7, and
intend to provide interactive video conferencing software and services. Our
planned principal operations have not commenced; therefore accounting policies
and procedures have not yet been established.
Use of Estimates
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements. The
reported amounts of revenues and expenses during the reporting period may be
affected by the estimates and assumptions management is required to make. Actual
results could differ from those estimates.
Our accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB and Rule 10-1 of Regulation S-X of the
Securities and Exchange Commission (the "SEC") Accordingly, these financial
statements do not include all of the footnotes required by generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
of normal and recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three and nine-month
ended September 30, 2000 are not necessarily indicative of the results that may
be expected for the year ended December 31, 2000.
NOTE B - GOING CONCERN
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. We have an accumulated deficit of
approximately $17,683 through September 30, 2000, anticipate incurring net
losses for at least the next two years and will require a significant amount of
capital to commence our planned principal operations and proceed with our
business plan. Accordingly, our ability to continue as a going concern is
dependent upon our ability to secure an adequate amount of capital to finance
our planned principal operations and/or implement our business plan. Our plans
include a public offering of its common stock (see Note F), however there is no
assurance that we will be successful in our efforts to raise capital. These
factors, among others, may indicate that we will be unable to continue as a
going concern for a reasonable period of time.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.
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NOTE C - INCOME TAXES
During the period January 5, 1999 (date of incorporation) to September 30, 2000,
we recognized losses for both financial and tax reporting purposes. As such, no
deferred income taxes have been provided for in the accompanying statement of
operations
At September 30, 2000, we had a net operating loss carryforward of approximately
$7,183 for income tax purposes. The carryforward will be available to offset
future taxable income through the year ended September 30, 2020. The deferred
income tax asset arising from this net operating loss carryforward is not
recorded in the accompanying balance sheet because we established a valuation
allowance to fully reserve such asset, as its realization did not meet the
required asset recognition standard established by SFAS 109
NOTE D - RELATED PARTY TRANSACTIONS
On the date of incorporation, 10,500,000 shares of our common stock were issued
to our president and/or certain of our president's relatives as consideration
for certain consulting services. The value of these services, which was based on
the number, and fair value of shares issued (as determined by our Board of
Directors), has been reflected as consulting services in the accompanying
statements of operations.
Other than the amounts discussed in the preceding paragraph, no amounts have
been ascribed to services provided by the our stockholders and officer, and the
use of a portion of our president's home for office space, in the accompanying
statements of operations because the value of such services and office space
were not considered significant.
At September 30, 2000, we have an informal line of credit with our president.
Advances under this arrangement accrue interest at a fixed rate of 6%, are
unsecured and have no specified repayment terms. During the nine months ended
September 30, 2000, we borrowed and repaid $136 from this line along with
repaying the $279 balance due at December 31, 1999, as such there is no balance
due as of September 30, 2000. Interest has not been paid or accrued as of or for
the period January 5, 1999 (date of incorporation) to September 30, 2000,
because of its insignificance.
NOTE E - LOSS PER SHARE
We compute net loss per share in accordance with SFAS No. 128 "Earnings per
Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic net loss per share is
computed by dividing the net loss available to common stockholders for the
period by the weighted average number of common shares outstanding during the
period. Diluted net loss per share is computed by dividing the net loss for the
period by the number of common and common equivalent shares outstanding during
the period. As of September 30, 2000 there were no common equivalent shares
outstanding, as such, the diluted net loss per share calculation is the same as
the basic net loss per share.
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NOTE F - SUBSEQUENT EVENT
Proposed Common Stock Offering
On August 25, 200, we filed a registration statement with the SEC to sell up to
2,000,000 shares of our common stock at $0.50 per share. The offering will be on
a best-efforts, no minimum basis As such, there will be no escrow of any of the
proceeds of the offering and we will have the immediate use of such funds to
finance its operations.
NOTE G - Capital Contribution
On August 25, 2000, we received a $100,000 capital contribution from our
majority stockholder.
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
balance sheet as of September 30, 2000 and the statement of operations, cash
flows and stockholders' equity (deficit) as of and for the three and nine-months
ended September 30, 2000, and the period January 5, 1999 (date of inception) to
September 30, 2000 and 1999 included with this Form 10-QSB. The Company did not
have significant operations during the three months ended September 30, 2000 or
for the period January 5, 1999 (date of inception) to September 30, 2000 and as
such this analysis does not include any additional discussion as of and for such
periods.
We are considered to be in the development stage as defined in Financial
Accounting Standards Board Statement No. 7, and have neither engaged in any
operations nor generated any revenues to date. We have limited assets. Our
expenses for the three and nine month ended September 30, 2000, were $6,768 and
$6,904, respectively. We funded these losses primarily through the proceeds of
$100,000 of shareholder contributions. Our cumulative expenses for the period
January 5, 1999 (date of incorporation) to September 30, 2000 were $17,683.
The expenses we have incurred to date are primarily from our efforts to
establish clients and begin our business operations. So long as we are able to
sell shares of our common stock we believe will have sufficient funds to satisfy
our cash requirements.
Readers are referred to the cautionary statement, which addresses
forward-looking statements made by the Company.
CAUTIONARY STATEMENT
This Form 10-QSB, press releases and certain information provided periodically
in writing or orally by our officers or our agents contain statements which
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act, as amended and Section 21E of the Securities Exchange Act of
1934. The words expect, anticipate, believe, goal, plan, intend, estimate and
similar expressions and variations thereof if used are intended to specifically
identify forward-looking statements. Those statements appear in a number of
places in this Form 10-QSB and in other places, particularly, Management's
Discussion and Analysis or Plan of Operations, and include statements regarding
the intent, belief or current expectations us, our directors or our
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officers with respect to, among other things: (i) our liquidity and capital
resources; (ii) tour financing opportunities and plans and (iii) our future
performance and operating results. Investors and prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements as a
result of various factors. The factors that might cause such differences
include, among others, the following: (i) any material inability of us to
successfully internally develop its products; (ii) any adverse effect or
limitations caused by Governmental regulations; (iii) any adverse effect on our
positive cash flow and abilities to obtain acceptable financing in connection
with its growth plans; (iv) any increased competition in business; (v) any
inability of us to successfully conduct its business in new markets; and (vi)
other risks including those identified in our filings with the Securities and
Exchange Commission. We undertake no obligation to publicly update or revise the
forward looking statements made in this Form 10-QSB to reflect events or
circumstances after the date of this Form 10-QSB or to reflect the occurrence of
unanticipated events.
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PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
NONE
Item 2. Changes in Securities
NONE
Item 3. Defaults Upon Senior Securities
NONE
Item 4. Submission of Matters to a Vote of Securities Holders
NONE
Item 5. Other Information
NONE
Item 6. Exhibits and Reports on Form 8-K
NONE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
November 2, 2000 /s/ Joel Arberman
Date Joel Arberman, President
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