<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from .......... to ...........
Commission file number 0-12825
JENSON INTERNATIONAL, INC.
(Exact name of small business issuer as
specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Nevada 84-0916272
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
</TABLE>
Room 1008-9 Shun Tak Centre, West Tower,
168-200 Connaught Road, Central, Hong Kong
(Address of principal executive offices)
(852) 2548-0781
(Issuer's telephone number)
BEST MEDICAL TREATMENT GROUP, INC.
45110 Club Drive, Suite B, Indian Wells, California
October 31
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of May 31, 1999: 2,763,843
Transitional Small Business Disclosure Format:
Yes [ ] No [X]
<PAGE> 2
JENSON INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) -
March 31, 1998 and December 31, 1997
Condensed Consolidated Statements of Operations (Unaudited) -
Three Months Ended March 31, 1998
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Three Months Ended March 31, 1998
Notes to Condensed Consolidated Financial Statements
(Unaudited) -
Three Months Ended March 31, 1998
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE> 3
PART I - -FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
JENSON INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 1998 AND DECEMBER 31, 1997
<TABLE>
<CAPTION>
AS AT AS AT AS AT AS AT
MARCH 31, 1998 DECEMBER 31,1997 MARCH 31, 1998 DECEMBER 31, 1997
-------------- ---------------- -------------- -----------------
RMB RMB US$ US$
<S> <C> <C> <C> <C>
Current assets :
Cash and cash equivalents 927,768 816,557 111,779 98,380
Accounts receivable 16,604,981 15,430,374 2,000,600 1,859,081
Inventories 783,900 779,198 94,446 93,879
Prepayments, deposits and other receivables 540,841 410,570 65,162 49,466
----------- ----------- ---------- ----------
Total current assets 18,857,490 17,436,699 2,271,987 2,100,806
Property, plant and equipment 33,167,090 34,134,339 3,996,035 4,112,571
----------- ----------- ---------- ----------
52,024,580 51,571,038 6,268,022 6,213,377
=========== =========== ========== ==========
Current liabilities :
Short term bank borrowings 24,964,050 24,964,050 3,007,717 3,007,717
Accounts payable 2,927,058 3,369,771 352,658 405,997
Accrued hotel management fees 3,286,620 3,345,359 395,978 403,055
Statutory provision for staff welfare and benefits 9,647,144 9,376,307 1,162,307 1,129,675
Interest payable 3,216,055 2,600,106 387,477 313,266
Other creditors 1,789,960 1,431,002 215,658 172,410
Amount due to principal shareholder 4,859,774 4,754,530 585,515 572,835
Income tax payable 565,000 513,000 68,072 61,807
Accruals 6,798,374 5,737,834 819,081 691,305
----------- ----------- ---------- ----------
Total current liabilities 58,054,035 56,091,959 6,994,463 6,758,067
----------- ----------- ---------- ----------
Shareholders' advances and shareholders' equity :
Advances from the principle shareholder 70,000,000 70,000,000 8,433,735 8,433,735
----------- ----------- ---------- ----------
Common stock par value US$ 0.001;
authorized 50,000,000 shares; issued
2,623,843 and 2,763,843 at March 31, 1998 and
December 31, 1997, respectively 22,933 21,771 2,763 2,623
Additional paid-in capital (6,972) (180,110) (840) (21,700)
Accumulated deficit (76,045,416) (74,362,582) (9,162,099) (8,959,348)
----------- ----------- ---------- ----------
Total deficiency of shareholders' equity (76,029,455) (74,520,921) (9,160,176) (8,978,425)
----------- ----------- ---------- ----------
Total shareholders' advances and shareholders' equity (6,029,455) (4,520,921) (726,441) (544,690)
----------- ----------- ---------- ----------
Total liabilities and shareholders' equity 52,024,580 51,571,038 6,268,022 6,213,377
=========== =========== ========== ==========
</TABLE>
See accompanying notes to the Condensed Consolidated Financial Statements
<PAGE> 4
JENSON INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
3 MONTHS 3 MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1998
-------------- --------------
RMB US$
<S> <C> <C>
Revenues :
Hotel operations :
Rooms 1,720,577 207,298
Food and beverage 1,052,370 126,792
Other operating departments 233,295 28,108
Sales tax (150,148) (18,090)
----------- ----------
2,856,094 344,108
Consultancy services 1,550,000 186,747
Others 12,601 1,518
Sales tax for consultancy services (39,000) (4,699)
----------- ----------
Total revenue 4,379,695 527,674
----------- ----------
Operating expenses :
Hotel operations by departments :
Rooms 336,181 40,504
Food and beverage 768,328 92,570
Other operating departments 76,592 9,228
Consultancy services :
Consultancy fee to principal shareholder 31,000 3,735
Other operating expenses :
Administrative and general 1,031,377 124,262
Consultancy fee paid to the consultant 174,300 21,000
Depreciation and amortization 1,070,204 128,940
Electricity, gas and water 546,233 65,811
Repairs and maintenance 29,838 3,595
Salaries and allowances 644,673 77,672
Provision for staff welfare and benefits 149,261 17,983
Legal and professional fees 717,242 86,415
Management fee to a related company 96,300 11,602
----------- ----------
Total operating expenses 5,671,529 683,317
----------- ----------
Net operating loss (1,291,834) (155,643)
Interest expenses (339,000) (40,843)
----------- ----------
Loss before income taxes (1,630,834) (196,486)
Income taxes (52,000) (6,265)
----------- ----------
Net loss for the period (1,682,834) (202,751)
=========== ==========
Loss per share
Basic (1.92) (.23)
=========== ==========
Weighted average number of share of common stock
Basic 877,821 877,821
=========== ==========
</TABLE>
See accompanying notes to the Condensed Consolidated Financial Statements
<PAGE> 5
JENSON INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
3 MONTHS 3 MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1998
-------------- --------------
RMB US$
<S> <C> <C>
Cash flows from operating activities :
Net loss (1,682,834) (202,751)
Adjustments to reconcile net loss to net cash
provided by operating activities :
Depreciation and amortisation 1,070,204 128,940
Consulting fees 174,300 21,000
Changes in working capital components :
Accounts receivable (1,174,607) (141,519)
Inventories (4,702) (567)
Prepayments, deposits and other receivables (130,271) (15,695)
Amount due to the principal shareholder 105,244 12,680
Amount due from the subsidiary 0
Accounts payable (442,713) (53,339)
Other creditors and accruals 300,219 36,171
Statutory provisions for staff welfare and benefits 270,837 32,631
Interest payable 615,949 74,211
Other payable 0 0
Income tax payable 52,000 6,265
Accrued expenses 1,060,540 127,776
---------- --------
Net cash provided by operating activities 214,166 25,803
---------- --------
Cash flow from investing activities
Purchase of fixed assets (102,955) (12,404)
---------- --------
Net increase in cash and cash equivalent 111,211 13,399
Cash and cash equivalents
Beginning of the period 816,557 98,380
---------- --------
End of the period 927,768 111,779
---------- --------
</TABLE>
<PAGE> 6
JENSON INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1998
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
ORGANIZATION - Jenson International, Inc. (the "Company", which term shall
include, when the context so requires, its subsidiaries), formerly known as Best
Medical Treatment Group Inc., Gaensel GoldMines, Inc., World Technologies &
Trading Company, and Chatham Energy Corporation, was incorporated in the State
of Nevada, the United States of America on September 13, 1981.
The Company had no operations from 1984, until early 1997. On March 31, 1997,
the Company acquired all of the capital stock of Lifeline Medical Information
Systems, Inc. ("Lifeline"). In connection with this transaction, the Company
issued an aggregate of 800,000 share of common stock, $ 0.001 par value per
share ("Common Stock").
On March 12, 1998, the Company entered into a Share Exchange Agreement
("Agreement") with C.M. Cheng (the "Shareholder"). Pursuant to the Exchange
Agreement, the Company acquired from the Shareholder all of the outstanding
shares of Wonderwide Consultants Limited (BVI) ("Wonderwide") in exchange for
the issuance to the Shareholder of 2,230,000 shares of Common Stock of which
334,500 shares of the Shareholder are under escrow. The closing date of the
transactions was March 16, 1998.
Section 2.04 of the Exchange Agreement provided that in the event that
Wonderwide's consolidated net income, as audited under United States generally
accepted accounting principles ("U.S. GAAP"), was less than $2.5 million for the
year ended December 31, 1997, then the Shareholder would cancel that number of
shares of Common Stock to that level that would have existed had Wonderwide's
1997 earnings met the minimum level stated above (before adjustment for any
splits or new issuances post closing). Wonderwide's consolidated net income, as
audited under U.S. GAAP for the fiscal year ended December 31, 1997, was
$793,736. In accordance with Section 2.04 of the Agreement, an aggregate of
1,886,022 shares of Common Stock issued pursuant to the Agreement were
automatically cancelled effective as of May 18, 1999 ( which is the date of
completion of the independent audit of Wonderwide's financial statements for the
fiscal year ended December 31, 1997).
Subsequent to the closing date of the Agreement, the Shareholder agreed to
transfer to Wonderwide all of the issued and outstanding capital stock of Jenson
International Travel Services Limited ("Jenson Travel") in exchange for the
issuance to the shareholder by the Company of 1,275,673 shares of Common Stock.
The Shareholder also has agreed to contribute to the Company the sum of RMB
36,535,000, representing the approximate net income of the group tour business
now conducted by Jenson Travel for the years ended December 31, 1995, 1996, 1997
and 1998. In addition, the Shareholder has provided certain operating advances
to the Company from time to time, in the aggregate amount of RMB70,000,000 with
respect to such advances, the Company and the Shareholder have agreed that (i)
RMB36,535,000 shall be applied to offset in full the obligation of the
Shareholder to contribute to the Company an amount equal to the approximate net
income of the group tour business now conducted by Jenson Travel for the years
ended December 31, 1995, 1996 , 1997 and 1998, and (ii) in exchange for the
remaining amount of such advances of RMB 33,465,000, the Company shall issue to
the Shareholder an aggregate of 501,484 shares of Common Stock. The foregoing
transactions are described in an Investment Agreement dated as of May 18, 1999,
entered into and between the Company and the Shareholder.
FOREIGN CURRENCY TRANSLATION
In preparing the consolidated financial statements, the financial statements of
the Company are measured using Renminbi ("RMB") as the functional currency.
The Company's share capital is denominated in United States Dollars ("US$") and
the reporting currency is the RMB. For financial reporting purposes, the US$
share capital amounts have been translated into RMB at the applicable rates
prevailing on the transactions dates.
All translation of amounts from RMB into US$ is for the convenience of the
reader only and has been made at the swap center rate of US$1.00 = RMB8.3 as
quoted by the People's Bank of China ("PBOC") on March 31, 1998. No
representation is made that the Renminbi amounts could have been, or could be,
converted into United States dollars at that rate or at any other rate.
<PAGE> 7
NOTE 2. COMMENTS
The accompanying condensed consolidated financial statements are unaudited, but
in the opinion of the management of the Company, contain all adjustments
necessary to present fairly the financial position at March 31, 1998, and the
results of operations and cash flows for the three months ended March 31, 1998.
These adjustments are of a normal recurring nature. The consolidated balance
sheet as of December 31, 1997 is derived from the Company's audited financial
statements. Certain information and footnote disclosures normally included in
financial statements that have been prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission, although
management of the Company believes that the disclosures contained in these
financial statements are adequate to make the information presented therein not
misleading. For further information, refer to the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1998, as filed with the Securities
and Exchange Commission.
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 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.
The results of operations for the three months ended March 31, 1998 are not
necessarily indicative of the results of operations to be expected for the full
fiscal year ending December 31, 1998.
NOTE 3. (LOSS) EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"), which requires
the presentation of basic and diluted earnings per share. Basic earnings per
share are calculated by dividing net income by the weighted average number of
common shares outstanding during the period. Diluted earnings per share are
calculated by dividing net income by the basic shares and all dilutive
securities (stock options and warrants), but does not include the impact of
contingently issuable securities or potential common shares which would be
antidilutive.
For the three months ended March 31, 1998, net income per common share is based
on the weighted average number of shares of the Common Stock issued and
outstanding during each respective period. The weighted average number of common
stock outstanding for the periods presented are calculated after taking effect
of the cancellation of 1,886,022 shares issued to the Shareholder.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Consolidated Results of Operations:
Three months ended March 31, 1998
SALES:
For the three months ended March 31, net sales were RMB 4,379,695, of
which RMB 2,856,094 (65.2%) was from the hotel operation and RMB
1,523,602 (34.8%) was from the consulting services.
For the three months ended March 31, 1998, net sales of the hotel
operation was comprised of RMB1,720,577 (60.2%) from room income,
RMB1,052,370 (36.8%) from food and beverage income, and RMB83,147
(3.0%) was from other income.
OPERATING EXPENSES:
For the three months ended March 31, 1998, operating expenses were
RMB5,671,529 or 129.5% of net sales, consisting of direct operating
expenses of RMB1,212,101 or 21.4% of net sales and other operating
expenses of RMB 4,459,428 or 101.8% of net sales.
Other operating expenses for the three months ended March 31, 1998,
mainly comprised of depreciation and amortization which amounted to RMB
1,031,377 or 23.5% of net sales, legal and professional fees amounted
to RMB 717,242 or 16.4% of net sales, salaries and staff welfare
provisions amounted to RMB793,934 or 18.1% of net sales, utilities
amounted to RMB 546,233 or 12.5% of net sales, general and
administrative expenses amounted to 1,370,642 or 31.3% of net sales.
The legal and professional fees incurred in 1998 mainly represented
audit fees, legal counsel fees and professional expenses incurred for
the reverse acquisition of Best Medical Treatment Group, Inc. during
1998.
INTEREST INCOME AND INTEREST EXPENSES:
For the three months ended March 31, 1998, interest expense was
RMB339,000 and no material interest income was noted during the period.
INCOME TAXES:
For the three months ended March 31, 1998, one of the Company's BVI
subsidiaries operating in the PRC was subject to PRC income tax and RMB
52,000 tax provision was made during the period.
Save as disclosed above, no other subsidiaries within the Company had
assessable income during the three months ended March 31, 1998.
NET (LOSS)/INCOME BEFORE INCOME TAXES:
Net loss for the three months ended March 31, 1998, was RMB 1,682,834
and such loss was partly contributed by the non-recurring professional
expenses and consulting fee paid regarding the reverse acquisition of
Best Medical Treatment Group, Inc., during 1998. The expenses incurred
during the period amounted to RMB 700,000 approximately.
CONSOLIDATED FINANCIAL RESOURCES - MARCH 31, 1998
LIQUIDITY AND CAPITAL RESOURCES:
For the three months ended March 31, 1998, the Company's operations
provided cash resources of RMB214,166. The major components of the cash
provided from operations during the period were the increase of RMB
1,060,540 in accrued expenses and the increase of RMB 615,949 in
interest payable. 102,955 were used in investing activities for the
purchase of property, plant and equipment.
The Company's cash balance increased by RMB 111,211 to RMB927,768 at
March 31, 1998, as compared to RMB 816,557 at December 31, 1997. The
Company's net working capital deficit increased by RMB541,285 to RMB
39,196,545 at March 31, 1998, as compared to RMB38,655,260 at December
31, 1997. As a result, the Company's current ratio decreased to 0.32 to
1 at March 31, 1998, as compared to 0.31 to 1 at December 31, 1997.
The Company is currently operating at a loss and has net working
capital deficit. The Company's ability to continue as a going concern
is dependent on the continued financial support of its principal
shareholder, who has provided a letter of financial support to the
Company.
The management is currently seeking alternative ways to improve the
liquidity of the Company. On May 18, 1999, the principal shareholder
signed an investment agreement with the Company to forego repayment on
the advances made by him of RMB 70,000,000 in exchange for 501,484
shares of common stock of the Company.
FOREIGN CURRENCY EXCHANGE AND INFLATION
The People's Republic of China ("PRC") government imposes control over
its foreign currency reserves in part through direct regulation of the
conversion of Renminbi into foreign exchange and through restrictions on foreign
trade. The conversion of Renminbi into United States Dollars and other foreign
currencies is based on the rate set by the People's Bank of China ("PBOC"),
which is set based on the previous day's PRC interbank foreign exchange market
rate and with reference to current exchange rates on the world financial
markets.
Foreign investment enterprises may generally remit out of the PRC
profits or dividends derived from a source within the PRC, subject to the
availability of foreign currency. Except for such profits or dividends,
remittance out of the PRC by foreign investors of any other amount (including
proceeds from a disposition of an investment in the PRC) is subject to the
approval of the State Administration of Foreign Exchange and the availability of
foreign currency (at the central government of provincial level). In addition,
if there is a deterioration in the PRC's balance of payments or for other
reasons, the PRC may impose restrictions on foreign currency remittances abroad.
No assurance can be given that the Company's PRC subsidiaries will be able or
permitted to remit out of the PRC amounts due to the Company.
In the most recent decade, the Chinese economy has experienced rapid
economic growth as well as relatively high rates of inflation, which in turn
resulted in the periodic adoption by the Chinese government of various
corrective measures designed to regulate growth and contain inflation. Since
1993, the Chinese government has implemented an economic program designed to
control inflation, which has resulted in the tightening of working capital to
Chinese business enterprises. The recent Asian financial crisis has resulted in
a general reduction in domestic production and sales, and a general tightening
of credit. The success of the Company depends in substantial part upon the
continued growth and development of the Chinese economy.
Foreign operations are subject to certain risks inherent in conducting
business abroad, including price and currency exchange controls, influctations
in the relative value of currencies. The Company conducts virtually all of its
business in China and, accordingly, the sale of its products and services is
settled primarily in RMB. As a result, devaluation of the RMB against the United
States Dollar ("USD") would adversely affect the Company's financial performance
when measured in USD. Although prior to 1994, the RMB experienced significant
devaluation against the USD, the RMB has remained fairly stable since then. In
addition, the RMB is not freely convertible into foreign currencies, and the
ability to convert the RMB is subject to the availability of currencies.
Effective December 1, 1998, the foreign exchange transactions involving the RMB
must take place through authorized banks or financial institutions in China at
the prevailing exchange rates quoted by the PBC.
The continuing Asian financial crisis has inhibited the growth and
general level of activity of the Chinese economy, thus reducing consumer demand
in China, which has had a negative impact on the Company's results of
operations, financial condition and cash flows. In addition, as a result of the
Asian financial crisis, China has tightened its foreign exchange controls.
Although the central government of China has repeatedly indicated that it does
not intend to devalue its currency in the near future, devaluation still remains
a possibility. Should the central government of China decide to devalue its
currency, the Company does not believe that such an action would have a
detrimental effect on the Company's operations, since the Company conducts
virtually all of its business in China, and the sale of its products and
services is settled in RMB.
YEAR 2000 ISSUE
The Year 2000 Issue results in the fact that certain computer programs
have been written using two digits rather than four digits to designate the
applicable year. Computer programs that have sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities. Based on a
recent internal assessment, the Company does not believe that the cost to modify
its existing software and/or convert to new software will be significant.
Due to the number of distributors and suppliers that the Company
conducts business with on a continuing basis, and their varying levels of
sophistication with respect to utilization of computer systems, the Company is
currently unable to determine if such parties have fully addressed the Year 2000
Issue as it relates to their respective operating systems. However, the Company
does not believe that a Year 2000 system failure by any of such parties will, in
the aggregate, have a material adverse effect on the Company's consolidated
results of operations, financial position or cash flow.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In August 1988, Qin Dynasty, a subsidiary of the Company, signed a
loan agreement (the "Loan Agreement") with a company in the PRC (the
"Plaintiff") to provide a loan in the amount of US$ 2,000,000 to Qin Dynasty.
Under the Loan Agreement, the loan accrued interest at the 6-month LIBOR rate
plus 0.8% per annum and was repayable 24 months after the first draw down date
in four equal half-yearly installments of US$500,000. The loan was secured by a
RMB10,000,000 deposit (approximately equivalent to the loan amount on the draw
down date) provided by C.M. Cheng on behalf of Qin Dynasty to the Plaintiff and
accrued interest at a fixed annual interest rate of 7.2%. The Plaintiff was
required to refund the deposit to C.M. Cheng in four equal half-yearly
installments of RMB2,500,000 on the maturity dates of the four half-yearly
principal installments of US$500,000 on April 3, 1991 and September 3, 1992.
However, Qin Dynasty did not repay any portion of the loan and the Plaintiff did
not request settlement during the period because the Company contends there was
a verbal agreement (the "Verbal Agreement") between the parties whereby the
parties agreed that the quarterly principal payment of US$500,000 would be set
off against RMB2,500,000 of the deposit in case of default in repayment.
The Plaintiff made its first demand for the settlement under the Loan
Agreement in March 1994. Qin Dynasty refused to pay in view of the existence of
the Verbal Agreement.
The Plaintiff then filed a lawsuit against Qin Dynasty and in May 1996,
PRC court determined that the first three installments of the loan repayment
with an aggregate value of US $1.5 million should be set-off against RMB7.5
million of C.M. Cheng's deposit and that Qin Dynasty should repay the fourth
loan installment of US$500,000 to the Plaintiff in return for a refund of the
remaining RMB2,500,000 deposit to Cheng Chao Ming. All related interest expenses
and penalty interest for the delay of repayment in respect of the US$500,000
loan principal and RMB2,500,000 deposit to be computed and settled in accordance
with the Loan Agreement. The related liabilities arising from the loan to Qin
Dynasty have been accrued in accordance with the court's determination as of
December 31, 1998. The Plaintiff has filed an appeal. The Company's directors
believe that the ultimate resolution of this matter will not have any material
impact on the Company's financial position.
<PAGE> 8
<PAGE> 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Description Method of Filing
-------- ----------- ----------------
(27) Financial Data Schedule Filed herewith
(b) Current Reports on Form 8-K
A Current Report on Form 8-K, was filed by the Registrant on March 27,
1998. The following is a list of the items reported and financial
statements filed in the Form 8-K:
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The above referenced Financial Statements were subsequently filed on
a Form 8-K/A, Amendment No. 1, filed on May 21, 1999, amending the
Current Report on Form 8-K, previously filed by the Registrant on
March 27, 1998.
<PAGE> 10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JENSON INTERNATIONAL, INC.
Registrant
Date: June 2, 1999 /s/ C.M. Cheng
--------------------------- ----------------------------
C.M. Cheng
Chairman (Chief Executive Officer)
/s/ C.M. Chow
----------------------------
C.M. Chow
(Chief Financial Officer)
<PAGE> 11
EXHIBIT INDEX
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 111,779
<SECURITIES> 0
<RECEIVABLES> 2,000,600
<ALLOWANCES> 0
<INVENTORY> 94,446
<CURRENT-ASSETS> 2,271,987
<PP&E> 3,996,035
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,268,022
<CURRENT-LIABILITIES> 6,994,463
<BONDS> 8,433,735
0
0
<COMMON> 1,923
<OTHER-SE> (9,160,176)
<TOTAL-LIABILITY-AND-EQUITY> 6,268,022
<SALES> 0
<TOTAL-REVENUES> 527,674
<CGS> 0
<TOTAL-COSTS> 683,317
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (40,843)
<INCOME-PRETAX> (196,486)
<INCOME-TAX> (6,265)
<INCOME-CONTINUING> (202,751)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (202,751)
<EPS-BASIC> (0.23)
<EPS-DILUTED> (0.23)
</TABLE>
