<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________________ to ___________________
Commission File No. 2-78335-NY
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J R CONSULTING, INC.
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(Name of small business issuer in its charter)
NEVADA 13-3121128
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o 201 SOUTH BISCAYNE BOULEVARD, SUITE 3000, MIAMI, FLORIDA 33131
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(Address of principal executive offices)
(305) 373-9400
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(Issuer's telephone number)
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(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 of 1934 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
----- -----
The number of shares outstanding of the issuer's Common Stock, $.04 par
value per share, as of March 31, 1997, is 11,044,955.
Transitional Small Business Disclosure Format (check one);
YES NO X
----- -----
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
J R CONSULTING, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
3/31/97 06/30/96
(UNAUDITED) (AUDITED)
$'000 $'000
---------- ---------
<S> <C> <C>
ASSETS
Current assets
Cash 22 35
Accounts receivable 490 786
Inventories 50 143
Other current assets 25 --
------ ------
Total current assets 587 964
Property plant and equipment, net of accumulated
depreciation of $29,000 and $17,000 at 3/31/97 and
06/30/96, respectively 141 123
Other assets
Goodwill and patents 3,694 3,894
------ ------
Total assets 4,422 4,981
====== ======
LIABILITIES
Current liabilities
Overdraft 82 --
Accounts payable 887 934
Accrued liabilities 433 437
Other current liabilities 536 660
------ ------
Total current liabilities 1,938 2,031
Long-term debt 72 68
------ ------
Total liabilities 2,010 2,099
SHAREHOLDERS' EQUITY
Common Stock 485 469
Less 5,187,598 shares issued at discount below par
value (154) (154)
Paid in capital in excess of par value 5,279 5,029
Retained earnings (3,237) (2,462)
Translation adjustment 39 --
------ ------
Total shareholders' equity 2,412 2,882
------ ------
4,422 4,981
====== ======
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
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<PAGE> 3
J R CONSULTING, INC.
CONSOLIDATED CONDENSED STATEMENT OF INCOME
<TABLE>
<CAPTION>
3 MONTHS ENDED 9 MONTHS ENDED
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
3/31/97 3/31/96 3/31/97 3/31/96
$'000 $'000 $'000 $'000
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Sales 514 520 1,619 931
Cost of sales 174 179 599 495
----------- ---------- ----------- ----------
Gross margin 340 341 1,020 436
SG&A expenses 436 862 1,570 1,104
Amortization of goodwill and patents 67 (79) 201 162
----------- ---------- ----------- ----------
Operating profit (loss) (163) (442) (751) (830)
Loss on equity investment -- 1,733 -- 2,219
Write off goodwill -- 2,925 -- 2,925
Interest expense -- (14) -- --
----------- ---------- ----------- ----------
Pre-tax profit (loss) (163) (5,086) (751) (5,974)
Income tax expenses -- -- -- --
----------- ---------- ----------- ----------
Net income (loss) (163) (5,086) (751) (5,974)
=========== ========== =========== ==========
Weighted average number of
common shares outstanding 11,044,955 9,632,904 11,044,955 8,118,423
Net loss per share of common stock $(0.01) $(0.53) $(0.07) $(0.74)
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
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<PAGE> 4
J R CONSULTING, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
(UNAUDITED) (UNAUDITED)
9 MONTHS ENDED 9 MONTHS ENDED
3/31/97 3/31/96
$'000 $'000
-------------- -------------
<S> <C> <C>
Operating activities
Net income (loss) (751) (5,975)
Depreciation and amortization 240 197
Loss on equity investment -- 2,220
Decrease in inventory 93 (98)
Change in other net operating assets 220 (72)
Write off goodwill -- 2,925
Other (30) (322)
------ ------
Net cash provided by (used in) operating activities (228) (1,125)
Investing activities
Capital expenditures (52) (62)
Investment in Autokraft -- (321)
------ ------
Net cash provided by (used in) investing activities (52) (383)
Financing activities
Proceeds from stock -- 785
Proceeds from loans to be converted to stock 267 650
------ ------
Net cash provided by (used in) financing activities 267 1,435
------ ------
Increase in cash (13) (73)
Cash at July 1 35 --
Cash at March 31 22 (73)
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
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<PAGE> 5
J R CONSULTING, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments considered necessary for a fair presentation have
been included, and such adjustments are of a normal recurring nature. Results
for interim periods should not be considered indicative of results for any other
interim period or for future years.
NOTE 2
On September 7, 1995, J R Consulting, Inc., through a series of transactions,
acquired all of the issued and outstanding capital stock of Classlife Limited
that later changed its name to Benatone Limited, a United Kingdom corporation,
in exchange for 977,015 shares of J R Consulting common stock. An additional
43,917 shares of J R Consulting common stock were issued and held in escrow
pending completion of the transaction. 12,917 of these shares were released in
January 1996 but the balance of 31,000 shares remain in escrow. The fair value
of the assets acquired approximated $2.97 million. Benatone, through its
subsidiaries, is engaged in the manufacture and sale of screw-less electrical
accessories, including electrical plugs. Benatone's results of operations for
the comparative period in the previous year have been included in the Company's
consolidated financial statements beginning as of September 7, 1995.
NOTE 3
On March 1, 1996, J R Consulting acquired all of the issued and outstanding
capital stock of, and a debt receivable from, Prima Eastwest Model Management,
Inc. ("Prima"), a California corporation, in exchange for 1,393,077 shares of J
R Consulting common stock. The fair value of the acquisition was assessed to be
$55,723. Prima is a model agency in Los Angeles, California, engaged in
providing management services to models and talents in the entertainment and
beauty products industries. It also provides related studio rental services in
Los Angeles. Prima's results of operations for the comparative period in the
previous year have been included in the Company's consolidated financial
statements beginning as of March 1, 1996.
NOTE 4
On February 14, 1997, $143,500 was raised in exchange for 287,000 restricted
shares of J R Consulting common stock that may not be publicly sold prior to
February 14, 1998. The stock had not been issued as at March 31, 1997.
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<PAGE> 6
NOTE 5
No income taxes were paid during the nine months ended March 31, 1997.
NOTE 6
The effects of non-cash investing and financing activities have been excluded
from the statement of cash flows in accordance with SFAS 95.
NOTE 7
Translation of these financial statements at December 31, 1996, is at the
mid-market rate of (pound)1 to $1.630, and for the three months then ended, at
an average rate of (pound)1 to $1.622.
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<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The gross margin for the Registrant for the fiscal quarter ended March 31, 1997,
is almost the same as the gross margin for the corresponding period in the
previous fiscal year ($340,000 compared with $341,000). However, the operating
loss is significantly lower for the fiscal quarter ended March 31, 1997,
compared with the operating loss for the corresponding period in the previous
year ($163,000 compared with $442,000). Due to the exceptional items in the 1996
fiscal year, any comparison of the Registrant's net losses for the quarters
ended March 31, 1997 and 1996, is meaningless.
The gross margin for the fiscal nine months ended March 31, 1997, is
significantly higher than the gross margin for the corresponding period in the
previous fiscal year ($1,020,000 compared with $436,000). The operating loss is
somewhat lower for the fiscal nine months ended March 31, 1997, compared with
the operating loss for the corresponding period in the previous fiscal year
($751,000 compared with $830,000). Because of the exceptional items in the 1996
fiscal year, any comparison of the Registrant's net losses for the fiscal nine
months ended March 31, 1997 and 1996, is meaningless.
The performance of Benatone Limited ("Benatone") in the last quarter was worse
than both the corresponding quarter in the previous year and the quarter ended
December 31, 1996. This was caused by a number of factors. The first and by far
the most important is the seasonal nature of the business. Benatone experienced
better sales in the March quarter of 1996 due to reduced sales during December
1995, which were carried forward into January 1996. At the same time, the sales
by Benatone declined in the March quarter of 1997 due to both the seasonal
decline in sales of electrical components and in contract electrical assembly
work for other manufacturers. Benatone's continuing drive to keep costs under
control was compounded by the move to larger premises. This move took place
during the quarter ended March 31, 1997. The new premises are larger, more
suitable to its operations and cost approximately one-quarter the rent and
service charges of the previous premises. The move cost over $32,000 and had a
disrupting impact on the sales for the quarter, in particular the contract
electrical assembly work for other manufacturers. Despite expensing the total
cost of the move, the SG&A expenses for the quarter were much lower for the last
quarter compared with the corresponding quarter in the previous year ($145,000
compared with $214,000) and compared with the quarter ended December 31, 1996
($145,000 compared with $205,000). This demonstrates that Benatone appears to
have some success with its drive to be more cost-efficient, but needs to do more
to expand sales. With this in mind, Benatone is assessing a new range of
potentially profitable products.
The results of the Registrant were further depressed in the corresponding fiscal
quarter and fiscal nine months of the previous fiscal year by the Company's
losses incurred on the investment in Autokraft, which went into administrative
receivership. The Registrant no longer holds an investment in Autokraft Limited.
Prima has shown continued and significant improvement in the last nine months.
The operating losses have reduced in the last fiscal quarter compared to the
corresponding fiscal quarter in the previous fiscal year from $155,000 to
$19,000.
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<PAGE> 8
During the first four months that the Registrant owned Prima, the previous
management of Prima continued to manage the operations. Despite the Registrant
injecting significant funds into Prima, it became necessary for the management
of the Registrant to become actively involved in the oversight of the operations
of Prima. A major review of the operations resulted in an ongoing program of
reducing costs and building sales. Initially, the costs were dramatically cut,
but continued demands for efficiency have resulted in a further reduction in the
SG&A expenses in each of the last three fiscal quarters. They have gone from
$362,000 to $343,000 to $302,000 in the last fiscal quarter.
Initially, with the new ownership and change in management came uncertainty. As
a result, many of the talent in the women's division left Prima. Although very
few of the talent in the men's division and Profile (hair and makeup division)
left Prima, the overall result on the sales was relatively large. However, this
aspect of Prima has shown continued growth in each of the last three fiscal
quarters. Net sales revenue has gone from $249,000 to $265,000 to $283,000 in
the last fiscal quarter. These trends are very positive for Prima and every
effort is being made to ensure that further progress is made to improve
efficiency and increase sales.
Following the acquisition of Prima, the Registrant concentrated on improving the
performance of its existing subsidiaries to consolidate its position without
further acquisitions. Consequently, the Registrant is continuing to review all
of its operations and keep capital expenditure to a minimum. This process is
expected to continue until a detailed plan, approved by the board of the
Registrant, of the future direction, development and expansion of each of the
subsidiaries is completed. Until that time, each subsidiary is continuing a
program of eliminating unnecessary expenditure and attempting to expand sales.
Preliminary plans have been developed for both subsidiaries, but these will only
be formalized after Benatone and Prima have consolidated their existing
positions.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
(c) During the fiscal quarter ended March 31, 1997, the Registrant
sold equity securities in the following transactions that were
not registered pursuant to the Securities Act of 1933, as
amended (the "Securities Act"):
(1) On February 14, 1997, the Registrant sold 287,000
shares of its common stock for $143,500 to an entity
that is not a "U.S. Person," as that term is defined
in Regulation S promulgated pursuant to the
Securities Act ("Regulation S"), in a transaction
that occurred outside the United States of America.
The Registrant relied upon the exclusion provided by
Regulation S from the registration requirements of
the Securities Act in consummating this transaction.
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<PAGE> 9
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
J R CONSULTING, INC.
(Registrant)
Date: October 21, 1997 By: /s/ PETER ZACHARIOU
----------------------
Peter Zachariou, President
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 22
<SECURITIES> 25
<RECEIVABLES> 490
<ALLOWANCES> 76
<INVENTORY> 50
<CURRENT-ASSETS> 587
<PP&E> 141
<DEPRECIATION> 29
<TOTAL-ASSETS> 4,422
<CURRENT-LIABILITIES> 1,938
<BONDS> 72
0
0
<COMMON> 485
<OTHER-SE> 1,927
<TOTAL-LIABILITY-AND-EQUITY> 4,422
<SALES> 0
<TOTAL-REVENUES> 1,619
<CGS> 599
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (751)
<INCOME-TAX> 0
<INCOME-CONTINUING> (751)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (751)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
