<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 SEPTEMBER 30, 1996
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
----------
J R CONSULTING, INC.
----------------------------------------------
(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
------------------------------------------------------------------
(Address of principal executive offices)
(305) 373-9400
---------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(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 September 30, 1996, 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>
09/30/96 06/30/96
(unaudited) (audited)
$'000 $'000
----------- ---------
<S> <C> <C>
ASSETS
Current assets
Cash 56 35
Accounts receivable 658 786
Inventories 83 143
------ ------
Total current assets 797 964
Property plant and equipment, net of accumulated
depreciation of $24,000 and $17,000 at 09/30/96 and
06/30/96, respectively 122 123
Other assets
Goodwill and patents 3,827 3,894
------ ------
Total assets 4,746 4,981
====== ======
LIABILITIES
Current liabilities
Overdraft 67 --
Accounts payable 959 934
Accrued liabilities 523 437
Other current liabilities 590 660
------ ------
Total current liabilities 2,139 2,031
Long-term debt 69 68
------ ------
Total liabilities 2,208 2,099
SHAREHOLDERS' EQUITY
Common Stock 470 469
Less 5,187,598 shares issued at discount below par
value (154) (154)
Paid in capital in excess of par value 5,051 5,029
Retained earnings (2,837) (2,462)
Translation adjustment 8 --
------ ------
Total shareholders' equity 2,538 2,882
------ ------
4,746 4,981
====== ======
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
-2-
<PAGE> 3
J R CONSULTING, INC.
CONSOLIDATED CONDENSED STATEMENT OF INCOME
<TABLE>
<CAPTION>
3 MONTHS ENDED
(UNAUDITED) (UNAUDITED)
09/30/96 09/30/95
$'000 $'000
----------- -----------
<S> <C> <C>
Sales 449 157
Cost of sales 148 124
----------- -----------
Gross margin 301 33
SG&A expenses 608 121
Amortization of goodwill and patents 67 124
Operating profit (loss)
----------- -----------
(374) (212)
Loss on equity investment -- 118
Interest expense -- 2
----------- -----------
Pre-tax profit (loss) (374) (332)
Income tax expenses -- --
----------- -----------
Net income (loss) (374) (332)
=========== ===========
Weighted average number of
common shares outstanding 10,987,288 6,970,824
Net loss per share of common stock $(0.03) $(0.05)
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
-3-
<PAGE> 4
J R CONSULTING, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
(UNAUDITED) (UNAUDITED)
3 MONTHS ENDED 3 MONTHS ENDED
09/30/96 09/30/95
$'000 $'000
-------------- --------------
<S> <C> <C>
Operating activities
Net income (loss) (374) (332)
Depreciation and amortization 75 126
Loss on equity investment -- 118
Provision for losses -- (47)
Decrease in inventory 60 --
Change in other net operating assets 239 (75)
Other 3 (16)
---- ----
Net cash provided by (used in) operating activities 3 (226)
Investing activities
Capital expenditures (5) (3)
Investment in Autokraft -- (150)
---- ----
Net cash provided by (used in) investing activities (5) (153)
Financing activities
Proceeds from stock -- 545
Proceeds from loans to be converted to stock 23 --
---- ----
Net cash provided by (used in) financing activities 23 545
---- ----
Increase in cash 21 166
Cash at July 1 35 --
Cash at March 31 56 166
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
-4-
<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 have
been included in the Company's consolidated financial statements beginning as of
September 7, 1995.
-5-
<PAGE> 6
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 have been included only in the
Company's consolidated financial statements as of September 30, 1996. Had the
results of Prima been included in the results for the three months ended
September 30, 1995, the unaudited condensed consolidated statement of income for
the Company would have been as follows:
THREE MONTHS ENDED
09/30/95
(UNAUDITED)
$'000
-----------------
Gross revenue 484
S, G & A expenses 725
Amortization of goodwill and patents 124
----------
Operating profit (loss) (365)
Miscellaneous income (1)
Loss on equity investment 118
Interest expense 61
----------
Pre-tax profit (loss) (543)
Income tax expense --
----------
Net income (loss) (543)
Weighted average number of
common shares outstanding 6,970,824
Net loss per share of common stock $(0.08)
NOTE 4
On July 19, 1996, $23,000 was raised in exchange for 23,000 restricted shares of
J R Consulting common stock that may not be publicly sold prior to July 20,
1997. The stock had not been issued as at September 30, 1996.
On September 11, 1996, $100,000 was raised in exchange for 100,000 restricted
shares of J R Consulting common stock that may not be sold prior to September
12, 1997. The stock had not been issued as at September 30, 1996.
NOTE 5
No income taxes were paid during the three months ended September 30, 1996.
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 September 30, 1996, is at the
mid-market rate of (Pound)1 to $1.563, and for the three months then ended, at
an average rate of (Pound)1 to $1.561.
-6-
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
While the gross margin for the Registrant for the quarter ended September 30,
1996 is significantly better than for the corresponding period in the previous
year ($301,000 compared with $33,000), the net loss is higher ($374,000 compared
with $332,000).
The results of operation for the fiscal quarter ended September 30, 1996,
contain the results of the operations of both subsidiaries (Benatone Limited and
Prima Eastwest Model Management, Inc.) for the full quarter. The results of the
corresponding period in the previous year only covered the operations of one
subsidiary (Benatone Limited) and an investment in Autokraft Limited for less
than one month.
The performance of Benatone in the last quarter showed a significant improvement
on the corresponding period in the previous year. In the previous year, the
quarter represented the start of operations for Benatone and thus there were
initial transactions which will not be repeated. This is well demonstrated by
the S, G & A expenses, which were $121,000 for less than one month in the
previous year and $143,000 for the full three months for the last quarter. This
is a reflection of some one-time expenses on start up and a continuing program
of reducing operating costs.
The improvement in gross margin generated by Benatone for the last quarter did
not match the improvement in controlling costs, but this was partly expected.
Although September is generally a good month for Benatone sales, July and August
are less reliable. The industry is extremely cyclical and from April to August,
sales are relatively slow compared to the remaining months. In addition, between
January and April 1996, Benatone terminated the sales team and replaced it with
a new motivated and professional sales team.
The results of the Registrant were further depressed in the corresponding
quarter last year by its share of losses incurred by Autokraft
($118,000). The Registrant no longer holds an investment in Autokraft Limited.
The losses the Registrant would have incurred had the Registrant owned Prima in
the corresponding quarter of the previous year are shown on a pro forma basis in
the notes to the unaudited consolidated financial statements. It is clear that
Prima has shown a significant improvement since that time. The losses have
reduced from $210,000 to $113,000 for the quarter. A large part of this
improvement is due to the reduced interest expense ($59,000).
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, the results of Prima were unacceptable
to the management of the Registrant. Therefore, the management of the Registrant
became actively involved in the oversight of the operations of Prima. This
resulted in a major review of the staffing of Prima and the departure of the
remainder of the previous management of Prima except for the controller. The
expense of these changes is incorporated in the S, G & A expenses, but the
overall result was to reduce these expenses dramatically ($604,000 to $349,000)
for the quarter compared with the corresponding quarter of the previous year.
Unfortunately, with the new ownership and change in management came uncertainty.
As a result, many of the talent in the women's division left Prima.
-7-
<PAGE> 8
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 ($451,000 to $249,000). Thus while there was a net financial benefit to
Prima by making the changes, it was significantly reduced by the lower 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.
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
(c) During the fiscal quarter ended September 30, 1996, 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"):
(a) On July 19, 1996, the Registrant sold 23,000 shares
of its common stock for $23,000 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.
(b) On September 11, 1996, the Registrant sold 100,000
shares of its common stock for $100,000 to an entity
that is not a "U.S. Person," as that term is defined
in 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.
-8-
<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 17, 1997 By: /s/ PETER ZACHARIOU
--------------------------
Peter Zachariou, President
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 56
<SECURITIES> 0
<RECEIVABLES> 658
<ALLOWANCES> 76
<INVENTORY> 83
<CURRENT-ASSETS> 797
<PP&E> 122
<DEPRECIATION> 24
<TOTAL-ASSETS> 4,746
<CURRENT-LIABILITIES> 2,139
<BONDS> 69
0
0
<COMMON> 470
<OTHER-SE> 2,068
<TOTAL-LIABILITY-AND-EQUITY> 4,746
<SALES> 0
<TOTAL-REVENUES> 449
<CGS> 148
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (374)
<INCOME-TAX> 0
<INCOME-CONTINUING> (374)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (374)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
