<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, 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
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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 X NO
------- -------
The number of shares outstanding of the issuer's Common Stock, $.04 par
value per share, as of March 31, 1996, is 10,794,955.
Transitional Small Business Disclosure Format (check one);
YES NO X
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<PAGE> 2
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS.
J R CONSULTING, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
------------------------------------
<TABLE>
<CAPTION>
03/31/96 06/30/95
(UNAUDITED) (AUDITED)
$ $
-------------- --------------
<S> <C> <C>
ASSETS
Current assets
Cash 43,184 -
Accounts receivable 1,068,493 -
Inventories 103,002 -
---------- --------
Total current assets 1,214,679 -
Property plant and equipment, net of accumulated
depreciation of $31,102 and $0 at 123,440 -
03/31/96 and 06/30/95, respectively
Other assets
Goodwill and patents 4,567,850 -
---------- --------
Total assets 5,905,969 -
========== ========
LIABILITIES
Current liabilities
Overdraft 194,452 -
Accounts payable 861,738 -
Accrued liabilities 266,190 -
Other current liabilities 33,000 -
---------- --------
Total current liabilities 1,355,380 -
Long-term debt 1,014,997 -
---------- --------
Total liabilities 2,370,377 -
SHAREHOLDERS' EQUITY
Common Stock 439,417 214,753
Less 5,187,598 shares issued at
discount below par value (154,004) (154,004)
Paid in capital in excess of par value 9,821,837) 528,993
Retained earnings (6,564,670) (589,742)
Translation adjustment (6,988) -
---------- --------
Total shareholders' equity 3,535,592 -
---------- --------
5,905,969 -
========== ========
</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)
03/31/96 03/31/95 03/31/96 03/31/95
$ $ $ $
----------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Sales 519,662 - 931,229 -
Cost of sales 178,827 - 495,423 -
------------- --------- ----------- ---------
Gross margin 340,835 - 435,806 -
SG&A expenses 861,940 2,000 1,104,000 2,000
Amortization of goodwill (79,444) - 161,591 -
------------- --------- ----------- ---------
Operating profit (loss) (441,661) (2,000) (829,785) (2,000)
Loss on equity investment 1,732,913 - 2,219,405 -
Write off goodwill 2,925,373 - 2,925,373 -
Interest expense (14,233) 365
------------- --------- ----------- ---------
Pre-tax profit (loss) (5,085,712) (2,000) (5,974,928) (2,000)
Income tax expenses 0 - 0 -
------------- --------- ---------- ---------
Net income (loss) (5,085,712) (2,000) (5,974,928) (2,000)
============= ========= ========== =========
Weighted average number of
common shares outstanding 9,632,904 3,181,224 8,118,423 3,181,224
Net loss per share of common stock ($0.53) ($0.00) ($0.74) ($0.00)
</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
03/31/96 03/31/95
$ $
--------------------------------------------
<S> <C> <C>
Operating activities
Net income (loss) (5,974,928) (2000)
Depreciation and amortization 197,137 -
Loss on equity investment 2,219,405 -
Increase in inventory (98,116) -
Change in other net operating assets (71,532) 2000
Write off goodwill 2,925,373 -
Other (321,665) -
---------- -----
Net cash provided by (used in) operating (1,124,326) -
activities
Investing activities
Capital expenditures (61,744) -
Investment in Autokraft (321,650) -
---------- -----
Net cash provided by (used in) investing (383,394) -
activities
Financing activities
Proceeds from stock 784,885 -
Proceeds from loans to be converted to stock 650,000 -
Additional bank funds 48,456 -
Loans from officers 67,563 -
---------- -----
Net cash provided by (used in) financing activities 1,550,904 -
---------- -----
Increase in cash 43,184 -
Cash at July 1 - -
Cash at March 31 43,184 -
</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 as of September
7, 1995. No comparable information is available for the period ended December
31, 1994, as Benatone commenced operations in 1995.
NOTE 3
On September 12, 1995, J R Consulting consummated the acquisition of 21,390
Class B Ordinary Shares of Autokraft Ltd., a United Kingdom corporation in
exchange for 632,585 shares of J R Consulting common stock. This represented 20%
of the equity, but 50% of the voting rights. The fair value of the acquisition
approximated $1.9 million. Autokraft and its subsidiaries were engaged in the
design, manufacture and distribution of automobiles, including the AC Cobra and
the AC Ace automobiles. J R Consulting also entered into an agreement to
purchase further shares in Autokraft but before this could be completed, due to
deadlock of the Autokraft Board of Directors, on March 7, 1996, an
administrative receiver was appointed. The investment has been written off in
the financial statements of J R Consulting.
-5-
<PAGE> 6
NOTE 4
On March 1, 1996, J R Consulting acquired all of the issued and outstanding
stock of Prima Eastwest Model Management, Inc. ("Prima"), a California
corporation, in exchange for 363,551 shares of J R Consulting common stock. The
fair value of the acquisition approximated $945,000. In addition, in exchange
for 1,029,526 shares of J R Consulting common stock, the previous majority
shareholder of Prima assumed a Prima obligation in the amount of $413,151 and
assigned to J R Consulting $2,235,608 of Prima debt owed to him. Prima is a
model agency in Los Angeles 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 in the Company's consolidated financial statements
as of March 1, 1996. Had the results of Prima been included in the results for
the 9 months ended March 1, 1995, the unaudited condensed consolidated statement
of income for the Company would have been as follows:
<TABLE>
<CAPTION>
3 MONTHS ENDED 9 MONTHS ENDED
03/31/95 03/31/95
(UNAUDITED) (UNAUDITED)
$ $
----------------- -----------------
<S> <C> <C>
Gross revenue 450,979 1,192,616
S, G & A expenses 605,709 1,496,390
--------- ----------
Operating profit (loss) (154,730) (303,774)
Miscellaneous income (944) (21,493)
Interest expense 58,706 149,589
--------- ----------
Pre-tax profit (loss) (212,492) (431,870)
Income tax expense 0 0
--------- ----------
Net income (loss) (212,492) (431,870)
Weighted average number of
common shares outstanding 3,181,224 3,181,224
Net loss per share of common stock ($0.07) ($0.14)
</TABLE>
NOTE 5
On December 22, 1995, $100,000 was raised in exchange for 100,000 shares of
restricted J R Consulting common stock that may not be publicly sold prior to
December 23, 1997. The stock had not been issued as at March 31, 1996.
On January 4, 1996, $150,000 was raised in exchange for 150,000 shares of
restricted J R Consulting common stock that may not be sold prior to January 5,
1997. The stock had not been issued as at March 31, 1996.
On February 8, 1996, $140,000 was raised in exchange for 200,000 shares of
restricted J R Consulting common stock that may not be sold prior to February 9,
1997.
-6-
<PAGE> 7
On March 5, 1996, $500,000 was raised in exchange for 500,000 shares of
restricted J R Consulting common stock that may not be sold prior to March 6,
1997. The stock had not been issued as at March 31, 1996.
NOTE 6
No income taxes were paid during the nine months ended March 31, 1996.
NOTE 7
The effects of non-cash investing and financing activities have been excluded
from the statement of cash flows in accordance with SFAS 95. See notes 2, 3 and
4 for details of non-cash transactions completed during the period.
NOTE 8
Translation of these financial statements at March 31, 1996, is at the
mid-market rate of (pound)1 to $1.527, and for the three months then ended, at
an average rate of (pound)1 to $1.523.
-7-
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Prior to September 7, 1995, the Registrant was not actively engaged in any
business. Consequently, any comparison between the fiscal quarter ended March
31, 1996 and the fiscal quarter ended March 31, 1995 is not meaningful.
Effective September 7, 1995, the Registrant acquired all of the issued and
outstanding capital stock of Classlife Limited that later changed its name to
Benatone Limited, a company formed under the laws of England. On September 12,
1995, the Registrant acquired an equity interest in Autokraft Limited, a company
formed under the laws of England. On March 1, 1996, the Registrant acquired all
the issued and outstanding stock of Prima Eastwest Model Management, Inc., a
company formed under the laws of California. On March 7, 1996, because of
deadlock of the Board of Directors, Autokraft went into administrative
receivership. The receivers have indicated to the Registrant that there will not
be any liquidating dividend to the shareholders of Autokraft.
As of March 31, 1996, the Registrant had a negative working capital of $140,701.
The Registrant will fund its working capital needs in the short term from
revenues generated from operations from the aforesaid acquisitions and from cash
on hand and, if required, from additional debt and/or equity financing, the
consummation of which no assurance can be given. In December 1995 and during
January to March 1996, the Registrant raised $890,000 in gross proceeds from the
consummation of private offerings pursuant to which the Registrant agreed to
issue 950,000 shares of its common stock.
-8-
<PAGE> 9
PART II - OTHER INFORMATION
---------------------------
ITEM 2. CHANGES IN SECURITIES.
(c) During the fiscal quarter ended March 31, 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 January 4, 1996, the Registrant sold 150,000
shares of its common stock for $150,000 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 February 8, 1996, the Registrant sold 200,000
shares of its common stock for $140,000 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.
(c) On March 5, 1996, the Registrant sold 500,000 shares
of its common stock for $500,000 to an entity in a
private transaction. The Registrant relied upon the
exemption from registration provided by Section 4(2)
of the Securities Act.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(b) Reports on Form 8-K.
The Registrant filed the following Current Reports on Form 8-K
during the fiscal quarter ended March 31, 1996:
1. Current Report on Form 8-K dated March 1, 1996,
disclosing the acquisition of Prima Eastwest Model
Management, Inc.
2. Current Report on Form 8-K dated March 7, 1996,
disclosing the commencement of the administrative
receivership for Autokraft Ltd.
-9-
<PAGE> 10
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: July 31, 1997 By: /s/ Peter Zachariou
-------------------------------
Peter Zachariou, President
-10-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 43,184
<SECURITIES> 0
<RECEIVABLES> 1,068,493
<ALLOWANCES> 76,000
<INVENTORY> 103,002
<CURRENT-ASSETS> 1,214,679
<PP&E> 123,440
<DEPRECIATION> 31,102
<TOTAL-ASSETS> 5,905,969
<CURRENT-LIABILITIES> 1,355,380
<BONDS> 1,014,997
0
0
<COMMON> 439,417
<OTHER-SE> 3,096,175
<TOTAL-LIABILITY-AND-EQUITY> 5,905,969
<SALES> 0
<TOTAL-REVENUES> 931,229
<CGS> 495,423
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 365
<INCOME-PRETAX> (830,150)
<INCOME-TAX> 0
<INCOME-CONTINUING> (830,150)
<DISCONTINUED> 0
<EXTRAORDINARY> (5,144,778)
<CHANGES> 0
<NET-INCOME> (5,974,928)
<EPS-PRIMARY> (0.74)
<EPS-DILUTED> (0.74)
</TABLE>
