<PAGE> 1
U.S. 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, 1998
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OR
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission file number 2-78335-NY
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J R CONSULTING, INC.
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(Exact name of small business issuer in its charter)
Nevada 13-3121128
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
180 Varick Street, 13th Floor, New York, New York 10014
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(Address of principal executive offices)
(212) 807-6777
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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
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The number of shares outstanding of the issuer's Common Stock, $.04 par
value per share, as of March 31, 1998, is 11,695,899.
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>
3/31/98 06/30/97
(UNAUDITED) (AUDITED)
$'000 $'000
----------- ---------
<S> <C> <C>
ASSETS
Current assets
Cash 203 20
Accounts receivable 738 503
Inventories 58 35
Other current assets 20 25
------ ------
Total current assets 1,019 583
Property plant and equipment, net of accumulated
depreciation of $38,000 and $40,000 at 3/31/98 and
06/30/97, respectively 100 157
Other assets
Goodwill and patents 810 855
------ ------
Total assets 1,929 1,595
====== ======
LIABILITIES
Current liabilities
Overdraft 68 --
Accounts payable 558 717
Accrued liabilities 437 526
Other current liabilities 951 639
------ ------
Total current liabilities 2,014 1,882
Long-term debt 100 --
------ ------
Total liabilities 2,114 1,882
SHAREHOLDERS' EQUITY
Common Stock 535 513
Less 5,187,598 shares issued at discount below par
value (154) (154)
Paid in capital in excess of par value 2,857 2,516
Retained earnings (3,420) (3,162)
Translation adjustment (3) --
------ ------
Total shareholders' equity (185) (287)
------ ------
1,929 1,595
====== ======
</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)
3/31/98 3/31/97 3/31/98 3/31/97
$'000 $'000 $'000 $'000
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Sales 389 533 1,481 1,618
Cost of sales 77 188 368 598
----------- ----------- ----------- -----------
Gross margin 312 345 1,113 1,020
SG&A expenses 554 448 1,603 1,569
Amortization of goodwill and patents 15 15 46 46
----------- ----------- ----------- -----------
Operating profit (loss) (257) (118) (536) (595)
Loss on equity investment -- -- (247) --
Provision for liability -- -- (39) --
Interest expense 7 -- 8 --
----------- ----------- ----------- -----------
Pre-tax profit (loss) (264) (118) (258) (595)
Income tax expenses -- -- -- --
----------- ----------- ----------- -----------
Net income (loss) (264) (118) (258) (595)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 11,695,899 11,044,955 11,534,473 11,044,955
Net loss per share of common stock $ (0.02) $ (0.01) $ (0.02) $ (0.05)
</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
3/31/98 3/31/97
$'000 $'000
-------------------------------
<S> <C> <C>
Operating activities
Net income (loss) (258) (595)
Depreciation and amortization 155 85
Decrease in inventory (23) 93
Change in other operating assets (483) 221
Other 382 (32)
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Net cash provided by (used in) operating activities (227) (228)
Investing activities (53) (52)
Capital expenditures
------ ------
Net cash provided by (used in) investing activities (53) (52)
Financing activities
Proceeds from stock -- --
Proceeds from loans to be converted to stock 463 267
------ ------
Net cash provided by (used in) financing activities 463 267
------ ------
Increase in cash 183 (13)
Cash at July 1 20 35
Cash at March 31 203 (22)
</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
No income taxes were paid during the nine months ended March 31, 1998.
NOTE 3
The effects of non-cash investing and financing activities have been excluded
from the statement of cash flows in accordance with SFAS 95.
NOTE 4
Translation of these financial statements at March 31, 1998, is at the
mid-market rate of (pound)1 to $1.675, and for the nine months then ended, at an
average rate of (pound)1 to $1.649.
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<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The gross margin for the Registrant for the fiscal quarter ended March 31, 1998
is lower than the gross margin for the corresponding period in the previous
fiscal year ($312,000 as compared with $345,000). Also, the operating loss is
significantly higher for the fiscal quarter ended March 31, 1998, compared with
the operating loss for the corresponding period in the previous year ($257,000
compared with $118,000). However, the improved performance in the first six
months of the fiscal year beginning July 1, 1997 compared with the corresponding
period in the pervious year has more than offset the decline in the fiscal
quarter ended March 31, 1998.
The gross margin for the fiscal nine months ended March 31, 1998, is higher than
the gross margin for the corresponding period in the previous fiscal year
($1,113,000 compared with $1,020,000). The operating loss is lower for the
fiscal nine months ended March 31, 1998, compared with the operating loss for
the corresponding period in the previous fiscal year ($536,000 compared with
$595,000). Management believes the exceptional items in the fiscal nine months
to March 31, 1998, make any comparison of the Registrant's net losses for the
fiscal nine months ended March 31, 1998, and 1997 meaningless. The fiscal nine
months ended March 31, 1998, have much better results because of the exceptional
items.
The performance of Benatone Limited ("Benatone") in both the last fiscal quarter
and the fiscal nine months ended March 31, 1998, showed a significant
improvement on the corresponding periods in the previous year with losses being
reduced by $62,000 and $119,000, respectively. These results are flattering
because they include the reversal of $38,000 over provision for audit fees.
Nevertheless, even after reducing the improvement by this amount, the results
show a much-improved performance compared with the previous year. This should
also be assessed in the context of operating in an environment of strong and
aggressive competition from the less developed countries, particularly with the
assembly work, and a weakening United Kingdom economy. Furthermore, this
industry is typically beginning to reduce its level of sales during the quarter
ended March 31. This may have been partly disguised due to the general slow down
in most sectors of the United Kingdom economy but on examination of the sales,
it has definitely been an important factor. Sales have declined in the fiscal
quarter ended March 31, 1998, compared with the corresponding period in the
previous fiscal year by a very large amount ($99,000 compared with $249,000).
Similarly, sales have declined in the fiscal nine months ended December 31, 1997
compared with the corresponding period in the previous fiscal year ($465,000
compared with $820,000). This has meant the improvement is all coming from
Benatone's drive to eliminate unnecessary expenses. The SG&A expenses in the
fiscal quarter ended March 31, 1998, have declined compared with the
corresponding period in the previous fiscal year ($46,000 - including the
reversal of the over accrual - compared with $156,000). Similarly, SG&A expenses
have declined in the fiscal nine months ended December 31, 1997 compared with
the corresponding period in the previous fiscal year ($239,000 compared with
$492,000). Benatone fully realizes that there is a limit to the improvement that
can be achieved by reducing unnecessary expenses. While Benatone has not lost
sight of the importance of maintaining a continuing program of reducing
operating costs, to achieve a better result, the emphasis has been directed
towards increasing the sales despite the difficulties of competition and an
economic downturn.
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<PAGE> 7
The performance of Prima in the fiscal quarter ended March 31, 1998, showed a
small improvement on the corresponding period in the previous year (an operating
loss of $8,000 compared with $18,000). The improvement in the fiscal nine months
ended March 31, 1998, compared with corresponding period in the previous year
was significant (an operating loss of $107,000 compared with $206,000). The
fiscal quarter ended March 31, 1998, is different from the previous two fiscal
quarters in that the sales did not increase compared with the corresponding
period in the previous year ($228,000 compared with $283,000). However, sales
remained significantly better for the fiscal nine months ended March 31, 1998,
compared with the corresponding period in the previous year ($953,000 compared
with $797,000). Prima appears to have reached a point where the SG&A expenses
have become closely related to the sales because at the same time the sales
declined by comparison with the previous year, the SG&A expenses also declined.
The SG&A expenses were $225,000 for the fiscal quarter ended March 31, 1998,
compared with $289,000 for the corresponding period in the previous year.
Although there is no obvious reason for the slow down in growth of sales, it may
be related to the start up of the new office in New York, which operates as an
independent company from Prima and would have taken some of Prima's sales.
The talent agency, Que Management, Inc., a wholly owned subsidiary of the
Registrant, was started on January 5, 1998, in New York with the intention of
both Que and Prima complimenting each other but based in different markets of
the same industry. The intention is that a second office will ultimately lead to
larger sales for the group and because it is a start up operation, there is no
large purchase cost. However, it does mean that the sales will all need to be
generated by Que because it does not have an established market position. To
overcome this problem, Que has taken on two experienced managers who will be
entitled to earn a limited amount of the equity in Que depending on performance.
In deciding to proceed with Que, the management of the Registrant forecast that
it would not be profitable immediately but providing targets were achieved, Que
would become very profitable. In the fiscal quarter ended March 31, 1998, Que
had sales of $62,000 and SG&A expenses of $183,000. The operating loss was
$121,000. However, while all the start up expenses have not yet been incurred,
they should not be repeated and therefore the performance in the first quarter
operation of is not a good guide to the future.
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<PAGE> 8
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.
J R CONSULTING, INC.
Date: May 15, 1998 By: /s/ Peter Zachariou
----------------------------------------
Peter Zachariou, President
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF J. R. CONSULTING INC. FOR THE NINE MONTHS ENDED MARCH
31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 203
<SECURITIES> 20
<RECEIVABLES> 738
<ALLOWANCES> 58
<INVENTORY> 58
<CURRENT-ASSETS> 1,019
<PP&E> 100
<DEPRECIATION> 14
<TOTAL-ASSETS> 1,929
<CURRENT-LIABILITIES> 2,014
<BONDS> 100
0
0
<COMMON> 535
<OTHER-SE> (720)
<TOTAL-LIABILITY-AND-EQUITY> 1,929
<SALES> 465
<TOTAL-REVENUES> 1,481
<CGS> 368
<TOTAL-COSTS> 317
<OTHER-EXPENSES> 1,272
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> (544)
<INCOME-TAX> 0
<INCOME-CONTINUING> (544)
<DISCONTINUED> 0
<EXTRAORDINARY> 286
<CHANGES> 0
<NET-INCOME> (258)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
