<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark one)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
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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 No. 2-78335-NY
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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.)
180 Varick Street, 13th Floor, New York, New York 10014
-------------------------------------------------------
(Address of principal executive offices)
(212) 807-6777
---------------------------
(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 December 31, 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>
12/31/96 06/30/96
(UNAUDITED) (AUDITED)
$'000 $'000
----------- ---------
<S> <C> <C>
ASSETS
Current assets
Cash 37 35
Accounts receivable 424 786
Inventories 77 143
------ ------
Total current assets 538 964
Property plant and equipment, net of accumulated
depreciation of $25,000 and $17,000 at 12/31/96 and
06/30/96, respectively 117 123
Other assets
Goodwill and patents 890 917
------ ------
Total assets 1,545 2,004
====== ======
LIABILITIES
Current liabilities
Overdraft 28 --
Accounts payable 816 890
Accrued liabilities 511 405
Other current liabilities 522 610
------ ------
Total current liabilities 1,877 1,905
Long-term debt 75 68
------ ------
Total liabilities 1,952 1,973
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 2,029 2,007
Retained earnings (2,766) (2,291)
Translation adjustment 14 --
------ ------
Total shareholders' equity (407) 31
------ ------
1,545 2,004
====== ======
</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 6 MONTHS ENDED
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
12/31/96 12/31/95 12/31/96 12/31/95
$'000 $'000 $'000 $'000
------------------------------ -------------------------------
<S> <C> <C> <C> <C>
Sales 636 254 1,085 412
Cost of sales 262 192 410 317
---------- --------- ---------- ---------
Gross margin 374 62 675 95
SG&A expenses 515 121 1,121 242
Amortization of goodwill and patents 16 117 31 241
---------- --------- ---------- ---------
Operating profit (loss) (157) (176) (477) (388)
Loss on equity investment -- 369 -- 486
Interest expense -- 12 -- 15
---------- --------- ---------- ---------
Pre-tax profit (loss) (157) (557) (477) (889)
Income tax expenses -- -- -- --
---------- --------- ---------- ---------
Net income (loss) (157) (557) (477) (889)
========== ========= ========== =========
Weighted average number of
common shares outstanding 11,044,955 6,970,824 11,044,955 6,970,824
Net loss per share of common stock $ (0.01) $ (0.08) $ (0.04) $ (0.13)
</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)
6 MONTHS ENDED 6 MONTHS ENDED
12/31/96 12/31/95
$'000 $'000
------------------------------
<S> <C> <C>
Operating activities
Net income (loss) (477) (889)
Depreciation and amortization 71 245
Loss on equity investment -- 487
Provision for losses -- (47)
Decrease in inventory 66 --
Change in other net operating assets 394 (66)
Other (55) (104)
---- ----
Net cash provided by (used in) operating activities (1) (374)
Investing activities
Capital expenditures (20) (30)
Investment in Autokraft -- (170)
---- ----
Net cash provided by (used in) investing activities (20) (200)
Financing activities
Proceeds from stock -- 645
Proceeds from loans to be converted to stock 23 --
---- ----
Net cash provided by (used in) financing activities 23 645
---- ----
Increase in cash 2 71
Cash at July 1 35 --
Cash at March 31 37 71
</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 remains in escrow. The fair value
of the assets acquired approximated $41,000. 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 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 December 31, 1996. Had the results of Prima been included in
the results for the three months and six months ended December 31, 1995, the
unaudited condensed consolidated statement of income for the Company would have
been as follows:
-5-
<PAGE> 6
<TABLE>
<CAPTION>
3 months ended 6 MONTHS ENDED
12/31/95 12/31/95
(unaudited) (UNAUDITED)
$'000 $'000
-------------- --------------
<S> <C> <C>
Gross revenue 513 997
SG&A expenses 725 1,449
Amortization of goodwill and patents 117 241
---------- ----------
Operating profit (loss) (329) (693)
Miscellaneous income (1) (2)
Loss on equity investment 369 486
Interest expense 71 132
---------- ----------
Pre-tax profit (loss) (768) (1,309)
Income tax expense -- --
---------- ----------
Net income (loss) (768) (1,309)
Weighted average number of
common shares outstanding 6,970,824 6,970,824
Net loss per share of common stock $ (0.11) $ (0.19)
</TABLE>
NOTE 4
No income taxes were paid during the six months ended December 31, 1996.
NOTE 5
The effects of non-cash investing and financing activities have been excluded
from the statement of cash flows in accordance with SFAS 95.
NOTE 6
Translation of these financial statements at December 31, 1996, is at the
mid-market rate of (pound)1 to $1.711, and for the three months then ended, at
an average rate of (pound)1 to $1.617.
-6-
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The gross margin for the Registrant for the quarter ended December 31, 1996, is
significantly better than for the corresponding period in the previous fiscal
year ($374,000 compared with $62,000). This continues the trend set in the first
quarter of this financial year. As a result, the gross margin for the fiscal six
months ended December 31, 1996, is also significantly better than for the
corresponding period in the previous fiscal year ($675,000 compared with
$95,000)
Similarly, the net loss for the quarter ended December 31, 1996 is significantly
lower than the net loss for the corresponding period in the previous fiscal year
($157,000 compared with $557,000). This represents a large improvement compared
with the previous quarter when the net loss for this fiscal year was only
marginally lower than for the corresponding period in the previous year. For the
fiscal six months ended December 31, 1996, the net loss was significantly less
than the net loss for the corresponding period in the previous fiscal year
($477,000 compared to $889,000).
The results of operations for each of the fiscal quarter and the fiscal six
months ended December 31, 1996, contain the results of the operations of both
subsidiaries, Benatone Limited ("Benatone") and Prima Eastwest Model Management,
Inc. ("Prima") for the full quarter. The results for the corresponding periods
in the previous year only covered the operations of one subsidiary (Benatone)
and an investment in Autokraft Limited.
The performance of Benatone in both the last fiscal quarter and the fiscal six
months ended December 31, 1996, showed significant improvement compared to the
corresponding periods in the previous year. This continuing trend is encouraging
because in the same comparison for the previous fiscal quarter there were some
conditions last year that will not be repeated but made this year look
favorable. The SG&A expenses in the last quarter have increased to $193,000 from
$142,000 for the previous quarter. While the Company expected an increase due to
the quarter being the peak of the annual cycle in sales, the problem of higher
costs was exacerbated by the inability of Benatone's current manufacturer to
maintain deliveries at the rate demanded by Benatone's customers. Consequently,
instead of delivering all of Benatone's supplies from Hong Kong by ocean
freight, management decided to incur the additional expense of flying four
cargoes to England. This has enhanced customer loyalty. The extent of the
increase in SG&A expenses is a combination of the supply problem incurred this
year and a natural increase in the volume of business. Nevertheless, Benatone
has not lost sight of the importance of maintaining a continuing program of
reducing operating costs.
The improvement in gross margin generated by Benatone for the last quarter
compared with the previous quarter is a reflection of the cyclical nature of the
business; from April to August, sales are relatively slow compared to the
remaining months. Hence the gross margin increased from $52,000 to $108,000.
Furthermore, these margins are nearly double the gross margins achieved in the
corresponding periods last year. This increase is expected to continue because
between January and April, 1996, Benatone terminated the sales team and replaced
it with a new motivated and professional sales team.
-7-
<PAGE> 8
The results of the Registrant were further depressed in the corresponding fiscal
quarter and fiscal six months last fiscal year by the Registrant's share of
losses incurred by Autokraft ($369,000 and $486,000, respectively). 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 fiscal quarter and fiscal six months of the previous fiscal
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 $77,000 for the
quarter and from $420,000 to $189,000 for the six months. A large part of this
improvement is due to 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 Registrant. Therefore, management of the Registrant became more actively
involved in the oversight 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 result has been to make a significant
reduction in the SG&A expenses from $604,000 to $330,000 for the fiscal quarter
ended December 31, 1996, compared with the corresponding fiscal quarter of the
previous fiscal year. This is a continuation of the improvements made in the
previous quarter when the SG&A expenses had been reduced to $349,000. As a
result, the SG&A expenses decreased from $1,208,000 to $679,000 for the fiscal
six months ended December 31, 1996, compared with the corresponding fiscal six
months of the previous fiscal 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. 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,
decreasing from $451,000 to $265,000 for the fiscal quarter and from $902,000 to
$514,000 for the fiscal six months. However, this does represent a turnaround in
trend on sales from the last quarter when they were only $249,000. Thus while
there was a net financial benefit to Prima by making the changes, which was
significantly reduced by the lower sales, Prima believes it is now on target to
begin recovering its sales to former levels without returning to the former
expense levels.
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 keeping 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 each subsidiary, but these will only
be formalized after Benatone and Prima have consolidated their existing
positions.
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<PAGE> 9
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this amendment to be signed on its behalf by the undersigned, thereunto
duly authorized.
J R CONSULTING, INC.
Date: May 15, 1998 By: /s/ Peter Zachariou, President
------------------------------
Peter Zachariou, President
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 37
<SECURITIES> 0
<RECEIVABLES> 424
<ALLOWANCES> 76
<INVENTORY> 77
<CURRENT-ASSETS> 538
<PP&E> 117
<DEPRECIATION> 25
<TOTAL-ASSETS> 1,545
<CURRENT-LIABILITIES> 1,877
<BONDS> 75
0
0
<COMMON> 470
<OTHER-SE> (877)
<TOTAL-LIABILITY-AND-EQUITY> 1,545
<SALES> 571
<TOTAL-REVENUES> 1,085
<CGS> 410
<TOTAL-COSTS> 155
<OTHER-EXPENSES> 958
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (477)
<INCOME-TAX> 0
<INCOME-CONTINUING> (477)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (477)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
