<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 December 31, 1997
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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
- --------------------------------------------------------------------------------
(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 NO X
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The number of shares outstanding of the issuer's Common Stock, $.04 par
value per share, as of September 30, 1997, is 11,695,899.
Transitional Small Business Disclosure Format (check one);
YES NO X
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
J R CONSULTING, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
12/31/97 06/30/97
(UNAUDITED) (AUDITED)
$'000 $'000
----------- ---------
<S> <C> <C>
ASSETS
Current assets
Cash 80 20
Accounts receivable 726 503
Inventories 12 35
Other current assets 20 25
------ ------
Total current assets 838 583
Property plant and equipment, net of accumulated
depreciation of $32,000 and $40,000 at 12/31/97 and
06/30/97, respectively 59 157
Other assets
Goodwill and patents 825 855
------ ------
Total assets 1,722 1,595
====== ======
LIABILITIES
Current liabilities
Overdraft 55 --
Accounts payable 683 717
Accrued liabilities 442 526
Other current liabilities 491 639
------ ------
Total current liabilities 1,671 1,882
Long-term debt -- --
------ ------
Total liabilities 1,671 1,882
SHAREHOLDERS' EQUITY
Common Stock 533 513
Less 5,187,598 shares issued at discount below par
value (154) (154)
Paid in capital in excess of par value 2,829 2,516
Retained earnings (3,156) (3,162)
Translation adjustment (1) --
------ ------
Total shareholders' equity 51 (287)
------ ------
1,722 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 6 MONTHS ENDED
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
12/31/97 12/31/96 12/31/97 12/31/96
$'000 $'000 $'000 $'000
--------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Sales 571 636 1,092 1,085
Cost of sales 152 262 291 410
----------- ----------- ----------- -----------
Gross margin 419 374 801 675
SG&A expenses 515 515 1,049 1,121
Amortization of goodwill and patents 16 16 31 31
----------- ----------- ----------- -----------
Operating profit (loss) (112) (157) (279) (477)
Loss (profit) on sale of assets (247) -- (247) --
Other income (loss) (39) -- (39) --
Interest expense -- -- 1 --
----------- ----------- ----------- -----------
Pre-tax profit (loss) 174 (157) 6 (477)
Income tax expenses -- -- -- --
----------- ----------- ----------- -----------
Net income (loss) 174 (157) 6 (477)
=========== =========== =========== ===========
Weighted average number of
common shares outstanding 11,695,899 11,044,955 11,453,760 11,044,955
Net loss per share of common stock $ 0.01 $ (0.01) $ 0.00 $ (0.04)
</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)
6 MONTHS ENDED 6 MONTHS ENDED
12/31/97 12/31/96
$'000 $'000
-------------------------------------
<S> <C> <C>
Operating activities
Net income (loss) 6 (477)
Depreciation and amortization 134 71
Decrease in inventory 23 66
Change other net operating assets (341) 394
Other (86) (55)
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Net cash provided by (used in) operating activities (264) (1)
Investing activities (9) (20)
Capital expenditures
-------- --------
Net cash provided by (used in) investing activities (9) (20)
Financing activities
Proceeds from stock -- --
Proceeds from loans to be converted to stock 333 23
-------- --------
Net cash provided by (used in) financing activities 333 23
-------- --------
Increase in cash 60 2
Cash at July 1 20 35
Cash at March 31 80 37
</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 October 1, 1997, $100,000 was raised in exchange for 188,679 restricted
shares of J R Consulting common stock. The shares that may not be publicly sold
prior to November 3, 1998 with respect to 37,736 shares, November 11, 1998 with
respect to 37,736 shares, December 22, 1998 with respect to 56,603 shares, and
March 19, 1999 with respect to 56,604 shares. The stock had not been issued as
at September 30, 1997.
NOTE 3
No income taxes were paid during the nine months ended March 31, 1997.
NOTE 4
The effects of non-cash investing and financing activities have been excluded
from the statement of cash flows in accordance with SFAS 95.
NOTE 5
Translation of these financial statements at December 1997, is at the mid-market
rate of (pound)1 to $1.645, and for the six months then ended, at an average
rate of (pound)1 to $1.647.
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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 December 31,
1997, is better than the corresponding period in the previous fiscal year
($419,000 compared with $374,000). This continues the trend set in the first
quarter of this fiscal year. As a result, the gross margin for the fiscal six
months ended December 31, 1997 is also significantly better than for the
corresponding period in the previous fiscal year ($801,000 compared to
$675.000).
There was no movement in the operating expenses for the fiscal quarter ended
December 31, 1997 compared with the fiscal quarter ended December 31, 1996.
Therefore, the net operating loss for the fiscal quarter ended December 31, 1997
is lower than the net loss for the corresponding period in the previous year
($112,000 compared with $157,000) by the same improvement in the gross margin
($45,000). While this represents an improvement, it is a slow down in the rate
of improvement compared with the previous quarter when the net operating loss
for this fiscal year was significantly lower than for the corresponding period
in the previous year. For the fiscal six months ended December 31, 1997, the net
operating loss was significantly less than the net operating loss for the
corresponding period in the previous fiscal year ($279,000 compared to
$477,000).
The results of operations for each of the fiscal quarter and fiscal six months
ended December 31, 1997 contain the results of the exceptional items from Prima
resulting in an additional exceptional profit of $286,000.
The performance of Benatone Limited ("Benatone") in both the last fiscal quarter
and the fiscal six months ended December 31, 1997, showed a significant
improvement over the corresponding periods in the previous year with losses
being reduced by $30,000 and $57,000 respectively. This continuing trend is
encouraging because as mentioned for the fiscal quarter ended September 30,
1997, Benatone is facing strong and aggressive competition from the less
developed countries, particularly with the assembly work. In addition, the
United Kingdom is experiencing an economic slow down and the normal upturn in
the annual cycle did not occur. That is exacerbating the slower sales already
being experienced because of competition from low cost manufacturers. Thus,
sales have declined in the fiscal quarter ended December 31, 1997 compared with
the corresponding period in the previous fiscal year ($174,000 compared with
$370,000). Similarly, sales have declined in the fiscal six months ended
December 31, 1997 compared with the corresponding period in the previous fiscal
year ($367,000 compared with $571,000). 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 December 31, 1997 have declined compared
with the corresponding period in the previous fiscal year ($100,000 compared
with $193,000). Similarly, SG&A expenses have declined in the fiscal six months
ended December 31, 1997, compared with the corresponding period in the previous
fiscal year ($193,000 compared with $335,000). 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 sales despite the difficulties of
competition and an economic downturn.
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<PAGE> 7
As for the fiscal quarter ended September 30, 1997, the performance of Prima in
the fiscal quarter ended December 31, 1997 also showed a significant improvement
over the corresponding period in the previous year (an operating loss of $27,000
compared with $77,000). The improvement in the fiscal six months ended December
31, 1997 compared with corresponding period in the previous year was also
significant (an operating loss of $99,000 compared with $189,000). This is
primarily the result of a continued and concerted effort to increase sales that
had declined with the introduction of an entirely new management team during the
fiscal quarter ended September 30, 1996. The sales have increased from $265,000
in the fiscal quarter ended December 31, 1996, to $377,000 in the fiscal quarter
ended December 31, 1997, and from $514,000 in the fiscal six months ended
December 31, 1996 to $725,000 in the fiscal six months ended December 31, 1997.
Although the SG&A expenses have also continued to increase over this period, the
increase is proportionately much smaller. They increased from $330,000 in the
fiscal quarter ended December 31, 1996 to $391,000 in the fiscal quarter ended
December 31, 1997 and from $679,000 in the fiscal six months ended December 31,
1996 to $800,000 in the fiscal six months ended December 31, 1997. Nevertheless,
it is the intention of management to continue to monitor the expenses and while
expenses will increase with increased activity, management intends to insure
that they never increase to the levels reached under the previous management.
In addition to the continued improvement in the operating performance of Prima,
the results of the Registrant improved during the fiscal quarter ended December
31, 1997 because two disputes (which could have resulted in litigation were
resolved) and an asset was sold. The Registrant inherited both disputes when it
acquired Prima on March 1, 1996. Under the management of the Registrant, Prima
provided for the disputes in its accounts. Both disputes were resolved at a
lower cost to Prima than provided for in the accounts, and this over provision
of $39,000 after all costs was written back into the consolidated condensed
statement of income as an exceptional profit.
Prima also sold its Studio on November 30, 1997. The Studio was part of Prima
when the Registrant acquired Prima on March 1, 1996. Prima had invested
equipment and funds in the Studio valued in the financial statements at $53,000
at the time of the sale. After allowing for the recovery of the $29,000
accumulated profit of the Studio from March 1, 1996 to November 30, 1997, the
Studio was sold for $300,000. The accumulated profit has already been accounted
for in financial statements as operating profit and is to be paid to Prima by
the buyer, and this payment will form part of the schedule of payments with the
purchase price. The profit on sale of assets as shown as an exceptional item in
the consolidated condensed statement of income is $247,000 after deducting the
amount invested. Payment for the Studio will be in regular installments to
August 15, 1999 although Prima received $235,000 by the beginning of April 1998.
The installments bear interest at 8% per annum.
Following the acquisitions in fiscal year ended June 30, 1996, the Registrant
concentrated on improving the performance of its subsidiaries to consolidate its
position without further acquisitions. As demonstrated by the financial results
explained for the fiscal quarters and fiscal six months ended September 30, 1996
and 1997 respectively, the improvement has not yet yielded the results required
by the Registrant. However, the success so far achieved is encouraging, and the
Registrant is continuing to review all of its operations, keep capital
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<PAGE> 8
expenditure to a minimum, and search for ways of improving the performance of
each subsidiary. This process is expected to be continuous and includes the
requirement of each subsidiary to continue 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 December 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 October 1, 1997, the Registrant sold 188,679 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 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 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 SIX MONTHS ENDED DECEMBER
31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 80
<SECURITIES> 20
<RECEIVABLES> 726
<ALLOWANCES> 58
<INVENTORY> 12
<CURRENT-ASSETS> 838
<PP&E> 59
<DEPRECIATION> 8
<TOTAL-ASSETS> 1,722
<CURRENT-LIABILITIES> 1,671
<BONDS> 0
0
0
<COMMON> 533
<OTHER-SE> (482)
<TOTAL-LIABILITY-AND-EQUITY> 1,722
<SALES> 366
<TOTAL-REVENUES> 1,092
<CGS> 291
<TOTAL-COSTS> 239
<OTHER-EXPENSES> 802
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> (280)
<INCOME-TAX> 0
<INCOME-CONTINUING> (279)
<DISCONTINUED> 0
<EXTRAORDINARY> 286
<CHANGES> 0
<NET-INCOME> 6
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
