<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 September 30, 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.
----------------------------------------------------
(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) 807-6994
--------------------------
(Issuer's telephone number)
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(Former name, former address and former fiscal year,
if changed since last report)
The number of shares outstanding of the issuer's Common Stock, $.04
par value per share, as of September 30, 1998, is 13,373,257.
Transitional Small Business Disclosure Format (check one);
YES NO X
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED FINANCIAL INFORMATION
J R CONSULTING, INC.
CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
09/30/98 06/30/98
UNAUDITED) (AUDITED)
------------------------
$'000 $'000
----- -----
<S> <C> <C>
ASSETS
Current assets
Cash 4 41
Accounts receivable 719 659
Inventories 5 6
Other current assets 293 291
------- ------
Total current assets 1,021 997
Property plant and equipment, net of accumulated
depreciation of $70,000 and $58,000 at
09/30/98 and 06/30/98, respectively 348 323
Other assets
Goodwill and patents 778 794
Other assets 40 34
------- ------
Total other assets 818 828
Total assets 2,187 2,148
======= ======
LIABILITIES
Current liabilities
Overdraft 199 51
Accounts payable 749 542
Accrued liabilities 374 459
Other current liabilities 1,233 960
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Total current liabilities 2,555 2,012
Other liabilities
Debt payable after 12 months -- 279
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Total liabilities 2,555 2,291
SHAREHOLDERS' EQUITY
Common stock 535 535
Less 5,187,598 shares issued at discount below par value (154) (154)
Paid in capital in excess of par value 3,276 3,276
Retained earnings (3,973) (3,750)
Unrealized loss on marketable securities (56) (56)
Translation adjustment 4 6
------- ------
Total shareholders' equity (368) (143)
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2,187 2,148
======= ======
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements
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<PAGE> 3
CONSOLIDATED FINANCIAL INFORMATION
J R CONSULTING, INC.
CONSOLIDATED CONDENSED STATEMENT OF INCOME
<TABLE>
<CAPTION>
3 MONTHS ENDED
(UNAUDITED) (UNAUDITED)
09/30/98 09/30/97
----------- -----------
$'000 $'000
----- -----
<S> <C> <C>
Sales 436 521
Cost of sales 39 139
---------- ----------
Gross margin 397 382
SG&A expenses 604 534
Amortisation of goodwill & patents 15 15
---------- ----------
Operating profit (loss) (222) (167)
Interest expense 1 1
---------- ----------
Pre-tax profit (loss) (223) (168)
Income tax expenses -- --
---------- ----------
Net income (loss) (223) (168)
========== ==========
Weighted average number of
common shares outstanding 13,373,257 11,211,622
Net loss per share of common stock $(0.02) $(0.01)
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements
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<PAGE> 4
CONSOLIDATED FINANCIAL INFORMATION
J R CONSULTING, INC.
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
(UNUADITED) (UNAUDITED)
3 MONTHS ENDED 3 MONTHS ENDED
09/30/98 09/30/97
-----------------------------------
$'000 $'000
----- -----
<C> <C>
Operating activities
Net income (loss) (223) (168)
Depreciation & amortisation 33 21
Decrease in inventory 1 (54)
Change in other net operating assets 62 (114)
Other 138 60
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Net cash provided by (used in)
operating activities 11 (255)
Investing activities
Capital expenditures (48) (7)
---------- ---------
Net cash provided by (used in)
investing activities (48) (7)
Financing activities
Proceeds from loans to be converted to stock -- 263
---------- ---------
Net cash provided by (used in)
financing activities -- 263
---------- ---------
Increase in cash (37) 1
Cash at July 1 41 20
Cash at September 30 4 21
</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 three months ended September 30, 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 September 30, 1998, is at the
mid-market rate of(pound)1 to $1.6995, and for the three months then ended, at
an average rate of(pound)1 to $1.6534.
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<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The gross margin for the Issuer for the quarter ended September 30, 1998, has
improved from the corresponding period in the previous fiscal year ($397,000
compared with $382,000). The operating loss is significantly higher for the
quarter ended September 30, 1998, compared with the operating loss for the
corresponding period in the previous fiscal year ($222,000 compared with
$167,000). However such a direct comparison is not indicative of the
performance of the Issuer because Que Management, Inc. ("Que") was not in
existence during the quarter ended September 30, 1997.
The performance of Benatone Limited ("Benatone") in the quarter ended September
30, 1998, showed a significant improvement from the corresponding period in the
previous year (a loss of $47,000 compared with $60,000). This "improvement" may
be misleading. Benatone suffered very badly from the decline in economic
activity in the UK compounded by competition from cheap imports from the less
developed countries. This is reflected in the sales figures that show a
significant decline from the corresponding period in the previous year ($51,000
compared with $172,000). Although the cost of sales has declined to a similar
extent ($39,000 compared with $139,000), continued efforts to control
unnecessary expenditure allowed Benatone to show an improved overall
performance. This is well demonstrated by a reduction of SG&A expenses from
$93,000 in the quarter ended September 30, 1997, to $58,000 in the quarter
ended September 30, 1998. Management is addressing the problems of Benatone
which were compounded by the instruction of the authorities to reject all
electrical components containing a fuse manufactured by the manufacturer of the
Simplug during the second quarter ended December 31, 1998. This restriction was
lifted early in the following quarter because the perceived problems were
proven to be without foundation (as they were in the quarter ended December 31,
1997). However the damage was nonetheless done; Benatone was unable to sell any
plugs during the peak in the annual cycle. Furthermore, the outlook for the UK
economy has not improved in this sector and Benatone has been unable to
significantly reduce the cost of manufacturing its product to allow it to be
more competitive and achieve greater gross margins. Thus while the industry is
in the low part of its annual cycle, management decided to cease operations
until the new plug now approved by the British Standards Institution is
available in commercial quantities, a manufacturer at a significantly lower
cost can be found and the market improves. There can be no guarantee that these
conditions will be met in the future.
The performance of Prima Eastwest Model Management, Inc. ("Prima") in the
quarter ended September 30, 1998, showed a significant improvement from the
corresponding period in the previous year (a net profit of $13,000 compared
with a net loss of $72,000). However if the operating profit figures are
compared, Prima showed a greater improvement on the corresponding period in the
previous year (a profit of $22,000 compared with a loss of $72,000). The
difference between the net profit and operating profit is entirely due to
interest charged to Prima for the loans it has from the Issuer that amounted to
nearly half of the operating profit. Interest had not previously been charged.
The sales declined from $348,000 in the quarter ended September 30, 1997 to
$224,000 in the quarter ended September 30, 1998. This was primarily as a
result of losing the head of the male model booking division earlier in 1998.
The level of booking in that division is in the process of recovering to former
levels. The decline in sales was more than offset by the lower SG&A expenses.
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<PAGE> 7
These expenses declined from $409,000 in the quarter ended September 30, 1997
to $189,000 in the quarter ended September 30, 1998. Although these low
expenses are partly due to the reduced requirement for oversight of the
operations by the management of the Issuer and Prima intends to continue to
improve its efficiency, Prima also intends to expand its business and this is
expected to result in an increase in future costs of operations. These expenses
will continually be monitored to prevent any undue increases.
Having only started on January 5, 1998 and having no established market, Que has
had to generate its sales from no base other than the experience of the
management and booking staff and its association with Prima. The management of
the Issuer forecasted that Que would not be profitable immediately. Providing
targets were achieved, the Issuer forecasted that Que would become profitable if
it could attract and become the agent for a large number of models in demand by
the fashion industry because it operates in New York, the heart of the modeling
industry. By working with Prima, combined with the efforts of Que's two
experienced managers and their support staff, Que has continued to expand its
sales and is ahead of management's forecasts. In the quarter ended September 30,
1998, Que had sales of $161,000 and SG&A expenses of $268,000. The operating
loss was $107,000. A further charge of $2,000 was made to the operating loss for
interest on loans from the Issuer to give a net loss for the quarter ended
September 30, 1998 of $109,000.
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<PAGE> 8
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - None
Item 2. CHANGES IN SECURITIES - None
Item 3. DEFAULTS UPON SENIOR SECURITIES - None
Item 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None
Item 5. OTHER INFORMATION - None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits - None
Reports on Form 8-K - On September 9, 1998, the Issuer filed a
Current Report, on Form 8-K, dated September 4, 1998, with
respect to a change in the Issuer's certifying accountants.
This Current Report was amended by a Form 8-K/A filed
September 24, 1998, and another Form 8-K/A filed September 29,
1998.
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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: August 5, 1999 By: /s/ Peter Zachariou
-------------------------------
Peter Zachariou, President
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 4
<SECURITIES> 0
<RECEIVABLES> 719
<ALLOWANCES> 100
<INVENTORY> 5
<CURRENT-ASSETS> 1,021
<PP&E> 348
<DEPRECIATION> 70
<TOTAL-ASSETS> 2,187
<CURRENT-LIABILITIES> 2,555
<BONDS> 0
0
0
<COMMON> 535
<OTHER-SE> (903)
<TOTAL-LIABILITY-AND-EQUITY> 2,187
<SALES> 51
<TOTAL-REVENUES> 436
<CGS> 39
<TOTAL-COSTS> 45
<OTHER-EXPENSES> 559
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> (223)
<INCOME-TAX> 0
<INCOME-CONTINUING> (223)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (223)
<EPS-BASIC> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
