U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934 for the Quarterly
period ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 for the transition
period from _______ to _______.
Commission File No. 2-78335-NY
PROVIDENTIAL HOLDINGS, INC.
- -----------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada, U.S.A. 13-3121128
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
8700 Warner Avenue, Fountain Valley, California 92708
(Address of principal executive offices)
(714) 596-0244
(Issuer's telephone number)
JR CONSULTING, INC.
180 Varick Street, 13th floor, New York, New York 10014
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act 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 [ ]
As of February 15, 1999: 26,690,629 shares of Common Stock,
$0.001 par value, were issued and outstanding.
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
<PAGE>
TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT
Part I. Financial Information
- -------
Item 1. Financial Statements (unaudited)
Item 2. Managements Discussion and Analysis or Plan of
Operation
Part II. Other Information
- --------
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security holders
Item 5. Other Information
Item 6. Exhibits and reports on form 8-K
SIGNATURES
<PAGE>
PART I
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
Consolidated Financial Information
Providential Holdings, Inc.
Consolidated Condensed Balance Sheet
<S> <C> <C>
12/31/99 6/30/99
(unaudited) (audited)
-------- --------
Assets $'000 $'000
Current assets
Cash 1 1
Accounts receivable 1,275 1,202
Other current assets 127 152
-------- --------
Total current assets 1,403 1,355
Property, plant and equipment, net of accumulated
depreciation of $141,000 and $97,000 at
December 31, 1999 and June 30, 1999,
respectively 352 349
Other assets
Goodwill 535 559
Other assets 39 43
-------- --------
Total other assets 574 602
Total Assets 2,329 2,306
======== ========
Liabilities
Current liabilities
Overdraft 189 183
Accounts payable 697 793
Accrued liabilities 417 335
Other current liabilities 1,409 1,280
-------- --------
Total current liabilities 2,712 2,591
Other liabilities
Debt payable after 12 months 528 520
-------- --------
Total Liabilities 3,240 3,111
Preferred Stock of Subsidiary 1,150 1,150
Stockholders' Equity
Common stock 535 535
less 5,187,598 issued at discount
below par value (154) (154)
Paid in capital in excess of par value 2,857 2,857
Retained earnings (5,299) (5,260)
Comprehensive income -- 67
-------- --------
Total Stockholders' Equity (2,061) (1,955)
-------- --------
Total Liabilities and
Stockholders' Equity (2,329) (2,306)
======== ========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Consolidated Financial Information
Providential Holdings, Inc.
Consolidated Condensed Statement of Income
<S> <C> <C> <C> <C>
Three Months Ended Six Months Ended
12/31/99 12/31/98 12/31/99 12/31/98
---------- ---------- ---------- ----------
(unaudited) (unaudited) (unaudited) (unaudited)
$'000 $'000 $'000 $'000
Revenue 561 386 1,152 771
SG&A expenses 605 578 1,233 1,123
Amortization of goodwill
and patents 12 12 24 24
Interest expense -- -- 1 --
Other expense -- 3 -- 4
---------- ---------- ---------- ----------
Total Expense (617) 593 1,258 1,151
Loss from Continuing Operations (56) (207) (106) (380)
Loss from Discontinued Operations -- (48) -- (98)
---------- ---------- ---------- ----------
Pre-Tax Profit (Loss) (56) (255) (106) (478)
Income tax expense -- -- -- --
---------- ---------- ---------- ----------
Net Loss (56) (255) (106) (478)
========== ========== ========== ==========
Weighted average number of
common shares outstanding 13,373,257 13,373,257 13,373,257 13,373,257
Net loss per share of
common stock ($0.00) ($0.02) ($0.01) ($0.04)
The accompanying notes are an integral part of consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
Consolidated Financial Information
Providential Holdings, Inc.
Consolidated Condensed Statement of Cash Flows
<S> <C> <C>
12/31/99 12/31/98
(unaudited) (unaudited)
-------- --------
$'000 $'000
Operating activities
Net loss (106) (478)
Depreciation and amortization 68 67
Decrease in inventory -- 3
Increase in other net operating assets 67 87
Other 18 371
-------- --------
Net cash provided by (used in)
operating activities 47 50
Investing activities
Capital expenditures (47) (90)
-------- --------
Net cash provided by (used in)
investing activities (47) (90)
Financing activities
Proceeds from loans converted to stock -- --
-------- --------
Net cash provided by (used in)
financing activities -- --
-------- --------
Increase in cash -- (40)
Cash at July 1 1 41
Cash at December 31 1 1
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
<PAGE>
Providential Holdings, 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
December 31, 1999.
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
In January 2000, the Company (which was formerly known as JR
Consulting, Inc.) consummated a corporate combination with
Providential Securities, Inc., a California corporation
("Providential"), pursuant to which the Company acquired all of
the issued and outstanding shares of Providential in exchange for
40,000,000 shares of the Company. Thus, Providential became a
wholly owned subsidiary of the Company and the Company changed
its name to Providential Holdings, Inc. In connection with this
transaction, the Company also effected a one-for-two reverse
stock split. In addition, as part of this transaction, the
parties agreed that the Company would sell for fair market value
all of the issued and outstanding shares and the option to
purchase additional shares of Diva Entertainment, Inc., the
Company's subsidiary which owns and operates two modeling
agencies. The consummation of the sale of the Diva securities
has not occurred but is expected to occur within the next 60
days.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
Background
Currently, the Company offers a wide spectrum of securities
investment products and services to individual and institutional
investors. The Company buys and sells securities for its
customers through a number of different markets and provides
real-time online investing and trading for both Level I and Level
II through its website at http://www.providentialonline.com. The
Company has also instituted a day-trading department which
enables it to cater to its clientele that are more active in the
day-trading activity.
In January 2000, the Company (which was formerly known as JR
Consulting, Inc.) consummated a corporate combination with
Providential Securities, Inc., a California corporation
("Providential"), pursuant to which the Company acquired all of
the issued and outstanding shares of Providential in exchange for
40,000,000 shares of the Company. Thus, Providential became a
wholly owned subsidiary of the Company and the Company changed
its name to Providential Holdings, Inc. In connection with this
transaction, the Company also effected a one-for-two reverse
stock split. In addition, as part of this transaction, the
parties agreed that the Company would sell for fair market value
all of the issued and outstanding shares and the option to
purchase additional shares of Diva Entertainment, Inc., the
Company's subsidiary which owns and operates two modeling
agencies. The consummation of the sale of the Diva securities
has not occurred but is expected to occur within the next 60 days
Thus, the Company currently, through its wholly-owned
subsidiary, operates a registered broker-dealer and has agreed to
sell its subsidiaries which own and operate modeling agencies.
However, the financial statements included herein describe the
modeling agencies and are, consequently, not indicative of the
Company's future operations.
The revenue for JR Consulting, Inc. (the "Company")
increased by $175,000 from $386,000 for the fiscal quarter ended
December 31, 1998 to $561,000 for the quarter ended December 31,
1999. This is an improvement of 45%. As a result, the revenue
increased by 50% from $771,000 for the six months ended December
31, 1998, to $1,152,000 for the six months ended December 31,
1999.
The SG&A expenses of the Company only increased by 5% from
$578,000 for the quarter ended December 31, 1998 to $605,000 for
the quarter ended December 31, 1999. As a result the SG&A
expenses only increased by 10% for the six months ended December
31, 1999 compared with the corresponding period in the previous
year ($1,123,000 compared with $1,233,000).
Therefore the net loss for the fiscal quarter ended December
31, 1999 is much lower than the net loss for the corresponding
period in the previous year ($56,000 compared with $255,000).
For the fiscal six months ended December 31, 1999, the Company
had a net loss of $106,000 that contrasts with the operating loss
of $478,000 for the corresponding period in the previous year.
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 MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
On August 9, 1999, the Company filed a Current Report on
Form 8-K regarding a corporate reorganization effective April 1,
1999.
On September 28, 1999, the Company filed a Current Report on
Form 8-K dated June 1, 1999, regarding a change in the Company's
fiscal year end and the appointment of accountants.
On February 22, 2000, the Company filed a Current Report on
Form 8-K regarding a change in control and the acquisition of
Providential Securities, Inc. as a wholly-owned subsidiary.
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.
PROVIDENTIAL HOLDINGS, INC.
Date: February 18, 2000 /s/ Henry Fahman
Henry Fahman,
President and Chairman
Date: February 18, 2000 /s/ Tina Phan
Tina Phan,
Secretary and Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 1000
<SECURITIES> 0
<RECEIVABLES> 1275000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1403000
<PP&E> 493000
<DEPRECIATION> 141000
<TOTAL-ASSETS> 2329000
<CURRENT-LIABILITIES> 2712000
<BONDS> 0
0
0
<COMMON> 535000
<OTHER-SE> 2857000
<TOTAL-LIABILITY-AND-EQUITY> (2329000)
<SALES> 0
<TOTAL-REVENUES> 1152000
<CGS> 0
<TOTAL-COSTS> (1258000)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (106000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (106000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (106000)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
