SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended: December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_________________to________________
Commission file number 0-13215
JNS MARKETING, INC.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-0940146
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1050 17th Street, Suite 1700, Denver, Colorado 80265
----------------------------------------------------
(Address of principal executive offices)
(303) 292-3883
(Issuer's telephone number)
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(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 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
----- -----
As of December 31, 1997, 25,182,245 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes No X
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<PAGE>
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
- -----------------------------
For financial information, please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.
The financial statements have been prepared by JNS Marketing, Inc. without
audit pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted as allowed by such rules and
regulations, and management believes that the disclosures are adequate to make
the information presented not misleading. These financial statements include all
of the adjustments which, in the opinion of management, are necessary to a fair
presentation of financial position and results of operations. All such
adjustments are of a normal and recurring nature. These financial statements
should be read in conjunction with the audited financial statements at September
30, 1997, included in the Company's Form 10-KSB.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- ------------------------------------------------------------------
(a) Plan of Operation. JNS Marketing, Inc. (the "Company") intends to seek
to acquire assets or shares of an entity actively engaged in business which
generates revenues, in exchange for its securities. The Company has no
particular acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. As of the date of this report, the Company has no
plans, arrangements, understandings or commitments with respect to any potential
merger or acquisition, nor is the Company engaged in negotiations with respect
to such matter.
If required to so do under relevant law, management of the Company will
seek shareholder approval of a proposed merger or acquisition via a Proxy
Statement. However, such approval would be assured where management supports
such a business transaction because management presently controls sufficient
shares of the Company to effectuate a positive vote on the proposed transaction.
Further, a prospective transaction may be structured so that shareholder
approval is not required, and such a transaction may be effectuated by the Board
of Directors without shareholder approval. While any disclosure which may be
provided to shareholders may include audited financial statements of such a
target entity, there is no assurance that such audited financial statements will
be available. The Board of Directors does intend to obtain certain assurances of
value of the target entity assets prior to consummating such a transaction, with
further assurances that an audited statement would be provided within 60 days
after closing of such a transaction. Closing documents relative thereto will
include representations that the value of the assets conveyed to or otherwise so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.
(b) Liquidity and Capital Resources. At December 31, 1997, the Company had
no material cash or other assets with which to conduct operations. There can be
no assurance that the Company will be able to complete its business plan and to
exploit fully any business opportunity that management may be able to locate on
behalf of the Company. Due to the lack of a specified business opportunity, the
Company is unable to predict the period for which it can conduct operations.
Accordingly, the Company will need to seek additional financing through loans,
the sale and issuance of additional debt and/or equity securities, or other
financing arrangements. Management of the Company and its counsel have advised
that they will pay certain costs and expenses of the Company from their personal
funds as interest free loans in order to facilitate development of the Company's
business plan. Management believes that the Company has inadequate working
capital to pursue any operations at this time; however, loans to the Company
from management and its counsel may facilitate development of the business plan.
For the foreseeable future, the Company through its management and counsel
intend to pursue acquisitions as a means to develop the Company. The Company
does not intend to pay dividends in the foreseeable future. As of the end of the
reporting period, the Company had no material cash or cash equivalents. There
was no significant change in working capital during this quarter.
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<PAGE>
JNS MARKETING, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
December 31, September 30,
1997 1997
--------- ---------
(unaudited) (audited)
CURRENT ASSETS:
Cash $ 3,323 $ 2,138
--------- ---------
Total current assets 3,323 2,138
--------- ---------
Total assets $ 3,323 $ 2,138
========= =========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Accounts Payable - shareholders $ 4,500 $ --
--------- ---------
Total current liabilities $ 4,500 $ --
--------- ---------
Shareholders Equity:
Common stock, no par value, 50,000,000
authorized, 25,182,245 shares issued
and outstanding at December 31, 1997
and September 30, 1997 $ 932,372 $ 932,372
--------- ---------
Accumulated deficit during development stage (933,549) (930,234)
--------- ---------
Total stockholders equity (deficit) (1,177) 2,138
--------- ---------
Total liabilities and shareholders equity $ 3,323 $ 2,138
========= =========
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<PAGE>
JNS MARKETING, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Inception
Three months ended (July 15, 1983) to
December 31, 1997 December 31, 1997
----------------- -----------------
(unaudited) (unaudited)
Operating Revenue $ -- $ 24,175
------------ ------------
Costs and Expenses:
Sales and marketing 60,432
General and administrative 3,315 497,781
Depreciation and amortization 98,818
------------ ------------
3,315 657,031
------------ ------------
Loss from operations (3,315) (632,856)
------------ ------------
Other income (expense):
Debt forgiveness -- 110,791
Other Income -- 9,211
Interest income -- 166,403
Interest expense -- (68,108)
Other expense -- (1,807)
Abandonment of interest in
limited partnership -- (18,600)
Refunds -- (2,000)
Bad debts -- (20,000)
Loss on Tri-Party purchase and sale -- (50,000)
Loss due to decline in value of
investments -- (426,583)
-- (300,693)
Income (loss) before provision for
income tax benefit (3,315) (933,549)
Provision for income tax -- --
Net Income (loss) (3,315) (933,549)
============ ============
Net income (loss) per common share $ -- $ 104
============ ============
Weighted average number of
shares outstanding $ 25,182,245 $ 8,988,028
============ ============
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<PAGE>
<TABLE>
<CAPTION>
JNS MARKETING, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Three months ended Twelve months ended
December 31, 1997 September 30, 1997
----------------- ------------------
(unaudited) (audited)
Cash flows from operating activities
<S> <C> <C>
Net Income (loss) $ (3,315) $ (2,092)
Change in assets and liabilities:
Increase (decrease) in accounts payable 4,500 (15,905)
-------- --------
Net cash used by operating activities 1,185 (17,997)
-------- --------
Cash flows from financing activities:
Proceeds received from issuance of stock -- 70,000
Payments on cancellation on stock redemption -- (49,865)
Net cash provided by financing activities -- 20,135
-------- --------
Net increase in cash 1,185 2,138
Cash, beginning of period $ 2,138 $ --
-------- --------
Cash, end of period $ 3,323 $ 2,138
======== ========
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
JNS MARKETING, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
Deficit
Accumulated
During the
No Par Development
Shares Value Stage Total
------ ----- ----- -----
<S> <C> <C> <C> <C>
Issuance of common stock for cash at $.007
per share 1,500,000 $ 10,000 $ -- $ 10,000
Net loss for the period ended September 30, 1984 (96,110) (96,110)
---------- ---------- ---------- ----------
Balance at September 30, 1984 1,500,000 $ 10,000 $ (96,110) $ (86,110)
Issuance of common stock for cash from
Public Offering at $1.00 per share 283,320 $ 283,320 $ -- $ 283,320
Deferred offering costs (72,133) (72,133)
Issuance of common stock for purchases
of partnership interest at $2.916 per share 6,000 17,500 -- 17,500
Issuance of common stock pursuant to
Tri-Party agreement at $3.00 per share 200,000 600,000 -- 600,000
Issuance of common stock in principal
reduction of note payable at $1.20 per share 16,666 20,000 -- 20,000
Net loss for the period ended September 30, 1985 -- -- (238,550) $ (238,550)
---------- ---------- ---------- ----------
Balance at September 30, 1985 2,005,986 $ 858,687 $ (334,660) $ 524,027
Issuance of common stock for services at $.36
per share 25,000 $ 9,000 $ -- $ 9,000
Issuance of common stock for purchase of inventory
at $3.00 per share 25,000 75,000 -- 75,000
Net loss for the period ended September 30, 1986 -- -- (71,792) (71,792)
---------- ---------- ---------- ----------
Balance at September 30, 1986 2,055,966 $ 942,687 $ (406,452) $ 536,235
Cancellation of common stock issuance (25,000) $ (75,000) $ -- $ 75,000
Net loss for the period ended September 30, 1987 -- -- (90,820) (90,820)
---------- ---------- ---------- ----------
Balance at September 30, 1987 2,030,966 $ 867,687 $ (497,272) $ 370,415
Issuance of additional common stock pursuant
to prior agreements 172,666 $ -- $ -- $ --
Issuance of common stock for services at $.25
per share 40,000 10,000 -- 10,000
Net loss for the year ended September 30, 1988 -- -- (391,533) (391,533)
---------- ---------- ---------- ----------
Balance at September 30, 1988 2,243,652 $ 877,887 $ (888,805) $ (11,118)
Net loss for the year ended September 1989 -- $ -- $ (28,287) $ (28,287)
---------- ---------- ---------- ----------
Balance at September 30, 1989 2,243,652 $ 877,687 $ (917,092) $ (39,405)
Net loss for the year ended September 1990 -- $ -- $ (865) $ (865)
---------- ---------- ---------- ----------
Balance at September 30, 1990 2,243,652 $ 877,687 $ (917,957) $ (40,270)
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<PAGE>
JNS MARKETING, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
(Continued)
Deficit
Accumulated
During the
No Par Development
Shares Value Stage Total
------ ----- ----- -----
Net loss for the year ended September 1991 -- $ -- $ (779) (779)
----------- ----------- ----------- -----------
Balance at September 30, 1991 2,243,652 $ 877,687 $ (918,736) $ (41,049)
Net loss for the year ended September 1992 -- $ -- $ (675) $ (675)
----------- ----------- ----------- -----------
Balance at September 30, 1992 2,243,652 $ 877,687 $ (918,411) $ (41,724)
Net loss for the year ended September 1993 -- $ -- $ 15,551 $ 15,551
----------- ----------- ----------- -----------
Balance at September 30, 1993 2,243,652 $ 877,687 $ (903,860) $ (26,173)
Issuance of common stock 22,938,593 $ 34,550 $ -- $ 34,550
Net loss for the year ended September 1994 -- -- (15,734) (15,734)
----------- ----------- ----------- -----------
Balance at September 30, 1994 25,182,245 $ 912,237 $ (919,594) $ (7,357)
Net loss for the year ended September 1995 -- $ -- $ (6,774) $ (6,774)
----------- ----------- ----------- -----------
Balance at September 30, 1995 25,182,245 $ 912,237 $ (926,368) $ (14,131)
Net loss for the year ended September 1996 -- $ -- $ (1,774) $ (1,774)
----------- ----------- ----------- -----------
Balance at September 30, 1996 25,182,245 $ 912,237 $ (926,142) $ (15,905)
Redemption and cancellation of common stock
pursuant to recission agreement (22,938,593) $ (49,865) $ -- $ (49,865)
Issuance of common stock 22,938,593 70,000 -- 70,000
Net loss for the year ended September 1997 -- -- (2,092) (2,092)
----------- ----------- ----------- -----------
Balance at September 30, 1997 25,182,245 $ 932,372 $ (930,234) $ 2,138
Net loss for the three months ended
December 1997 -- $ -- $ (3,315) $ (3,315)
----------- ----------- ----------- -----------
Balance at December 30, 1997 25,182,245 $ 932,372 $ (933,549) $ (1,177)
=========== =========== =========== ===========
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</TABLE>
<PAGE>
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
- --------------------------
There are no pending legal proceedings, and the Company is not aware of any
threatened legal proceedings, to which the Company is a party or to which its
property is subject.
Item 2. Changes in Securities.
- ------------------------------
(a) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.
(b) None of the rights evidenced by any class of the Company's registered
securities have been materially limited or qualified by the issuance or
modification of any other class of the Company's securities.
Item 3. Defaults Upon Senior Securities.
- ----------------------------------------
(Not applicable.)
Item 4. Submission of Matters to a Vote of Security Holders.
- ------------------------------------------------------------
(Not applicable.)
Item 5. Other Information.
- --------------------------
(Not applicable.)
Item 6. Exhibits and Reports on Form 8-K.
- -----------------------------------------
(a) Exhibits
No exhibits as set forth in Regulation SB, are considered necessary for
this filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this report
is filed.
-8-
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JNS MARKETING, INC.
Date: May 8, 1998 /s/ David J. Gregarek
------------------------------------
David J. Gregarek, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE
UNAUDITED FINANCIAL STATEMENTS AT AND FOR THE THREE MONTHS ENDED DECEMBER 31,
1997 OF JNS MARKETING, INC.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 3,323
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,323
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,323
<CURRENT-LIABILITIES> 4,500
<BONDS> 0
0
0
<COMMON> 932,372
<OTHER-SE> (933,549)
<TOTAL-LIABILITY-AND-EQUITY> 3,323
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 3,315
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,315)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,315)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
