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, 1999
[ ] 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.
-------------------
(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)
10200 W. 44th Ave., Suite 400, Wheat Ridge, CO 80033
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(Address of principal executive offices)
(303) 422-8127
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(Issuer's telephone number)
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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___X___ No ____
As of December 31, 1999, 3,724,783 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes _____ No __X__
<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, 1998, included in the Company's Form 10-SB.
Item 2. Management's Discussion and Analysis or Plan of Operation.
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(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, m 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.
2
<PAGE>
(b) Liquidity and Capital Resources. At December 31, 1999 the Company had
no minimal 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.
(c) Year 2000 issues "Year 2000 problems" result primarily from the
inability of some computer software to properly store, recall or use
data after December 31, 1999. The Company is engaged primarily in
organizational and fund raising activities and accordingly, does not
rely on information technology ("IT") systems. Accordingly the Company
does not believe that it will be materially affected by Year 2000
problems. The Company relies on non-IT systems that may suffer from
Year 2000 problems including telephone systems, facsimile and other
office machines. Moreover, the Company relies on third-parties that
may suffer from Year 2000 problems that could affect the Company's
operations including banks and utilities. In light of the Company's
minimal operations, the Company does not believe that such non-IT
systems or third-party Year 2000 problems will affect the Company in a
manner that is different or more substantial than such problems affect
other similarly situated companies. Consequently, the Company does not
currently intend to conduct a readiness assessment of Year 2000
problems or develop a detained contingency plan with respect to Year
2000 problems that may affect the Company or third-parties.
The foregoing is a "Year 2000 Readiness Disclosure" within the meaning
of the Year 2000 Information and Readiness Disclosure Act of 1998.
3
<PAGE>
Financial Statements
--------------------
JNS MARKETING. INC.
-------------------
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Unaudited)
ASSETS
December 31,
1999
----
CURRENT ASSETS:
Cash $ 871
---------
Total current assets 871
---------
Total assets $ 871
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable, trade $ 0
Payable to shareholders 0
---------
Total current liabilities 0
---------
SHAREHOLDERS' DEFICIT:
Common stock, 50,000,000 shares authorized,
No par value; 3,724,783 shares issued and
outstanding 952,727
Deficit accumulated during development stage (951,856)
---------
Total shareholders' equity 871
---------
$ 871
=========
See accompanying notes to these fnancial statements
4
<PAGE>
JNS MARKETING, INC.
-------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
December 31
1999 1998
---- ----
Operating revenue $0 $ --
Operating expenses 0 131
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0 131
Other income and expense:
Interest income 0 --
Interest expense 0 --
Other 0 --
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0 --
-------- ---------
(Loss) before income taxes 0 (130)
Provision for income taxes 0 --
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Net (loss) 0 $ (130)
======== =========
Per share information:
Basic and diluted (loss) per common
Share 0 $ (.0)
======== =========
Weighted average shares outstanding 3,724,783 3,724,783*
======== =========
* Adjusted for dividend
See accompanying notes to these financial statements
5
<PAGE>
JNS MARKETING INC.
------------------
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
September 30,
1999 1998
---- ----
Net income (loss) $0 $ (130)
Transactions not requiring cash:
Depreciation and amortization
Stock issued for services inventory
Forgiveness of indebtedness
Loss on investments
Bad debts
Abandonment of partnership interest
Change in assets and liabilities:
Increase (decrease) in accounts
Payable $0 130
-------- ---------
Total adjustments 0 130
Net cash provided by (used in)
operating activities 0 --
-------- ---------
Cash flows from financing activities:
Proceeds from notes payable
Advances from shareholders
Accounts payable
Repayment of notes payable
Common stock sold for cash
Payment for cancellation of stock 0 --
-------- ---------
Net cash provided by (used in)
financing activities 0 --
-------- ---------
Increase (decrease) in cash 0 --
-------- ---------
Cash and cash equivalents at
beginning of period 871 3,245
-------- ---------
Cash and cash equivalents at
end of period $871 $ 3,245
======== =========
See accompanying notes to these financial statements
6
<PAGE>
JNS MARKETING INC.
------------------
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
In the opinion of management, all adjustments, consisting of normal recurring
accruals, have been made that are necessary for a fair presentation of the
financial position of the Company at December 31, 1999 and the results of
operations and cash flows for the three month periods ended December 31, 1999
and 1998 . Quarterly results are not necessarily indicative of the expected
annual results. For a more complete understanding of the Company's operations
and financial position, reference is made to the financial statements of the
Company and related notes thereto, filed with the Company's annual report on
Form 10-KSB for the year ended September 30, 1999, previously filed with the
U.S. Securities and Exchange Commission. Common Stock. On March 3, 1999 the
Company effected a reverse split of 100 to one and the financial statements are
adjusted to reflect the change retroactively. On November 15, 1999 the Board of
Directors approved and effected a dividend of fourteen shares for each share
issued and outstanding.
2. Common Stock
On March 3, 1999, the Company effected a reverse split of 100 to one and the
financial statements are adjusted to reflect the change retroactively. On
November 15, 1999, the company effected a dividend of fourteen shares for each
share issued and outstanding
7
<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.
(c) On November 15, 1999, the company effected a dividend of fourteen
shares for each share issued and outstanding.
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,-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, "hereunto duly authorized.
JNS MARKETING, INC.
/s/ Walter Galdenzi
Date: March 22, 1999 ---------------------------------------
Walter Galdenzi, President
9
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 871
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 871
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 871
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 952,727
<OTHER-SE> (951,856)
<TOTAL-LIABILITY-AND-EQUITY> 871
<SALES> 0
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<TOTAL-COSTS> 0
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<INCOME-PRETAX> 0
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<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
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