JANEX INTERNATIONAL INC
10QSB, 1999-11-15
GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES)
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark one)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

     For the transition period from: Not applicable

                           Commission File No. 0-17927


                            JANEX INTERNATIONAL, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)


          COLORADO                                               84-1034251
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                         2999 N. 44TH STREET, SUITE 225
                           PHOENIX, ARIZONA 85018-7247
                    (Address of Principal Executive Offices)


                                 (602) 808-8765
                (Issuer's Telephone Number, Including Area Code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  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 November 1, 1999, the issuer had 18,098,750 shares of its common stock, no
par value, issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                            JANEX INTERNATIONAL, INC.

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          NUMBER
                                                                          ------
PART I

ITEM 1    CONSOLIDATED FINANCIAL STATEMENTS:

               Balance Sheets as of September 30, 1999 (unaudited)
               and December 31, 1998                                           3

               Statements of Operations (unaudited) for the three
               months and nine months ended  September 30,
               1999 and 1998                                                   4

               Statements of Cash Flows (unaudited) for the nine months
               ended September 30, 1999 and 1998                               5

               Notes to Consolidated Financial Statements (unaudited)        6-9


ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        10-13

PART II   OTHER INFORMATION

ITEM 5    OTHER INFORMATION                                                   14

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                                    14

          SIGNATURE                                                           15

                                       -2-
<PAGE>
                   JANEX INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                                                   (Unaudited)
                                                    December 31,   September 30,
                                                       1998            1999
                                                    ------------   ------------
ASSETS
Current assets:
  Cash and cash equivalents                         $     62,412   $     17,764
  Accounts receivable, net of allowance of
    $26,000 and $25,955 at December 31, 1998
    and September 30, 1999, respectively                 162,710        200,234
  Inventories                                            131,098         19,152
  Prepaid royalties                                       59,934         80,576
  Other current assets                                    25,257          8,401
                                                    ------------   ------------
Total current assets                                     441,411        326,127
Property and equipment, net                              258,103        138,289
Intangible assets, net                                   405,625        327,064
Other assets                                                  --         15,455
                                                    ------------   ------------
Total assets                                        $  1,105,139   $    806,935
                                                    ============   ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
  Advance from parent                               $    621,080   $  1,697,964
  Accounts payable                                       602,715        358,051
  Accrued expenses                                     1,203,277        954,152
  Note payable - other                                   257,000        256,943
                                                    ------------   ------------
Total current liabilities                              2,684,072      3,267,110
Shareholders' deficit:
  Class A convertible preferred stock,
    no par value:
    Authorized shares - 5,000,000
    Issued and outstanding shares - 5,000,000 at
      December 31, 1998 and September 30, 1999,
      respectively                                       569,022        569,022
  Common stock, no par value:
  Authorized shares - 20,000,000
  Issued and outstanding shares - 18,098,750 at
      December  31, 1998 and September 30, 1999,
      respectively                                    12,803,327     12,803,327
  Additional paid-in capital                             554,517        554,517
  Accumulated deficit                                (15,505,799)   (16,387,041)
                                                    ------------   ------------
Total shareholders' deficit                           (1,578,933)    (2,460,175)
                                                    ------------   ------------
Total liabilities and shareholders' deficit         $  1,105,139   $    806,935
                                                    ============   ============

                             See accompanying notes.

                                       -3-
<PAGE>
                   JANEX INTERNATIONAL, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                For the Three Months Ended       For the Nine Months Ended
                                       September 30,                   September 30,
                               ----------------------------    ----------------------------
                                           1998                            1999
                               ----------------------------    ----------------------------
<S>                            <C>             <C>             <C>             <C>
Net Sales                      $    779,014    $     47,442    $  2,979,639    $    292,377
  Cost of Sales                     495,182          36,973       1,619,705         238,882
  Royalty Expense                   122,425          76,112         344,350         173,503
                               ------------    ------------    ------------    ------------
  Gross margin                      161,407         (65,643)      1,015,584        (120,008)

Operating Expenses:
  Selling, general
  and administrative                288,991         137,874       1,051,891         491,982
  Depreciation and
  amortization                       94,246          95,617         256,509         244,574
                               ------------    ------------    ------------    ------------
Loss from operations               (221,830)       (299,134)       (292,816)       (856,564)
                               ------------    ------------    ------------    ------------
Other income (expense)
  Interest income                        --              --           4,160              --
  Interest expense                  (56,542)         (7,305)       (170,313)        (19,665)
  Other income (expense)             (1,840)          1,362              --            (288)
                               ------------    ------------    ------------    ------------
Total other income (expense)        (58,382)         (5,943)       (166,153)        (19,953)
                               ------------    ------------    ------------    ------------
Loss before income tax             (280,212)       (305,077)       (458,969)       (876,517)
Income tax provision                     --              --          (5,900)         (4,725)
                               ------------    ------------    ------------    ------------
Net Loss                       $   (280,212)   $   (305,077)   $   (464,869)   $   (881,242)
                               ============    ============    ============    ============
Loss per common share          $      (0.03)   $      (0.02)   $      (0.05)   $      (0.05)

Weighted average number of
shares outstanding                9,962,105      18,098,750       9,962,105      18,098,750
                               ============    ============    ============    ============
</TABLE>

                             See accompanying notes.

                                       -4-
<PAGE>
                   JANEX INTERNATIONAL, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                        Nine Months Ended
                                                           September 30,
                                                     --------------------------
                                                        1998           1999
                                                     -----------    -----------
OPERATING ACTIVITIES
Net loss                                             $  (464,869)   $  (881,242)
Adjustments to reconcile net income (loss) to net
  cash Provided by (used in) operating activities:
    Depreciation                                         144,477        139,538
    Amortization                                         112,032        105,036
    Inventory Write-offs                                      --         15,238
    Imputed Interest                                      60,819             --
    Provision (credit) for doubtful accounts              (6,939)           (18)
    Changes in operating assets and liabilities:
      Accounts receivable                               (179,011)       (37,506)
      Inventories                                       (301,171)        96,708
      Prepaid expenses and other                          (7,205)       (19,240)
      Accounts payable                                   365,990       (244,664)
      Accrued expenses and other                         188,924       (249,126)
                                                     -----------    -----------
Net cash used in operating activities                    (86,953)    (1,075,276)

INVESTING ACTIVITIES
Purchase of property and equipment                       (81,575)       (19,723)
Product development costs                                (92,990)       (26,476)
                                                     -----------    -----------
Net cash used in investing activities                   (174,565)       (46,199)

FINANCING ACTIVITIES
Advances from parent                                          --      1,076,884
Net payments on notes payable                             27,811            (57)
Payments on loans payable - agent                        (74,939)            --
Proceeds from issuance of common stock                   250,000             --
                                                     -----------    -----------
Net cash provided by financing activities                202,872      1,076,827
Net decrease in cash and cash equivalents                (58,646)       (44,648)
Cash and cash equivalents at beginning of period         164,672         62,412
                                                     -----------    -----------
Cash and cash equivalents at end of period           $   106,026    $    17,764
                                                     ===========    ===========

                             See accompanying notes.

                                       -5-
<PAGE>
                   JANEX INTERNATIONAL, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                  NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Janex  International,  Inc. and  subsidiaries are in the business of developing,
marketing  and  selling  toys  and  functional  children's  products  which  are
manufactured by subcontractors. Janex sells its products primarily to U.S.-based
retailers and their Hong Kong subsidiaries.

On December 11, 1998,  approximately 79 percent of Janex's outstanding stock was
acquired by Futech Interactive Products,  Inc. ("Futech").  Because the minority
interest  exceeds 20 percent,  Janex did not establish a new basis of accounting
upon the acquisition.

The accompanying  consolidated  financial statements are unaudited,  but, in the
opinion of the management of Janex, contain all adjustments necessary to present
fairly the financial  position at September 30, 1999,  the results of operations
for the nine months ended  September 30, 1999 and 1998,  and the changes in cash
flows for the nine months ended September 30, 1999 and 1998.  These  adjustments
are of a normal recurring nature. The consolidated  balance sheet as of December
31, 1998 is taken from Janex's audited financial statements.

Some of the information and footnote  disclosures normally included in financial
statements  that are prepared in accordance with generally  accepted  accounting
principles,  have been  condensed or omitted under the rules and  regulations of
the Securities  and Exchange  Commission,  however  management of Janex believes
that the disclosures  contained in the financial statements are adequate to make
the information presented not misleading. For further information,  refer to the
consolidated financial statements and notes included in Janex's Annual Report on
Form  10-KSB for the fiscal  year ended  December  31,  1998,  as filed with the
Securities and Exchange Commission.

The  consolidated  financial  statements  include the  accounts of Janex and its
wholly owned subsidiaries.  All intercompany accounts and transactions have been
eliminated  in  consolidation.  All balance  sheet  accounts of Janex's  foreign
subsidiaries  are  translated at the current  exchange rate at the balance sheet
date,  while  income  statement  items are  translated  at the average  currency
exchange rates for each period presented. The resulting translation adjustments,
if significant,  are recorded as comprehensive  income. At December 31, 1998 and
September 30, 1999, the adjustment was not significant.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.

                                       -6-
<PAGE>
Certain  reclassifications  have  been made to the 1998  consolidated  financial
statements to conform to the 1999 presentation.

The financial  statements  have been prepared  assuming Janex will continue as a
going concern. Janex has incurred significant operating losses in the past three
years and has negative net worth and  negative  working  capital as of September
30,  1999.  These  factors  raise  significant  doubt as to  Janex's  ability to
continue as a going concern.

Janex's  ultimate  ability to continue as a going concern  depends on the market
acceptance  of its  products,  and the  achievement  of  operating  profits  and
positive cash flow. Janex will also require additional  financial resources from
its parent or other sources to provide near term  operating cash to enable Janex
to execute its plans to move toward profitability.  Management believes that the
financial  resources  of its new  parent  company,  in  addition  to sales to be
generated from new product lines that are being developed, will be sufficient to
allow Janex to continue in operation.

The results of operations for the nine months ended  September 30, 1999, are not
necessarily  indicative of the results of operations to be expected for the full
fiscal year ending December 31, 1999.

2. SIGNIFICANT ACCOUNTING POLICIES

Janex  has  elected  to follow  Accounting  Principles  Board  Opinion  No.  25,
"Accounting for Stock Issued Employees" (APB 25), and related Interpretations in
accounting for its employee stock options.  Under APB 25, to the extent that the
exercise price of Janex's employee stock options equals management's estimate of
the  fair  market  value  of the  underlying  stock  on the  date of  grant,  no
compensation expense is recognized.

Loss  per  share  is  calculated  in  accordance  with  Statement  of  Financial
Accounting  Standards  (SFAS) No. 128,  "EARNINGS PER SHARE,"  (Statement  128).
Basic earnings per share is computed using the weighted average number of common
shares. Diluted earnings per share is computed using the weighted average number
of common share equivalents during the period.  Common share equivalents include
employee  stock  options  using the  treasury  method and  dilutive  convertible
securities using the if-converted  methods.  Common share  equivalents have been
excluded for the  calculation  of loss per share for all periods  presented,  as
their effect is anti-dilutive.

As of January 1, 1998,  Janex  adopted  SFAS No.  130,  REPORTING  COMPREHENSIVE
INCOME  (Statement  130).  Statement 130 establishes new rules for the reporting
and display of  comprehensive  loss and its components.  Comprehensive  loss for
Janex is the same as net loss for all periods presented.

                                       -7-
<PAGE>
3. INVENTORIES

Inventories  are  valued  at the  lower of cost or  market  and  consist  of the
following at September 30, 1999 and December 31, 1998:

                                                   December 31,    September 30,
                                                      1998             1999
                                                    --------         --------
Finished goods                                      $131,098         $ 19,152
Work-in-process                                           --               --
                                                    --------         --------
                                                    $131,098         $ 19,152
                                                    ========         ========

4. NOTE PAYABLE - OTHER

Janex may borrow up to $400,000  under a line of credit  agreement  with a bank.
Borrowings  under the line bear  interest  at the  bank's  prime  rate plus 0.25
percent (8.50 percent at September 30, 1999). The line is  collateralized by all
of Janex's assets and is personally  guaranteed by two shareholders.  Borrowings
under the line have been  extended to December  31, 1999 from the  original  due
date of July 1, 1999.  Borrowing  capacity of $143,057 is available at September
30, 1999.

                                       -8-
<PAGE>
5. SEGMENT INFORMATION

     A summary of Janex's  operations by  geographical  area for the nine months
ended September 30, 1998, and 1999 were as follows:

<TABLE>
<CAPTION>
                                                              Adjustments
                                  United          Hong            and
                                  States          Kong        Eliminations   Consolidated
                                -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>
1998
Net sales:
   Customers                    $    69,513    $ 2,910,126    $        --    $ 2,979,639
   Intercompany                          --          1,952         (1,952)            --
                                -----------    -----------    -----------    -----------
Total revenue                        69,513      2,912,078         (1,952)     2,979,639

Operating income (loss)          (1,054,206)       761,390             --       (292,816)
Interest expense                   (148,825)       (21,488)            --       (170,313)
Depreciation and amortization      (122,937)      (133,572)            --       (256,509)
</TABLE>

<TABLE>
<CAPTION>
                                                              Adjustments
                                  United          Hong            and
                                  States          Kong        Eliminations   Consolidated
                                -----------    -----------    -----------    -----------
<S>                             <C>            <C>            <C>            <C>
1999
Net sales:
   Customers                    $   119,354    $   173,023    $        --    $   292,377
   Intercompany                          --             --             --             --
                                -----------    -----------    -----------    -----------
Total revenue                       119,354        173,023                       292,377

Operating loss                     (704,946)      (151,617)            --       (856,563)
Interest expense                    (20,070)           405             --        (19,665)
Depreciation and amortization       (89,068)      (155,506)            --       (244,574)
</TABLE>

                                       -9-
<PAGE>
                   JANEX INTERNATIONAL, INC. AND SUBSIDIARIES

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION

CONSOLIDATED  RESULTS OF  OPERATIONS - NINE MONTHS ENDED  SEPTEMBER 30, 1999 AND
1998:

NET SALES

For nine months ended  September 30, 1999, net sales  decreased by $2,687,262 or
90%, to  $292,377,  as compared to net sales of  $2,979,639  for the nine months
ended  September  30,  1998.  The  decrease  in net sales is a result of several
factors.  There was an apparent lack of any popular licenses in the marketplace.
As a result,  many of the  customers  of Janex  are not  willing  to make  large
inventory  commitments.   Additionally,   some  customers  have  experienced  an
overstocking of inventory,  due to previously purchased inventory not selling as
expected.

At September 30, 1999,  Janex had a backlog of unfilled orders of  approximately
$111,000  compared to its order backlog of  approximately  $350,000 at September
30, 1998.  Although Janex has noted a general decrease in order flow in 1999, as
compared to prior years,  the present backlog is not  necessarily  indicative of
net sales to be expected for the fiscal year ending December 31, 1999.

GROSS MARGIN

For the nine months ended September 30, 1999,  gross margin was  ($120,008),  or
(41%) of net sales,  as compared to a gross margin of $1,015,584,  or 34% of net
sales, for the nine months ended September 30, 1998. Janex typically establishes
prices to obtain a target  gross  margin  ranging  from 45% to 50%,  but overall
gross margin can vary  depending on the sales mix in each quarter.  The decrease
in gross margin in 1999,  as compared to 1998,  was the result of a write-off of
prepaid  royalties  in the amount of $142,944  that were  determined  to have no
value, as well as a decision to sell $115,683 in certain  slow-moving  inventory
at little or no profit.

ROYALTY EXPENSE

For the nine months ended September 30, 1999,  royalty expense was $173,503,  or
59% of net sales,  as compared to  $344,350,  or 12% of net sales,  for the nine
months ended  September 30, 1998. The increase in royalty expense as compared to
net  sales  for the nine  months  ending  September  30,  1999  was a result  of
management's  decision to expense $142,944 in unapplied  prepaid  royalties that
were determined to have no future associated sales.

                                      -10-
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

For  the  nine  months  ended   September   30,  1999,   selling,   general  and
administrative  expenses decreased by $559,910,  or 53%, to $491,981, or 168% of
net sales, as compared to $1,051,891,  or 35% of net sales,  for the nine months
ended  September  30, 1998.  Selling,  general and  administrative  expenses are
comprised of fixed overhead costs and variable selling expenses. The decrease in
fixed  selling,  general  and  administrative  expenses  is a direct  result  of
management's  continuing  effort  to reduce  fixed  overhead  costs.  Management
primarily  accomplished  this through  reductions  in payroll  ($44,205),  agent
commissions   ($115,850),   travel  ($66,656),   and  product   testing/handling
($131,968).

LIQUIDITY AND CAPITAL RESOURCES

Janex's cash balance  decreased by $44,648 to $17,764 at September  30, 1999, as
compared to $62,412 at December 31, 1998.  Janex's net working capital decreased
by $607,082 from a working capital deficit of $2,242,661 at December 31, 1998 to
a working  capital  deficit of  $2,849,743  at September  30, 1999,  and Janex's
current  ratio  decreased to 0.13:1 at September 30, 1999, as compared to 0.16:1
at December 31, 1998.

Janex believes that its existing cash balance together with its existing line of
credit and projected  cash flow from  operations  will not be sufficient to fund
projected  order flow,  overhead and debt  repayment  for the fiscal year ending
December 31,  1999.  Janex has  experienced  recurring  losses from  operations,
negative cash flows and decreases in working capital.

Janex's  ultimate  ability to  continue as a going  concern  depends on: (1) the
market  acceptance of its products;  (2) its generation of sufficient  operating
profits; (3) its creation of a sustainable positive cash flow; and (4) obtaining
additional  financial resources to provide near term operating cash.  Management
believes that the financial resources from its majority shareholder,  Futech, in
addition to sales generated from new product lines it is developing,  will allow
Janex to continue in operation for fiscal year 1999.

Janex had negative cash flow from  operating  activities  of $1,075,276  for the
nine months ended  September 30, 1999, as compared to a negative  operating cash
flow of $86,953 for the nine months  ending  September  30,  1998,  as declining
sales have led to lower accounts receivable collections in 1999.

During the nine months  ended  September  30,  1999,  Janex  incurred  costs for
additions  to tooling  and molds of $19,723 and costs for  additions  to product
development  costs of $26,476.  This  compares to costs for additions to tooling
and molds  related to new licenses of $81,575 and costs for additions to product
development costs of $92,990 for the nine months ended September 30, 1998.

Janex  generated  $1,076,827  from financing  activities  during the nine months
ended  September 30, 1999,  compared to $202,872 during the same period in 1998.
The cash  generated  in financing  activities  primarily  came from  proceeds of
advances from parent of $1,076,884.

                                      -11-
<PAGE>
Janex's  capital  commitments  for 1999,  include  $37,500 for  commitments  for
minimum guaranteed royalties under licensing agreements.  Janex also maintains a
non-cancelable  operating  lease on its former  facility,  although it subleases
that space for an amount  approximating  Janex's  rent to the  landlord.  Future
minimum payments under this lease are $26,010 for 1999.

Janex may borrow up to $400,000  under a line of credit  agreement  with a bank.
Borrowings  under the line bear  interest  at the  bank's  prime  rate plus 0.25
percent  (8.50  percent at September  30,  1999).  The line is secured by all of
Janex's  assets and is  personally  guaranteed by two  shareholders.  Borrowings
under the line are due  December 31,  1999.  Borrowing  capacity of $143,057 was
available at September 30, 1999.

INFLATION

Management  does not believe  that  inflation  has had a  significant  impact on
Janex's costs and profits during the past two years.

YEAR 2000

The Year 2000 presents special concerns for business and consumer computing. The
Year 2000 issue is a result of computer  programs being written using two digits
rather than four to define the year.  Computer programs that have date-sensitive
functions  may recognize a date using "00" as the year 1900 rather than the year
2000. This issue has grown in importance as the use of computers has become more
pervasive  and the  dependence  on  computers  has  increased.  Janex  could  be
materially  and adversely  affected by the Year 2000 issue,  either  directly or
indirectly.  This could occur as a result of a system failure or  miscalculation
causing  disruption to  operations,  including a temporary  inability to process
transactions,  send invoices,  ship goods, or engage in similar, normal business
activities.

Failure of Janex to complete testing and renovation of its critical systems on a
timely  basis  could  have a  material,  adverse  effect  on  Janex's  financial
condition  and  operating  results,  as  could  Year  2000  compliance  problems
experienced  by others  with whom Janex does  business.  Because of the range of
possible issues and the large number of variables involved,  it is impossible to
quantify the potential  cost of problems  should our efforts,  or the efforts of
those companies with which we do business, not be successful.

All of Janex's  information  systems have been transferred to the systems of its
parent  company,  Futech.  internal  information  systems  are  a  client/server
environment.  The  information  system has been tested by a third party computer
consulting firm and we believe this system is Year 2000  compliant.  In addition
to the computer systems, we tested and have subsequently  upgraded our telephone
systems and voice mail systems. We have also installed new hardware and software
for internal e-mail  communications.  All of the vendors for these upgrades have
represented to us that the systems are Year 2000 compliant.

Janex has not had formal communications with suppliers or customers to determine
the  extent to which  their  failure  to remedy  their own Year 2000  compliance
problems would materially  affect Janex. At this time we do not know whether the
subcontractors  and  suppliers  will be able to deliver  goods or  services,  or
whether customers will be able to place orders, beyond December 31, 1999. If our

                                      -12-
<PAGE>
suppliers are not able to provide  necessary  products or services to Janex as a
result  of Year  2000  compliance  problems,  we may be  forced  to  seek  other
suppliers,  and may be required to reduce or  discontinue  operations  until the
problems are  resolved.  Additionally,  if our major  customers  are not able to
function  as a result  of Year  2000  compliance  problems,  we may be forced to
substantially reduce or discontinue operations until the problems are resolved.

At this time Janex cannot be confident that there will not be a system  failure.
Management's  contingency plan is to use all Janex employees to manually perform
the duties that would normally be performed  electronically in order to meet the
demands  of  customers.  Our  vendors  and  customers  are much  larger and more
financially  viable than Janex.  We believe  because of their size and financial
resources,  they will have instituted  Year 2000  compliance  programs to a much
larger degree than Janex. If these companies do not establish adequate Year 2000
resolutions,  Janex  may  be  forced  to  substantially  reduce  or  discontinue
operations.

Any failure to address any unforeseen Year 2000 issue could adversely affect our
business, financial condition, and results of operations.

FORWARD-LOOKING STATEMENTS

We have made  forward-looking  statements  in this  report that are subject to a
number of risks and uncertainties, including without limitation, those described
in our Annual  Report on Form  10-KSB for the year ended  December  31, 1998 and
other risks and  uncertainties  indicated  form time to time in our filings with
the SEC. These  forward-looking  statements are made pursuant to the safe harbor
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking  statements  include  the  information  concerning  possible  or
assumed  future  results  of  operations.  Also,  when  we  use  words  such  as
"believes,"  "expects,"  "anticipates"  or  similar  expressions,  we are making
forward-looking  statements.   Readers  should  understand  that  the  following
important factors, in addition to those discussed in the referenced SEC filings,
could affect our future  financial  results,  and could cause actual  results to
differ materially form those expressed in our forward-looking statements:

     *    the implementation of our growth strategy;

     *    the financial difficulties of Futech, Janex's parent company;

     *    the effects of the pending merger;

     *    the integration of acquisitions;

     *    the availability of additional capital;

     *    variations in stock prices and interest rates;

     *    fluctuations in quarterly operating results; and

     *    other risks and uncertainties described in our filings with the SEC.

We make no commitment to disclose any revisions to  forward-looking  statements,
or any facts,  events or circumstances  after the date hereof that may bear upon
forward-looking statements.

                                      -13-
<PAGE>
PART II   OTHER INFORMATION


ITEM 5    OTHER INFORMATION

          On June 7,  1999,  Janex's  Board  of  Directors  authorized  a merger
          transaction  whereby Janex and four other  entities would merge into a
          newly    incorporated    entity,    known   as   Futech    Interactive
          Products(Delaware),  Inc. The Proposed merger is described in Futech's
          registration statement on Form S-4, as amended, filed with the SEC.


ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits -

               27   Financial Data Schedule (electronic filing only)

          (b)  8-K - A current  report on Form 8-K was filed on  October 1, 1999
               to report the  resignation  of a director,  Les  Friedland,  from
               Janex's board of directors effective September 26, 1999.

                                      -14-
<PAGE>
                                   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.


                                                JANEX INTERNATIONAL, INC.
                                                       Registrant


Date: November 15, 1999                 By: /s/ Vincent W. Goett
                                            ------------------------------------
                                            Vincent W. Goett
                                            President
                                            Chief Executive Officer, Director


                                        By: /s/ Fred B. Gretsch, Sr.
                                            ------------------------------------
                                            Frederick B. Gretsch, Sr.
                                            Chief Financial Officer
                                            Treasurer and Secretary, Director

                                      -15-

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