SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
AMENDMENT NUMBER 1
[X] QUARTERLY REPORT OR [ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1996 Commission File No. 33-18461
JET SET LIFE USA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2195575
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21935 Van Buren, Suite 4
Grand Terrace, California 92313
(Address of principal executive offices) (Zip Code)
(909) 783-1800
(Registrant's telephone number,
including area code)
2060 Chicago Avenue, Suite B-3
Riverside, California 92507
(Former Address)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 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 September 30, 1997, 65,555,091 shares of common stock were
outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS:
Unaudited financial statements for the quarter covered by this
report are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The Company sells an oil additive and a fuel saving device
named the Triple Charger through its subsidiaries.
$242,000 in sales were realized during the fiscal year ending
June 30, 1995, $901,000 during fiscal year 1996 and $1,006,000
during the first three quarters of fiscal year ending June 30,
1997.
The subsidiaries make direct sales through a multi-level
network of independent distributors. The Triple Charger, now sells
for $229.00 for cars, $699.00 for large diesel trucks and a new
model ready for launch for larger 12 to 16 cylinder locomotive and
industrial engines will sell in the $2,500.00 range.
In the last six months the Company has acquired exclusive
world-wide distribution rights for a new motor oil and motor oil
additive.
With these three products, the Company now plans to start a
major push to recruit many more independent distributors.
PART II
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
On June 30, 1996, the Company acquired Jet Set Life
Technologies, Inc., a privately held Nevada corporation, ("JSLT")
in a business combination accounted for as a pooling of interests.
JSLT became a wholly owned subsidiary of the Company through the
exchange of 13,369,124 shares of the Company's common stock for
all of the outstanding stock of JSLT. After the transaction the
shareholders of JSLT owned the majority of stock in the Company and
management of JSLT became management of the Company. JSLT was
founded and wholly owned by George French, who was president, a
director and controlling shareholder of Company prior to the
acquisition and remained so after the acquisition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized:
JET SET LIFE USA, INC.
Date: October 8, 1997 By: /s/ George French
George French, President
<TABLE>
JET SET LIFE USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<CAPTION>
ASSETS
September 30, June 30,
1996 1996
Current Assets ---------- ----------
<S> <C> <C>
Cash $ -- $ 10,483
Accounts receivable 21,188 16,152
Inventory 73,746 73,738
---------- ----------
Total Current Assets 94,934 100,373
---------- ----------
Property and Equipment
Machinery and equipment 59,868 48,750
Computer equipment and software 76,454 76,454
Furniture and fixtures 5,976 4,776
Leasehold improvements 15,862 12,528
Total Property and Equipment 158,160 142,508
Less: Accumulated Depreciation (49,796) (44,260)
---------- ----------
Net Property and Equipment 108,364 98,248
---------- ----------
Other Assets
Deposits 1,000 1,000
Organization costs net of accumulated
amortization of $793 and $198,
respectively 11,107 11,702
---------- ----------
Total Other Assets 12,107 12,702
---------- ----------
Total Assets $ 215,405 $ 211,323
========== ==========
</TABLE>
See the accompanying notes to the condensed consolidated financial
statements.
JET SET LIFE USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(UNAUDITED)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' DEFICIT
September 30, June 30,
1996 1996
Current Liabilities ---------- ----------
<S> <C> <C>
Cash overdraft $ 28,616 $ --
Accounts payable 156,790 152,782
Accrued liabilities 112,854 108,174
Interest payable -- 22,791
Note payable - related party 100,180 106,340
Notes payable - current portion 54,357 49,900
---------- ----------
Total Current Liabilities 452,797 439,987
---------- ----------
Long-Term Liabilities
Notes payable 7,668 7,668
---------- ----------
Total Liabilities 460,465 447,655
---------- ----------
Stockholders' Deficit
Common stock - $0.0001 par value; 100,000,000
shares authorized; 58,905,091 and 58,317,664
shares issued and outstanding 5,890 5,832
Additional paid-in capital 225,620 159,715
Accumulated deficit (473,613) (398,922)
Foreign currency translation adjustment (2,957) (2,957)
---------- ----------
Total Stockholders' Deficit (245,060) (236,332)
---------- ----------
Total Liabilities and Stockholders' Deficit $ 215,405 $ 211,323
========== ==========
</TABLE>
See the accompanying notes to the condensed consolidated financial statements.
JET SET LIFE USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months
Ended September 30,
1996 1995
---------- ----------
<S> <C> <C>
Sales $ 359,266 $ 187,585
Cost of Goods Sold 104,763 70,766
---------- ----------
Gross Profit 254,503 116,819
---------- ----------
Operating Expenses
General and administrative expense 185,492 75,144
Sales and marketing 136,557 94,541
Depreciation and amortization 6,131 5,084
---------- ----------
Total Operating Expenses 328,180 174,769
---------- ----------
Loss from Operations (73,677) (57,950)
---------- ----------
Interest Expense 1,014 479
---------- ----------
Net Loss $ (74,691) $ (58,429)
========== ==========
Net Loss Per Share $ (0.00) $ (0.00)
========== ==========
Weighted Average Common Shares
Used in Per Share Calculation 58,317,664 50,530,164
========== ==========
</TABLE>
See the accompanying notes to the condensed consolidated financial statements.
JET SET LIFE USA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months
Ended September 30,
1996 1995
---------- ----------
<S> <C> <C>
Cash Flows From Operating Activities
Net loss $ (74,691) $ (58,429)
Adjustment to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 6,131 5,084
Changes in certain current assets and liabilities
Accounts receivable (5,036) (3,911)
Inventory (8) (18,436)
Accounts payable 4,008 40,251
Accrued liabilities 4,680 10,955
---------- ----------
Net Cash Used In Operating Activities (64,916) (24,486)
---------- ----------
Cash Flows From Investing Activities
Purchase of equipment (15,652) (2,562)
---------- ----------
Net Cash Used In Investing Activities (15,652) (2,562)
---------- ----------
Cash Flows From Financing Activities
Borrowings under notes payable to
related parties 35,344 --
Borrowings under notes payable 47,629 --
Payments on notes payable to related parties (6,160) --
---------- ----------
Net Cash Provided By Financing Activities 41,469 35,344
---------- ----------
Net Increase (Decrease) in Cash and Cash Equivalents (39,099) 8,296
Cash and Cash Equivalents (Cash Overdraft) At
Beginning of Period 10,483 (1,019)
---------- ----------
Cash and Cash Equivalents (Cash Overdraft)
At End of Period $ (28,616) $ 7,277
========== ==========
Supplemental Disclosures of Cash Flow Information:
Interest Paid $ 1,014 $ 479
========== ==========
</TABLE>
JET SET LIFE USA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements have been prepared
by the Company, and are not audited. All adjustments necessary for
fair presentation have been included, and consist only of normal
recurring adjustments. These financial statements are condensed
and, therefore, do not include all disclosures normally required by
generally accepted accounting principles. These statements should
be read in conjunction with the Company's annual financial
statements included in the Company's Annual Report on Form 10-KSB.
The financial position and results of operations presented in the
accompanying financial statements are not necessarily indicative of
the results to be generated for the remainder of the year.
NOTE 2--SUBSEQUENT EVENTS
In April 1997, the Company committed to issue 2,650,000 shares of its common
stock for services rendered to the Company. These shares were valued at $0.01
per share, which was the market value of the stock at the time the commitment
was made.
In April 1997, the Company entered into an agreement whereby the Company will
pay $3,000,000 to acquire the rights to certain technology relating to a
catalytic cartridge which is used as part of one of the Company's products.
$1,500,000 due under this agreement will be paid by issuance of a promissory
note which is due and payable in cash or shares at the sellers option by
October 2001; interest will accrue at 4.50% payable annually with the first
payment due October 1998. The agreement provides that the remaining
$1,500,000 will be paid by the issuance of 1,500,000 shares of the Company's
common stock, provided the bid price of the stock in a public market at June
27, 1997 is at least $0.33 per share. If this is not the case, the Company
must pay $5,625 per month until the Company's common stock reaches a bid
price of $0.33 per share.
In April 1997, the Company entered into an agreement whereby the Company will
issue 2,000,000 shares of the Company's common stock for exclusive worldwide
distribution rights for an oil additive.
In April 1997, the Company entered into an agreement with an individual,
whereby the Company agreed to issue 500,000 shares of common stock to the
individual. In return, the individual will attempt to promote the Company,
will attempt to keep the market makers up to date on Company developments and
will be available for additional general consulting. The market value of the
shares at the time of the commitment was $0.01 per share.
Subsequent to June 30, 1996, The Company has expanded its operations into
New Zealand, Australia and Germany through the establishment of subsidiary
companies in those countries.
In settlement of a judgement against the Company in favor of Financial
Sciences of America, with a principal balance of $43,175 and accrued
interest of $22,791, the Company has agreed to issue 1% of the outstanding
shares of Jet Set Life USA as of June 30, 1996 and 1% of any shares subsequently
issued for the next two years. Under the agreement, for a two year period
commencing June 30, 1996 and ending June 30, 1998, the Company has the option
to repurchase all shares issued to Financial Services of America for $100,000.
Subsequent to June 30, 1996, 587,427 shares have been ssued to settle this
liability.
