SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended March 31, 1999.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
Commission file number: 33-24108D
JUTLAND ENTERPRISES, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 87-045382
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
268 West 400 South, Salt Lake City, Utah 84101
(Address of principal executive office) (Zip Code)
(801) 575-8073
(Issuer's telephone number)
Check whether the issuer: (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 XX No
The number of outstanding shares of the issuer's common stock, $0.001 par
value (the only class of voting stock), as of November 1, 1999 was 3,893,943.
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TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS..................................................3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS..................................4
PART II
ITEM 1. LEGAL PROCEEDINGS.....................................................4
ITEM 5. OTHER INFORMATION.....................................................5
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................5
SIGNATURES.....................................................................6
INDEX TO EXHIBITS..............................................................7
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ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Jutland Enterprises, Inc., a
Delaware corporation, and its subsidiaries and predecessors unless otherwise
indicated. Consolidated, unaudited, condensed interim financial statements
including a balance sheet for the Company as of the quarter ended March 31, 1999
and statements of operations, statements of shareholders equity and statements
of cash flows for the interim period up to the date of such balance sheet and
the comparable period of the preceding year are attached hereto as Pages F-1
through F-6 and are incorporated herein by this reference.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
3
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JUTLAND ENTERPRISES, INC.
TABLE OF CONTENTS
March 31, 1999 and 1998
FINANCIAL STATEMENTS:
Balance Sheet.......................................................F-2
Statements of Income and Expenses...................................F-3
Statements of Shareholders' Equity..................................F-4
Statements of Cash Flows............................................F-5
Notes To Financial Statements.......................................F-6
F-1
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JUTLAND ENTERPRISES, INC
Unaudited Balance Sheet
As of March 31, 1999
ASSETS
Current Assets $ -
--------------------
Total Assets $ -
====================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Judgement Payable $ 533,702
--------------------
Total Current Liabilities 533,702
Long-Term Liabilities -
--------------------
Total Liabilities $ 533,702
--------------------
Contingencies -
Shareholder's Equity (Deficit)
Preferred Stock, $0.001 par value, authorized
5,000,000 shares, none issued and outstanding. -
Common Stock, $0.001 par value, authorized
50,000,000 shares, 3,893,943 issued and
outstanding as of March 31, 1999. 3,894
Additional Paid-In Capital -
Retained Earnings (Deficit) (537,596)
--------------------
Net Shareholders' Equity (Deficit) (533,702)
Total Liabilities and Shareholders' Equity (Deficit) $ -
====================
See Notes to Financial Statements
F-2
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JUTLAND ENTERPRISES, INC.
Unaudited Statements of Income and Expenses
For The Three Months Ended March 31, 1999 and 1998
1999 1998
------ ------
Revenues $ - $ -
Interest Expense 13,017 11,834
---------- ----------
Net Income (Loss) Before Income Taxes (13,017) (11,834)
Provision for Income Taxes
Net Income (Loss) $ (13,017) $ (11,834)
========== ==========
Earnings (Loss) per Share $ (0.00) $ (0.00)
========== ==========
Weighted Average Shares Outstanding During the Period 3,893,943 3,893,943
========== ==========
See Notes to Financial Statements
F-3
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JUTLAND ENTERPRISES, INC.
Unaudited Statements of Shareholders' Equity
For the Periods Ended December 31, 1998 and March 31, 1999
<TABLE>
<S> <C> <C> <C> <C> <C>
Preferred Stock Common Stock Additional Accumulated
Shares Amount Shares Amount Paid-In-Capital (Deficit) Total
Balance as of December 31, 1997 - $ - 3,893,943 $ 3,894 $ - $ (477,244) $ (473,350)
Net(Loss) for the year ended
December 31, 1998 (47,335) (47,335)
Balance as of December 31, 1998 - - 3,893,943 3,894 - (524,579) (520,685)
Net (Loss) for the three months
ended March 31, 1999 (13,017) (13,017)
(Unaudited)
Balance as of March 31,1999 - $ - 3,893,943 $ 3,894 $ - $ (537,596) $ (533,702)
======== ========== ========= ======== =========== =========== ===========
</TABLE>
See Notes to Financial Statements
F-4
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JUTLAND ENTERPRISES, INC.
Unaudited Statements of Cash Flows
For the Three Months Ended March 31,
1999 1998
------ ------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ (13,017) $ (11,834)
---------- ----------
Adjustments to reconcile Net Income to Cash Flows from
Operating Activities
Increase in Judgement Payable 13,017 11,834
---------- ----------
Total Adjustments 13,017 11,834
---------- ----------
Net Cash Provided (Used) by Financing Activities - -
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash (Used) by Investing Activities - -
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net Cash Provided (Used) by Financing Activities - -
---------- ----------
Increase in Cash and Cash Equivalents - -
Cash at the Beginning of the Year - -
---------- ----------
Cash at End of the Year $ - $ -
========== ==========
SUPPLEMENTARY CASH FLOW INFORMATION
Interest Paid With Cash $ - $ -
========== ==========
See Notes to Financial Statements
F-5
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JUTLAND ENTERPRISES, INC.
Notes to Unaudited Financial Statements
March 31, 1999
NOTE 1 - Basis of Presentation
---------------------
The accompanying unaudited financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and,
therefore, do not include all information and footnotes required by
generally accepted accounting principals and should, therefore, be read in
conjunction with the Company's Annual Report to Shareholders on Form 10-KSB
for the fiscal year ended December 31, 1998. These statements do include
all normal recurring adjustments which the Company believes necessary for a
fair presentation of the statements. The interim operations results are not
necessarily indicative of the results for the full year ended December 31,
1999.
NOTE 2 - Additional Footnotes Included By Reference
------------------------------------------
Except as indicated in Notes above, there have been no other material
changes in the information disclosed in the notes to the financial
statements included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1998. Therefore, those footnotes are included
herein by reference.
F-6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of raw materials, labor, and employee
benefits, as well as general market conditions, competition and pricing.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Quarterly Report will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking statements including herein, the inclusion of such information
should not be regarded as are presentation by the Company or any other person
that the objectives and plans of the Company will be achieved.
As used herein the term "Company" refers to Jutland Enterprises, Inc., a
Delaware corporation and its subsidiaries and predecessors, unless the context
indicates otherwise. The Company has had no operations since approximately
September 30, 1993. The Company is currently a shell company whose purpose will
be to acquire operations through an acquisition, merger or by commencing a start
up business.
Since the Company discontinued its operations it has been dormant. The
Company is in the process of attempting to identify and acquire a favorable
business opportunity. The Company has reviewed and evaluated a number of
business ventures for possible acquisition or participation by the Company. The
Company has not entered into any agreement, nor does it have any commitment or
understanding to enter into or become engaged in a transaction as of the date of
this filing. The Company continues to investigate, review, and evaluate business
opportunities as they become available and will seek to acquire or become
engaged in business opportunities at such time as specific opportunities
warrant.
Results of Operations
- ---------------------
Gross revenues for the quarter ended March 31, 1999 and 1998 were $0
During the three months ended March 31, 1999, the Company had a net loss of
$13,017 compared to a net loss of $11,834 for the comparable period in 1998. The
net losses were the result of interest that accrued on a judgement owed by the
Company.
Capital Resources and Liquidity
- -------------------------------
The Company had a net working capital deficiency of $533,702 as of March
31, 1999, as a result of non payment of a judgment against the Company. The
Company intends to make an effort to settle the judgement at a substantial
discount. The Company anticipates that insiders will contribute sufficient funds
to settle the debt, if the debt can settled for less than $.10 on the dollar.
However, there is no guarantee that the plaintiff in this matter will agree
to settle the debt or that any of the Company's insiders will agree to
contribute or loan the Company sufficient funds to settle the debt. See Part II,
Item 1., Legal Proceedings below for more information on the judgement.
PART II
ITEM 1. LEGAL PROCEEDINGS
Cynthia M. Maleski, Insurance Commissioner of the Commonwealth of
Pennsylvania v. Jutland Enterprises, Inc. On July 5, 1994 Maleski, in her
capacity as statutory liquidator of Corporate Life Insurance Company, filed an
action against the Company in the Commonwealth Court of Pennsylvania No. 294
M.D. 1994. That court entered a Default Judgment on December 28, 1994 against
4
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the Company in the amount of $300,000 plus 10% interest from October 8,1993,
plus attorney's fees and costs. On May 8, 1995 a suit was filed in the Superior
Court of New Jersey, Somerset County, Docket NO. SOM-L-871-95 seeking to enforce
the Pennsylvania judgment. On June 7, 1996 judgment was granted by the New
Jersey court in the amount of $398,884.36 plus costs and attorney's fees.
ITEM 5. OTHER INFORMATION
On March 22, 1999, Hudson Consulting Group, Inc. ("Hudson") entered in a
Stock Purchase Agreement ("Agreement") with Andrew Thorburn. Pursuant to the
Agreement Hudson purchased 2,246,224 shares of the Company common stock for
$10,000 cash on March 24, 1999. Consequently, Hudson has a majority interest in
the Company's shares of common stock. By virtue of Hudson's purchase of 57.7% of
the Company's shares of common stock, Hudson has effective control of Jutland.
On April 7, 1999, Hudson filled the vacancies on the board of the Company
pursuant to Delaware General Corporation Law under ss.ss.268(a) and 141(k)
appointing Richard Surber as a director and president and Saundra McFadden as a
director and secretary of Company. Prior to April 7, 1999, the Company was
unable to transact any business because no known officer or director retained
their position with the Company.
The Company ceased operations sometime in 1993 and has essentially been
dormant since that time. The Company's management, directors, and officers had
either resigned or abandoned their position. Furthermore, the Company's
corporate charter had been revoked.
The Company has since filed the necessary documents to reinstate its
corporate charter. Hudson and the Company's president intend to assist the
Company in settling its debts, assist the Company in filing and maintaining the
necessary disclosure documents on a current basis with the Securities and
Exchange Commission, and finding suitable operations for the Company through a
merger or acquisition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 9 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10QSB.
5
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 5th day of November 1999.
JUTLAND ENTERPRISES, INC.
/s/ Richard Surber November 5, 1999
----------------------------
Richard Surber
President and Director
/s/ Wayne Newton November 5, 1999
----------------------------
Wayne Newton
Controller
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INDEX TO EXHIBITS
EXHIBIT PAGE DESCRIPTION
NO. NO.
3(i) * Articles of Incorporation of the Company (Incorporated
herein by reference to the Company's S-18 Registration
Statement filed December 6, 1988)
3(ii) * By-Laws of the Company, as amended.(Incorporated herein
by reference to the Company's S-18 Registration Statement
filed December 6, 1988)
27 8 Financial Data Schedule "CE"
7
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
UNAUDITED CONDENSED FINANCIAL STATEMENTS FILED WITH THE COMPANY'S MARCH 31,
1999, QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
MULTIPLIER 1
CURRENCY U.S. Dollars
PERIOD-TYPE 3-MO
FISCAL-YEAR-END Dec 31, 1999
PERIOD-END March 31, 1999
EXCHANGE-RATE 1
CASH 0
SECURITIES 0
RECEIVABLES 0
ALLOWANCES 0
INVENTORY 0
CURRENT-ASSETS 0
PP&E 0
DEPRECIATION 0
TOTAL-ASSETS 0
CURRENT-LIABILITIES 533,702
BONDS 0
PREFERRED-MANDATORY 0
PREFERRED 0
COMMON 3,894
OTHER-SE 537,596
TOTAL-LIABILITY-AND EQUITY 0
SALES 0
TOTAL-REVENUES 0
CGS 0
TOTAL-COSTS 0
OTHER-EXPENSES 0
LOSS PROVISION 0
INTEREST-EXPENSE 13,017
INCOME-PRETAX 0
INCOME-TAX 0
INCOME-CONTINUING 0
DISCONTINUE 0
EXTRAORDINARY 0
CHANGES 0
NET-INCOME (13,017)
EPS-PRIMARY 0
EPS-DILUTED 0
- -------------------------------------------- -------------------------
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