Securities and Exchange Commission
Washington, D.C. 20549
Form 10 - Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the nine months endedCommission File Number
September 30, 1997 33-81666
JUNO ACQUISITIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA13-3690905
(State or Other Jurisdiction of(I.R.S. Employer
Incorporation or Organization)Identification #)
3323 Watt Avenue
Sacramento, California 95821
(Address of Principal Executive Office Including Zip Code)
(916) 431-4199
(Registrant's Telephone Number Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirement for the past 90 days. Yes x. No .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the issuer has filed all documents and reports
required to be filed by Section 2, 13 or 15 (d) of the Securities Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes______ No______
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.001 Par Value 813,590
(Title of Class) (Shares outstanding at September 30, 1997)
<PAGE>
JUNO ACQUISITIONS, INC.
INDEX
PAGE
Part I. Financial Information
Item 1. Consolidated Financial Statements
Consolidated Balance Sheet as of September
30, 1997 (unaudited) and December 31, 1996 3
Consolidated Statement of Operations For
the Nine Months Ended September 30, 1997 and
1996 (unaudited) 4
Consolidated Statement of Stockholders'
Equity (unaudited) 5
Consolidated Statement of Cash Flows
For the Nine Months Ended September 30,
1997 & 1996 (unaudited) 6
Notes to Consolidated Financial Statements 7-8
Item 2. Managements' discussion and analysis of
results of operations 9
Part II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Securities Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 10
<PAGE>
JUNO ACQUISITIONS INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash (Note 1) $ 4,512 $ 70,188
Fixed Assets - Net of Depreciation (Note 1) 3,066 3,528
OTHER ASSETS
Organization Costs - Net of Amortization (Note 1) 20 113
TOTAL ASSETS $ 7,598 $ 73,829
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ - 0 - $3,911
Notes Payable (Note 2) - 0 - 29,375
TOTAL LIABILITIES - 0 - 33,286
Commitments and Other Matters (Note 4)
STOCKHOLDERS' EQUITY (Note 3)
Common Stock, par value $.001; authorized
75,000,000 shares, 813,590 shares issued &
outstanding at September 30, 1997 and December
31, 1996, respectively $ 814 $ 814
Preferred Stock, par value $.001 authorized
15,000,000 shares, none issued and outstanding - 0 - - 0 -
Additional Paid-In Capital 74,476 74,476
Deficit Accumulated During Development Stage (67,692) (34,747)
TOTAL STOCKHOLDERS' EQUITY 7,598 40,543
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,598 $ 73,829
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
JUNO ACQUISITIONS INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE PERIODS
<TABLE>
<CAPTION>
November 16, 1992
January 1, to September January 1, (Inception) through
30, 1997 to September September 30, 1997
30, 1996
<S> <C> <C> <C>
CONSULTING INCOME: $ 6,164 $ - 0 - $ 6,164
EXPENSES:
Corporation Franchise Taxes
$ -0- $ - 0 - $ 2,090
Filing Fees 1,220 2,222 5,284
Depreciation & Amortization
495 93 1,224
Bank Charges 10 234 1,321
Interest (Note 2) 691 1,313 5,193
Professional Fees 30,529 8,080 52,580
Consulting Fees 6,164 - 0 - 6,164
Total Expenses 39,109 11,942 73,856
NET LOSS $( 32,945) $( 11,942) $(67,692)
NET LOSS PER COMMON SHARE $( .04) $( .01)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 813,590 807,567
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
JUNO ACQUISITIONS INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
SEPTEMBER 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Additional Paid Total Stockholders
Common STOCK in CAPITAL Accumulated EQUITY
(DEFICIT)
<S> <C> <C> <C> <C>
Issuance of Common Shares on November
16, 1992 at par value ($.001 per share)
For Cash $792 $ 1,208 $ 2,000
Net Loss - Inception to December 31,
1993 $( 1,326) ( 1,326)
Net Loss _____ ______ ( 2,101) ( 2,101)
Balance - December 31, 1994 792 1,208 ( 3,427) ( 1,427)
Sale of 8,000 Shares - July, 1995 8 49,992 50,000
Deferred Offering Costs Charged to
Paid-In Capital (22,687) (22,687)
Net Loss ___ _______ ( 7,150) ( 7,150)
Balance - December 31, 1995 800 28,513 (10,577) 18,736
Issuance of Common Shares in exchange
for Crijen stock 14 45,963 45,977
Net Loss ___ _______ (24,170) (24,170)
Balance - December 31, 1996 $814 $ 74,476 $(34,747) $ 40,543
Net Loss ___ _______ (32,945) (32,945)
Balance - September 30, 1997 $814 $ 74,476 $(67,692) $ 7,598
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
JUNO ACQUISITIONS INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE PERIODS
<TABLE>
<CAPTION>
January 1, January 1, November 16, 1992
to to (Inception) through
September 30, 1997 September 30, 1996 September 30, 1997
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $(32,945) $(11,942) $( 67,692)
Adjustments to reconcile net
loss to net cash used in operating
activities
Depreciation & Amortization 495 93 1,224
Change in Additional Paid in
Capital Due to Consolidation - 0 - 41,514 - 0 -
CHANGES IN ASSETS AND LIABILITIES:
Escrow Account - 0 - 45,000 - 0 -
Other Assets - 0 - ( 3,417) ( 619)
Other Liabilities ( 3,912) 8,191 4,374
Cash Provided by (Used in) Operations (36,362) 79,499 (62,713)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of Fixed Assets 61 - 0 - ( 3,690)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of Debt - 0 - - 0 - 25,000
Repayment of Debt (29,375) - 0 - (29,375)
Issuance of Common Stock - Net of Costs - 0 - 14 75,290
Net Cash Provided by (Used in)
Financing Activities (29,375) 14 70,915
NET INCREASE (DECREASE) IN CASH (65,676) (79,513) 4,512
CASH - BEGINNING 70,188 1,885 - 0 -
CASH - ENDING $ 4,512 $ 81,398 $ 4,512
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
JUNO ACQUISITIONS INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
BACKGROUND
Juno Acquisitions Inc. (the Company) was organized under the laws of the
State of Nevada on November 16, 1992. Its purpose is to provide a vehicle to
acquire or merge with another entity. On March 15, 1996, the Company entered
into an acquisition agreement to acquire 100% of all the outstanding capital
stock of Crijen Ltd., a business corporation organized under the laws of New
Brunswick, a province of Canada. Crijen Ltd., a development stage company,
holds an exclusive license granted to develop an optoelectric drum input
system. A post-effective amendment to the registration statement of Juno
Acquisitions Inc. which was filed with the Securities and Exchange Commission
and was declared effective on June 19, 1996. On July 19, 1996, 100% of the
shareholders ratified the acquisition of Crijen Ltd.
The acquisition was accounted for using the purchase method of accounting
whereby the assets purchased are recorded at fair market value at time of
acquisition. Accordingly, the activity of Crijen Inc. since July 19, 1996, has
been included in these consolidated financial statements. Since both Company's
have not yet begun operations, the consolidated entity is considered a
development stage company.
BASIS OF PRESENTATION
The unaudited consolidated financial statements included herein have been
prepared by Juno Acquisitions, Inc. pursuant to the rules and regulations of
the Securities and Exchange Commission. These financial statements reflect, in
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position and results of
operations as of and for the periods indicated. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
the disclosures which are made, when read in conjunction with the audited
fiscal 1996 financial statements, are adequate to make the information
presented not misleading.
FIXED ASSETS
Fixed assets are stated at fair market value at time of acquisition and
are being depreciated over seven years by use of the straight line method.
ORGANIZATION COSTS
Organization costs are being amortized on the straight line method over a
period of five years.
LOSS PER SHARE OF COMMON STOCK
Net loss per share of common stock is based on the weighted average
number of shares outstanding during each period.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of the revenues and
expenses during the reported period. Actual results could differ from those
estimates.
NOTE 2 - NOTES PAYABLE
In June, 1994, the Company borrowed an aggregate of $25,000 bearing
interest at the rate of 7% per annum and payable at the consummation of a
business combination. On March 11, 1997, the Company repaid the $25,000 loan
plus accrued interest of $5,066.
<PAGE>
NOTE 3 - STOCKHOLDERS' EQUITY
The Company is authorized to issue 75,000,000 common shares with a par
value of $.001, and 15,000,000 blank check preferred shares with a par value of
$.001. On November 16, 1992, the Company issued a total of 792,000 shares of
its common stock for a total consideration of $2,000 ($.003 per share).
On January 23, 1995, the Company's initial public offering was declared
effective. In connection therewith, the Company offered 8,000 shares of common
stock (par value $.001 per share) at $6.25 per share. On July 25, 1995, the
Company sold the 8,000 shares and received the net proceeds of $45,000 which
were deposited in an escrow account pursuant to rule 419 of the Securities Act
of 1933. The Company also included $22,687 in connection with the public
offering which were charged against the proceeds.
As discussed in note 1, on July 19, 1996, with the approval of the public
shareholders, the Company acquired 100% of the outstanding stock of Crijen Ltd.
Accordingly, the net proceeds of the offering of $45,000 which was deposited in
the escrow account was released to the Company. Pursuant to the acquisition
agreement, the Company issued the following:
a. 3,500 restricted shares of common stock in exchange for one
share of Crijen common stock to Crijen's president.
b. 10,090 restricted shares of common stock in exchange for 9,000
shares of Crijen Class A preferred stock.
NOTE 4 - COMMITMENTS AND OTHER MATTERS
Prior to October 10, 1997, the Company utilized the office of its former
President, Gary Takata. Pursuant to an oral agreement, these facilities were
provided rent free.
NOTE 5 - SUBSEQUENT EVENTS
On October 2, 1997, the Company entered into a Stock Purchase Agreement
with Richard D. Jones pursuant to which the Company sold all of its
stockholdings in Crijen, Ltd., its wholly-owned subsidary, to Mr. Jones for one
hundred dollars.
On October 10, 1997, Juno Acquisitions, Inc., ("Juno"), effected a "Plan
and Agreement of Reorganization" with LK Global Information Systems, BV, a
Netherlands corporation ("LK Global"). Pursuant to the terms of the
reorganization agreement, Juno acquired 100% of LK Global's issued and
outstanding capital stock, in exchange for 12,845,000 shares of Juno's voting
common stock, par value $0.001 per share, and 1,925,000 shares of preferred
stock, par value $0.001 per share.
As a result of the reorganization, LK Global is now a wholly-owned
subsidiary of Juno. LK Global (Holdings) N.V., the principal shareholder of LK
Global, now beneficially owns 9,915,425 shares of common stock of Juno
representing 66.6% of Juno's outstanding voting shares. LK Global (Holdings)
N.V., a Netherlands corporation, is controlled by Dr. Kyprianou.
In addition, effective as of the closing date under the reorganization
agreement, Gary Takata resigned as the sole director of Juno and was replaced
by Dr. Kyprianou. The new board immediately appointed Dr. Kyprianou as the
chief executive officer of Juno.
LK Global is the parent company of various international entities with
operations in the United States, the United Kingdom, Ireland, India, Cyprus,
and Mexico that develop and support a comprehensive range of integrated
information technology software applications to a growing number of companies
in the construction, hospitality, healthcare, financial, and manufacturing
industries throughout the world.
Pursuant to the reorganization agreement involving Juno and LK Global,
Juno issued 12,845,000 shares of its voting common stock, par value $0.001 per
share, and 1,925,000 shares of preferred stock, par value $0.001 per share.
The Juno shares were issued to approximately 360 institutions and individuals
in exchange for their shares in LK Global. All of the purchasers were non-U.S.
persons as defined in Regulation S.
<PAGE>
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1997
Prior to October 10, 1997, the Company was without operating activity.
During the quarter ended September 30, 1997, the Company incurred legal
expenses in connection with the Reorganization with LK Global which resulted in
a depletion of its cash. The Company also eliminated all of its other current
liabilities. At September 30, 1997, the Company's cash balance amounted to
$4,512 while there were no current liabilities. These amounts reflect payment
of the Company's legal expenses.
<PAGE>
PART II OTHER INFORMATION
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 Securities Holders
On November 7, 1997, the Company held a Special Shareholders' Meeting at
which the shareholders adopted a resolution to change the Company's name to
AremisSoft Corporation. The name change will become effective upon the filing
and acceptance of the Certificate of Amendment to the Articles of Incorporation
with the Nevada Secretary of State.
Item 5 Other Information - None
Item 6 Exhibits and Reports on Form 8-K
On October 27, 1997, the Company filed a Report on Form 8-K to disclose
the Reorganization with LK Global Information Systems, BV, a Netherlands
corporation, and the corresponding change in control, as discussed above in
Note 5 to the Financial Statements.
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.
JUNO ACQUISITIONS, INC.
By: L.K. KYPRIANOU
Dr. L.K. Kyprianou
President, Secretary, Director
and Principal Financial Officer
Date: November 14, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 1997 FOR JUNO ACQUISITIONS, INC. AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 4,512
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 3,066
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,598
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 814
<OTHER-SE> 6,784
<TOTAL-LIABILITY-AND-EQUITY> 7,598
<SALES> 6,164
<TOTAL-REVENUES> 6,164
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 38,418
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 691
<INCOME-PRETAX> (32,945)
<INCOME-TAX> 0
<INCOME-CONTINUING> (32,945)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,945)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
