FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Three Months Ended Commission File Number
March 31, 1997 33-81666
JUNO ACQUISITIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 13-3690905
(State of Other Jurisdiction of I.R.S. Employer
Incorporation or Organization) Identification No.
370 Lexington Avenue, 18th Floor, New York, New York 10017
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, Including Area Code (212) 687-4230
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 requirements 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 Sections 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
March 31, 1997)
<PAGE>
JUNO ACQUISITIONS, INC.
INDEX
PAGE
PART I FINANCIAL INFORMATION
ITEM 1 Consolidated Financial Statements
Consolidated Balance Sheet as of
March 31, 1997 (unaudited) and
December 31, 1996 3
Consolidated Statement of Operations
For the Three Months Ended March 31,
1997 and 1996 (unaudited) 4
Consolidated Statement of Stockholders'
Equity (unaudited) 5
Consolidated Statement of Cash Flows For
the Three Months Ended March 31, 1997
& 1996 (unaudited) 6
Notes to Consolidated Financial
Statements 7-9
ITEM 2 Management's Discussion and
Analysis of Results of Operations 10
<PAGE>3
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
ASSETS
March 31,
1997 December 31,
(UNAUDITED) 1996
CURRENT ASSETS
Cash (Note 1) $ 30,018 $ 70,188
Fixed Assets-Net of Depreciation (Note 1) 3,394 3,528
OTHER ASSETS
Organization Costs-Net of Amortization(Note 1) 82 113
-------- --------
TOTAL ASSETS $ 33,494 $ 73,829
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payables and Accrued Expenses $ 2,457 $ 3,911
Notes Payables (Note 2) -0- 29,375
------- --------
TOTAL LIABILITIES $ 2,457 $ 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 and outstanding at March 31, 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 (44,253) (34,747)
------ ------
TOTAL STOCKHOLDERS' EQUITY 31,037 40,543
------ ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 33,494 $ 73,829
====== ======
The accompanying notes are an integral part of this financial statement.
<PAGE>4
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
FOR THE PERIODS
January January November 16, 1992
1, to 1, to (Inception)
March 31, March 31, through
1997 1996 MARCH 31, 1997
INTEREST INCOME: $ -0- $ -0- $ -0-
-------- -------- --------
EXPENSES:
Corporation Franchise Taxes $ -0- $ -0- $ 2,090
Filing Fees 400 575 4,464
Depreciation & Amortization 165 31 894
Bank Charges -0- 75 1,311
Interest (Note 2) 691 438 5,193
Professional Fees 8,250 1,100 30,301
-------- -------- --------
Total Expenses 9,506 2,219 44,253
-------- -------- --------
NET LOSS $ (9,506) $ (2,219) $(44,253)
======== ======== ========
NET LOSS PER COMMON SHARE $( .01) $( .00)
======== ========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 813,590 800,000
======== ========
The accompanying notes are an integral part of this financial statement.
<PAGE>5
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
MARCH 31, 1997
(UNAUDITED)
Total
Additional Stock-
Common Paid-In Accumulated Holders
STOCK CAPITAL (DEFICIT) EQUITY
Issuance of Common Shares on
November 16, 1992 at par value
($.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-December 31, 1995 (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 (9,506) (9,506)
---- ------ ------ ------
Balance-March 31, 1997 $814 $ 74,476 $(44,253) $ 31,037
==== ====== ====== ======
The accompanying notes are an integral part of this financial statement.
<PAGE>6
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR THE PERIODS
January January November 16, 1992
1, to 1, to (Inception)
March 31, March 31, through
1997 1996 MARCH 31, 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $( 9,506) $(24,170) $(44,253)
Adjustments to reconcile net loss
to net cash used in operating
activities
Depreciation & Amortization 165 347 894
CHANGES IN ASSETS AND LIABILITIES:
Escrow Account -0- 45,000 -0-
Other Assets -0- -0- (619)
Other Liabilities (1,454) 4,900 6,832
----- ------ -----
Cash Provided (Used) in
Operations (10,795) 26,077 (37,146)
------ ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Fixed Assets -0- (3,751) (3,751)
------- ------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of Debt (29,375) -0- (4,375)
Issuance of Common Stock-
Net of Costs -0- 45,977 75,290
------ ------ ------
Net Cash Provided by (Used in)
Financing Activities (29,375) 45,977 70,915
------ ------ ------
NET INCREASE (DECREASE) IN
CASH (40,170) 68,303 30,018
CASH - BEGINNING 70,188 1,885 -0-
------ ------ ------
CASH - ENDING $30,018 $ 70,188 $ 30,018
====== ====== ======
The accompanying notes are an integral part of this financial statement.
<PAGE>7
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 the 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.
<PAGE>8
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(CONTINUED)
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.
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 to its officers 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 offer 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.
<PAGE>9
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(CONTINUED)
NOTE 4 - COMMITMENTS AND OTHER MATTERS
a. The Company currently utilizes the office of its President.
Pursuant to an oral agreement, these facilities are provided for rent free.
b. Certain conflicts of interest have existed and will continue to
exist between management, their affiliates and the Company. Management
have other interests including business interests to which they devote
their primary attention. Management may continue to do so not withstanding
the fact that management time should be devoted to the business of the
Company and in addition, management may negotiate an acquisition resulting
in a conflict of interest and possibly, a breach of directors' duty of
loyalty to the Company.
<PAGE>10
JUNO ACQUISITIONS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
MARCH 31, 1997
At March 31, 1997, the Company's cash balance amounted to $30,018
while current liabilities amounted to $2,457. These amounts reflect
repayment of the Company's loan.
For the current period ended March 31, 1997 as well as for the
previous period ended March 31, 1996, the Company had no operational
activities other than those relating to the public offering. The
continuation of the Company as a going concern are dependent upon the
Company's ability to obtain additional financing or have future profitable
operations.
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
- None
Item 5 OTHER INFORMATION - None
Item 6 EXHIBITS AND REPORTS ON FORM 8-K - None
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: GARY TAKATA
Gary Takata
President, Secretary and Director
Date: May 7, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
10-Q FOR THE PERIOD ENDED MARCH 31, 1997 FOR JUNO ACQUISITIONS, INC. AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
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<CURRENT-ASSETS> 30,018
<PP&E> 82
<DEPRECIATION> 3,394
<TOTAL-ASSETS> 33,494
<CURRENT-LIABILITIES> 2,457
<BONDS> 0
0
0
<COMMON> 814
<OTHER-SE> 30,223
<TOTAL-LIABILITY-AND-EQUITY> 33,494
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,506
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (9,506)
<INCOME-TAX> 0
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</TABLE>
