SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal year ended December 31, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission file number: 33-81666
JUNO ACQUISITIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA 13-3690905
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
370 Lexington Avenue, Suite 1808, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (212) 687-4230
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
TITLE OF EACH CLASS ON WHICH REGISTERED
________________________________ ______________________________
________________________________ ______________________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
_________________________________________________________________
(Title of class)
_________________________________________________________________
(Title of class)
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 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
<PAGE>
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to
the date of filings. (See definition of affiliate in Rule 405).
The aggregate market value of the voting stock held by non-affiliates of
the registrant is $50,000.00.
NOTE: If a determination as to whether a particular person or entity is
an affiliate cannot be made without involving unreasonable effort and
expense, the aggregate market value of the common stock held by non-
affiliates may be calculated on the basis of assumptions reasonable under
the circumstances, provided that the assumptions are set forth in this
form.
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 12, 13 or 15(d) of the Securities
Exchange 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
December 31, 1996)
<PAGE>
JUNO ACQUISITIONS, INC.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1996
INDEX PAGE
PART I
Item 1 Business 1
Item 2 Properties 1
Item 3 Legal Proceedings 1
Item 4 Submission of Matters to a Vote of
Security Holders 1
PART II
Item 5 Market for the Registrant's Securities
and Related Stockholder Matters 2
Item 6 Selected Financial Data 2
Item 7 Management's Discussion and Analysis
of Financial Condition and Results
of Operations 2
Item 8 Financial Statements and Supplementary
Data 3
Item 9 Disagreements on Accounting and
Financial Disclosure 3
PART III
Item 10 Directors and Executive Officers
of the Registrant 3
Item 11 Executive Compensation 4
Item 12 Security Ownership of Certain Beneficial
Owners and Management 5
Item 13 Certain Relationships and Related
Transactions 6
PART IV
Item 14 Exhibits, Financial Statement, Schedules
and Reports on Form 8-K 6
Signatures 14
<PAGE>1
PART 1
Item 1. Business
Juno Acquisitions, Inc. (the "Company") was incorporated on November 16,
1992 in the State of Nevada. The Company was formed to provide a vehicle
to acquire or merge with a business or company. 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 by its
president, Richard D. Jones, to develop an optoelectric drum input system.
A post-effective amendment to the registration statement of Juno
Acquisitions, Inc. was filed with the Securities and Exchange Commission on
March 29, 1996 and was declared effective on June 19, 1996.
Item 2. Properties
The Company at present has no real property and maintains an office at the
office of its President, Gary Takata, at 370 Lexington Avenue, Suite 1808,
New York, New York 10017.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
<PAGE>2
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
There is presently no market for the Company's securities.
Number of Shareholders - 45
Item 6. Selected Financial Data
1996 1995 1994
Income from Operations $ 0 $ 0 $ 0
Total Current Assets 70,188 46,885 10,381
Other Assets 3,641 237 14,788
Total Assets 73,829 47,122 25,169
Total Current Liabilities 33,286 761 721
Long-Term Liabilities 0 27,625 25,875
Dividends None None None
Total Stockholders Equity 40,543 18,736 (1,427)
Item 7. Management's Discussion and Analysis of Results of Operations
The Company's initial public offering was declared effective on
January 23, 1995. The Company offered a total of 8,000 Common Shares (par
value $.001 per share) at an offering price of $6.25 per Share, for an
aggregate $50,000. On July 24, 1995, the Company closed on 8,000 Shares
for a total gross proceeds of $50,000. Pursuant to Rule 419 of the
Securities Act of 1933, net proceeds of $45,000 together with all
securities issued by the Company were deposited in escrow pending the
consummation of an acquisition or merger and approved by not less than 80%
of the public shareholders.
On March 15, 1996, the Company entered into an Acquisition
Agreement to acquire 100% of the outstanding capital stock of Crijen Ltd.,
a business corporation organized under the laws of New Brunswick, Canada.
A post-effective amendment to the registration statement of Juno
Acquisitions, Inc. was filed with the Securities and Exchange Commission on
March 29, 1996 and was declared effective on June 19, 1996. All of the
public shareholders of the Company ratified their investment in the Company
and approved the acquisition of Crijen Ltd. Accordingly, the shares
deposited in the Rule 419 Escrow Account were released to the Company's
shareholders and the funds were released to the Company.
<PAGE>3
At December 31, 1996, the Company's current assets amounted to
$70,188, while current liabilities amounted to $33,286. In addition,
organization costs amounted to $113. The Company incurred expenses
including legal fees in the amount of $18,593 in connection with the Crijen
Ltd. acquisition. As of December 31, 1996, no income was generated by the
Crijen Ltd. subsidiary.
The Company accrued interest of $5,066 on outstanding loans in
the principal amount of $25,000. The loans and accrued interest of $30,066
were paid on March 11, 1997.
Item 8. Financial Statements
Attached
Item 9. Disagreements on Accounting and Financial Disclosures
None
PART III
Item 10. Directors and Executive Officers
The executive officer and director of the Company is as follows:
NAME AGE POSITION(S) HELD
Gary Takata 62 President, Secretary
370 Lexington Avenue, 19th Fl. and Director
New York, New York 10017
Gary Takata (age 62), has been the Company's President, Secretary and
Director since inception on November 16, 1992. Mr. Takata was president,
secretary-treasurer and director of Zeron Acquisition I, Inc., a Nevada
corporation (formerly Pilgrim Acquisition Corp.) from its inception on August
15, 1989 until his resignation on April 30, 1992. Zeron Acquisition I, Inc.
acquired Advanced Orthopedic Technologies, Inc. on April 30, 1992. Advanced
Orthopedic Technologies, Inc. is engaged in the business of providing
professional prosthetic and orthotic services to the general public. Mr.
Takata was also a principal founder of and has served as a Director of
Oncogene Science, Inc. from May, 1983 to the present, T-Cell Sciences, Inc.
from January, 1984 to July, 1986, Hollywood Way Pictures from April 15, 1986
to the present, IFF International (formerly Wellsway Ventures, Inc.) from
September 23, 1986 until September, 1987, and Global Venture Corporation from
May, 1986 to July, 1989. Global Venture Corporation, an inactive public
shell, acquired Pribilof Island Processors, Inc. located in the Bering Sea on
<PAGE>4
July 26, 1989. Pribilof Island Processors, Inc. is a processor of crabs and
fish. From April, 1988 until December, 1989, Mr. Takata was a principal
founder of and had served as a Director of Telor Ophthalmic Pharmaceutical
Inc., a Delaware company engaged in drug development for eye disorders. From
March 6, 1992 to the present, Mr. Takata has also been the president,
secretary-treasurer and director of Zeron Acquisitions II, Inc., a "blank
check" company incoporated under the laws of the State of Nevada on March 6,
1992. From March 6, 1992 to the present, Mr. Takata has also been the
president, secretary-treasurer and director of Jupiter Acquisitions, Inc., a
"blank check" company incorporated under the laws of the State of Nevada on
March 6, 1992. From June 15, 1992 until his resignation in Janauary, 1994,
Mr. Takata has also been the president, secretary-treasurer and director of
Vista Technologies, Inc. (formerly Mercury Acquisitions, Inc.). Since
December, 1992 to August 30, 1993, Mr. Takata was also a director and 50%
shareholder of The S.I.N.C.L.A.R.E. Group, Inc. (formerly Third Lloyd
Funding, Inc.), a company incorporated under the laws of the State of New
York on August 20, 1990. From November 16, 1992 to the present, Mr. Takata
has also been the president, secretary and director of Neptune Acquisitions,
Inc., Saturn Acquisitions, Inc., Athena Acquisitions, Inc., and Mars
Acquisitions, Inc., "blank check" companies incorporated under the laws of
the State of Nevada on November 16, 1992.
Mr. Takata was a Director of Medi-RX America, Inc. from March, 1986 to
February, 1988, and Neurotech Corporation from June, 1986 to May, 1988. From
January, 1984 to August, 1986, Mr. Takata was a partner of Seed Equities, a
partnership engaged in venture capital. Previously, Mr. Takata was employed
at Philips Appel & Walden, Inc. (member New York Stock Exchange) from 1961 to
1983. He received a BBA in 1956 and an MBA (with distinction) from the
University of Michigan in 1958. Mr. Takata is engaged in other activities
and will devote at least 10 hours per month to the activities of the Company.
In addition to the time to be devoted by Mr. Takata to the Company, Mr.
Takata has agreed to devote 150 hours of his time to the affairs of other
companies of which he is an officer and director.
Item 11. Executive Compensation
The sole officer and director of the Company will be reimbursed for
expenses not related to its public offering, if any, incurred on behalf of
the Company. No remuneration has been paid to date. There are no employment
agreements contemplated for the services of the Company's officer and
director.
<PAGE>5
Item 12. Management's Remuneration and Transactions
a. Security Ownership of Certain Beneficial Owners
The following table sets forth the number and percentage, as of
December 31, 1996 of the Company's Common Shares owned of record and
beneficially by each person owning more than 5% of such Common Shares and by
all officers and directors, as a group. Each of these persons may be deemed
a parent and promoter as those terms are defined in the Act.
Name of Amount & Nature
Beneficial of Beneficial Percentage
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
Common Gary Takata 395,500 48.61%
One World Capital
Partners Limited 395,500 48.61%
Steven A. Sanders 1,000 .12%
Richard D. Jones 3,500 .43%
Argossy Ltd. 10,090 1.24%
b. Security Ownership of Management
Gary Takata 395,500 48.61%
All Officers and
Directors as a
Group (1) as of
December 31,
1996 396,500 48.61%
<PAGE>6
Item 13. Certain Relationships and Related Transactions
(1) On March 15, 1996, the Company entered into an Acquisition
Agreement to acquire 100% of the outstanding capital stock of Crijen Ltd., a
business corporation organized under the laws of New Brunswick, Canada. A
post-effective amendment to the registration statement of Juno Acquisitions,
Inc. was filed with the Securities and Exchange Commission on March 29, 1996
and was declared effective on June 19, 1996. One hundred percent (100%) of
the public shareholders of the Company ratified their investment in the
Company and approved the acquisition of Crijen Ltd. Accordingly, the shares
deposited in the Rule 419 Escrow Account were released to the Company's
shareholders and the funds were released to the Company.
(2) Pursuant to the Acquisition Agreement, the Company issued
3,500 restricted shares of Common Stock to Richard D. Jones, president and
director of Crijen Ltd., in exchange for one share of Crijen common stock.
Richard D. Jones is the brother of Louise Jones Takata. Louise Jones Takata
is the wife of Gary Takata, the Company's President and Director.
(3) Pursuant to the Acquisition Agreement, the Company issued
10,090 restricted shares of Common Stock to Argossy Ltd., a Bermuda
corporation, in exchange for 9,000 shares of Crijen Class A Preferred Stock.
(4) Pursuant to oral agreement, the Company currently utilizes
the office of its President, Secretary and Director, Gary Takata, at 370
Lexington Avenue, Suite 1808, New York, New York 10017, rent-free.
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports
on Form 8-K
(1) Form 8-K dated November 19, 1996 is hereby incorporated by
reference.
(2) Form 8-K dated January 23, 1997 is hereby incorporated by
reference.
(3) Form 8-K dated March 6, 1997 is hereby incorporated by
reference.
<PAGE>7
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Juno Acquisitions, Inc.
370 Lexington Avenue, 19th Floor
New York, New York 10017
We have audited the accompanying balance sheet of Juno Acquisitions,
Inc. as of December 31, 1996 and the related statements of operations,
stockholders' equity and cash flows for the year then ended and the 1996
amounts included in the cumulative period November 16, 1992 (inception)
through December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
balance sheet of Juno Acquisitions, Inc. as of December 31, 1995 and the
related statements of operations, stockholders' equity and cash flows for
the years ended December 31, 1995 and 1994 and the November 16, 1992
(inception) through December 31, 1995 amounts included in the cumulative
period November 16, 1992 (inception) through December 31, 1996 were audited
by another auditor whose report dated February 11, 1996 expressed an
unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Juno
Acquisitions, Inc. as of December 31, 1996, and the results of its
operations and cash flows for year then ended, in conformity with generally
accepted accounting principles.
Respectfully submitted,
MAYER RISPLER & COMPANY, P.C.
Mayer Rispler & Company, P.C.
Certified Public Accountants
March 31, 1997
Brooklyn, New York
<PAGE>8
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
ASSETS
December 31,
1996 1995
CURRENT ASSETS
Cash (Note 1) $ 70,188 $ 1,885
Cash - Escrow (Note 3) -0- 45,000
________ ________
Total Current Assets $ 70,188 $ 46,885
Fixed Assets-Net of Depreciation (Note 1) 3,528 -0-
OTHER ASSETS
Organization Costs-Net of
Amortization (Note 1) 113 237
________ ________
TOTAL ASSETS $ 73,829 $ 47,122
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payables and Accrued Expenses $ 3,911 $ 761
Notes Payables (Note 2) 29,375 -0-
________ ________
Total Current Liabilities $ 33,286 $ 761
Notes Payable (Note 2) -0- 27,625
________ ________
TOTAL LIABILITIES $ 33,286 $ 28,386
________ ________
Commitments and Other Matters (Note 4)
STOCKHOLDERS' EQUITY (Note 3)
Common Stock, par value $.001; authorized
75,000,000 shares, 813,590 & 800,000 shares
issued and outstanding at December 31, 1996
and 1995, respectively 814 800
Preferred Stock, par value $.001 authorized
15,000,000 shares, none issued and outstanding -0- -0-
Additional Paid-In Capital 74,476 28,513
Deficit Accumulated During Development Stage (34,747) (10,577)
______ ______
TOTAL STOCKHOLDERS' EQUITY 40,543 18,736
______ ______
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 73,829 $ 47,122
====== ======
The accompanying notes are an integral part of this financial statement.
<PAGE>9
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31,
November 16, 1992
(Inception)
through
1996 1995 1994 DECEMBER 31, 1996
INCOME: $ -0- $ -0- $ -0- $ -0-
-------- -------- -------- --------
EXPENSES:
Corporation Franchise
Taxes $ 688 $ 704 $ 269 $ 2,090
Filing Fees 2,550 1,278 85 4,064
Depreciation & Amortization 347 124 124 729
Bank Charges 242 386 71 1,311
Interest (Note 2) 1,750 1,750 1,002 4,502
Professional Fees 18,593 2,908 550 22,051
-------- -------- -------- --------
Total Expenses 24,170 7,150 2,101 34,747
-------- -------- -------- --------
NET LOSS $(24,170) $ (7,150) $ (2,101) $(34,747)
======== ======== ======== ========
NET LOSS PER COMMON
SHARE $( .30) $( .01) $( .00)
======== ======== ========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 806,181 796,000 792,000
======== ======== ========
The accompanying notes are an integral part of this financial statement.
<PAGE>10
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Total
Stock-
Common Additional Accumulated Holders
Stock Paid-In Capital (Deficit) Equity
Issuance of Common
Shares on November
16, 1992 at par value
($.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
====== ======== ======== ========
The accompanying notes are an integral part of this financial statement.
<PAGE>11
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
November 16, 1992
(Inception)
through
1996 1995 1994 DECEMBER 31, 1996
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(24,170) $( 7,150) $( 2,101) $( 34,747)
Adjustments to reconcile
net loss to net cash
used in operating
activities
Depreciation &
Amortization 347 124 124 729
CHANGES IN ASSETS AND
LIABILITIES:
Escrow Account 45,000 (45,000) -0- -0-
Other Assets -0- 14,427 (14,427) (619)
Other Liabilities 4,900 1,790 1,596 8,286
------ ------ ------ ------
Cash Provided (Used) in
Operations 26,077 (35,809) (14,808) (26,351)
------ ------ ------ ------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of Fixed
Assets (3,751) -0- -0- (3,751)
------ ------ ------ ------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of Debt -0- -0- 25,000 25,000
Issuance of Common Stock-
Net of Costs 45,977 27,313 25,000 100,290
------ ------ ------ -------
NET INCREASE (DECREASE)
IN CASH 68,303 (8,496) 10,192 70,188
CASH - BEGINNING 1,885 10,381 189 -0-
------ ------ ------ ------
CASH - ENDING $ 70,188 $ 1,885 $ 10,381 $70,188
======== ======== ======== =======
The accompanying notes are an integral part of this financial statement.
<PAGE>12
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
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.
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.
<PAGE>13
JUNO ACQUISITIONS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STTEMENTS
DECEMBER 31, 1996
(CONTINUED)
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.
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>14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
JUNO ACQUISITIONS, INC.
(Registrant)
By: GARY TAKATA
Gary Takata
President, Secretary-Treasurer
and Director
Date: April 9, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicates.
By: GARY TAKATA
Gary Takata
President, Secretary-Treasurer
and Director
Date: April 9, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
10-K FOR THE PERIOD ENDED DECEMBER 31, 1996 FOR JUNO ACQUISITIONS, INC.
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 70,188
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 70,188
<PP&E> 113
<DEPRECIATION> 3,528
<TOTAL-ASSETS> 73,829
<CURRENT-LIABILITIES> 33,286
<BONDS> 0
0
0
<COMMON> 814
<OTHER-SE> 39,729
<TOTAL-LIABILITY-AND-EQUITY> 73,829
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 24,170
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (24,170)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (24,170)
<EPS-PRIMARY> (.30)
<EPS-DILUTED> (.30)
</TABLE>
