SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended: December 31, 2000
Commission file number 0-13215
JNS MARKETING. INC.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-0940146
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(State or other jurisdiction of (I.R.S. Employer incorporation
or organization) Identification No.)
10200 W. 44th Avenue, Suite 400, Wheat Ridge, CO 80033
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Address of principal executive offices)
(303) 422-8127
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(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 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 X No
As of December 31, 2000, 3,724,783 shares of common stock were outstanding.
Transitional Small Business Disclosure Format: Yes No X
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
For financial information, please see the financial statements and the
notes thereto, attached hereto and incorporated herein by this reference.
The financial statements have been prepared by JNS Marketing, Inc.
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted as allowed by such rules
and regulations, and management believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
include all of the adjustments which, in the opinion of management, are
necessary to a fair presentation of financial position and results of
operations. All such adjustments are of a normal and recurring nature. These
financial statements should be read in conjunction with the audited financial
statements at December 31, 2000, included in the Company's Form 10-KSB.
Financial Statements
JNS MARKETING, INC.
(A Development Stage Company)
BALANCE SHEET
2000 1999
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ASSETS:
Current Assets:
Cash $ - $ 871
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Total Current Assets - 871
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TOTAL ASSETS $ - $ 871
================ =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued expenses $ 8,215 $ -
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Total Current Liabilities 8,215 -
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Stockholders' Equity (Deficit):
Common stock, no par value; 50,000,000
shares authorized; 3,781,455 shares issued
and outstanding at September 30, 2000 and 1999, respectively 952,727 952,727
Deficit accumulated during the development stage (960,942) (951,856)
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Total Stockholders' Equity (Deficit) (8,215) 871
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ - $ 871
================ =============
The accompanying notes are an integral part of these financial statements.
JNS MARKETING, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
July 15, 1983
Three Months Ended (Inception) through
December 31, December 31,
2000 1999 2000
---- ---- ----
REVENUES: $ - $ - $ 24,175
OPERATING EXPENSES:
Sales and marketing - - -
General and administrative 3,000 - 684,424
------ ------ -------
Total Operating Expenses 3,000 - 684,424
------ ------ -------
Net Loss from Operations (3,000) - (660,249)
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Other Income and expenses:
Interest income - - 166,403
Interest expense - - (68,108)
Other - - (398,988)
------ ------ -------
- - (300,693)
------ ------ -------
Net Loss $ (3,000) $ - $ (960,942)
====== ====== =======
Weighted average number of
shares outstanding 3,781,455 3,781,455
========= =========
Basic and diluted net loss per share $ (0.001) $ -
========= =========
The accompanying notes are an integral part of these financial statements.
JNS MARKETING, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
July 15, 1983
Three Months Ended (Inception) to
December 31, December 31,
2000 1999 2000
---- ---- ----
Cash Flows From Operating Activities:
Net (Loss) $ (3,000) $ - $(960,942)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization - - 98,818
Stock issued for services and inventory - - 19,000
Forgiveness of indebtedness - - (99,686)
Loss on investments - - 476,583
Bad debts - - 20,000
Abandonment of partnership interest - - 18,600
Changes in assets and liabilities:
Increase in accounts payables and accrued expenses 3,000 - 8,215
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3,000 - 541,530
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Net Cash Used in Operating Activities - - (419,412)
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Cash Flow From Financing Activities:
Proceeds from notes payable - - 146,290
Advances from shareholders - - 9,250
Repayment of notes payable - - (12,000)
Proceeds from the issuance of common shares - - 325,737
Payment for cancellation of stock - - (49,865)
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Net Cash Provided By Financing Activites - - 419,412
------- ----- --------
Increase (Decrease) in Cash - - -
Cash and Cash Equivalents - Beginning of period - - -
------- ----- --------
Cash and Cash Equivalents - End of period $ - $ - $ -
======= ===== ========
Supplemental Cash Flow Information:
Cash paid during period for:
Interest paid $ - $ - $ 68,108
======= ===== ========
Taxes paid $ - $ - $ -
======= ===== ========
Non-cash
The accompanying notes are an integral part of these financial statements.
JNS MARKETING, INC.
( A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
During the
Common Stock Development
Shares Amount Stage Totals
------ ------ ----- ------
Balance - September 30, 1999 3,781,455 952,727 (951,856) 871
Net loss for year - - (6,086) (6,086)
--------- -------- -------- -------
Balance - September 30, 2000 3,781,455 952,727 (957,942) (5,215)
Net loss for period - - (3,000) (3,000)
--------- -------- -------- --------
Balance - December 31, 2000 3,781,455 $952,727 $ (960,942) $ (8,215)
The accompanying notes are an integral part of these financial statements.
JNS MARKETING, INC.
Notes to Condensed Consolidated Financial Statements
Note A - Organization and Business
JNS MARKETING, INC> (the "Company") was incorporated in Colorado on July 15,
1983. The Company was organized to search for and obtain, on a buyout basis or a
right-to-market basis, products that will be sold to the general public
primarily throughout the television media; and to engage in any activity or
business not in conflict with the laws of the State of Colorado or of the United
States of America.
The accompanying unaudited condensed financial statements have been prepared in
accordance with the instructions to Form 10-QSB and do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all material
adjustments, consisting of only normal recurring adjustments considered
necessary for a fair presentation, have been included. These statements should
be read in con-junction with the financial statements and notes thereto
included in the Company's Form 10-KSB for the year ended September 30, 2000.
The results of operations for the three months ended December 31, 2000, are not
necessarily indicative of the results for the remainder of fiscal 2001.
Note B - Earnings (Loss) Per Share
Basic earnings (loss) per share of common stock are computed using the weighted
average number of shares outstanding during each period plus common equivalent
shares (in periods in which they have a dilutive effect.)
Item 2. Management's Discussion and Analysis or Plan of Operation.
- - ------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
The Company had $0 cash capital at the end of the period and current liabilities
exceeded current assets by $8,215. The Company will be forced to either borrow
or make private placements of stock in order to fund operations. No assurance
exists as to the ability to achieve loans or make private placements of stock.
Results of Operations for the Quarter Ended December 31, 2000
- - ----------------------------------------------------------
The Company had no revenue or operations for the period. The Company
incurred $3,000 in general and administrative expenses in the period in 2000 as
compared to no general and administration expenses in the same period in 1999.
The Company had a loss on operations for the period in 2000 of ($3,000) as
compared to no loss in the period in 1999. The net loss was ($3,000) in the
period in 2000 compared to no gain or loss in the period in 1999. The loss per
share in the quarter in 2000 was nominal, compared to no gain or loss in the
quarter in 1999.
Results of Operations for the Nine Month Period Ended June 30, 2000
- -------------------------------------------------------------------
The trend of operating losses can be expected to continue until and unless
the company acquires or merges with a profitable business.
(a) Plan of Operation. JNS Marketing, Inc. (the "Company") intends to
seek to acquire assets or shares of an entity actively engaged in business which
generates revenues, in exchange for its securities. The Company has no
particular acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. As of the date of this report, the Company has no
plans, arrangements, understandings or commitments with respect to any potential
merger or acquisition, nor is the Company engaged in negotiations with respect
to such matter.
If required to so do under relevant law, management of the Company will
seek shareholder approval of a proposed merger or acquisition via a Proxy
Statement. However, such approval would be assured where management supports
such a business transaction because management presently controls sufficient
shares of the Company to effectuate a positive vote on the proposed transaction.
Further, a prospective transaction may be structured so that shareholder
approval is not required, and such a transaction may be effectuated by the Board
of Directors without shareholder approval. While any disclosure which may be
provided to shareholders may include audited financial statements of such a
target entity, there is no assurance that such audited financial statements will
be available. The Board of Directors does intend to obtain certain assurances of
value of the target entity assets prior to consummating such a transaction, with
further assurances that an audited statement would be provided within 60 days
after closing of such a transaction. Closing documents relative thereto will
include representations that the value of the assets conveyed to or otherwise so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.
(b) Liquidity and Capital Resources. At December 31, 2000, the Company had
minimal cash or other assets with which to conduct operations. There can be no
assurance that the Company will be able to complete its business plan and to
exploit fully any business opportunity that management may be able to locate on
behalf of the Company. Due to the lack of a specified business opportunity, the
Company is unable to predict the period for which it can conduct operations.
Accordingly, the Company will need to seek additional financing through loans,
the sale and issuance of additional debt and/or equity securities, or other
financing arrangements. Management of the Company and its counsel have advised
that they will pay certain costs and expenses of the Company from their personal
funds as interest free loans in order to facilitate development of the Company's
business plan. Management believes that the Company has inadequate working
capital to pursue any operations at this time; however, loans to the Company
from management and its counsel may facilitate development of the business plan.
For the foreseeable future, the Company through its management and counsel
intend to pursue acquisitions as a means to develop the Company. The Company
does not intend to pay dividends in the foreseeable future. As of the end of the
reporting period, the Company had no material cash or cash equivalents. There
was no significant change in working capital during this quarter.
PART II--OTHER INFORMATION
Item 1. Legal Proceedings.
- - --------------------------
There are no pending legal proceedings, and the Company is not aware of any
threatened legal proceedings, to which the Company is a party or to which its
property is subject.
Item 2. Changes in Securities.
- - ------------------------------
(a) There have been no material modifications in any of the instruments
defining the rights of the holders of any of the Company's registered
securities.
(b) None of the rights evidenced by any class of the Company's
registered securities have been materially limited or qualified by the issuance
or modification of any other class of the Company's securities.
Item 3. Defaults Upon Senior Securities.
- - ----------------------------------------
(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
- - ------------------------------------------------------------
(Not applicable)
Item 5. Other Information.
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(Not applicable)
Item 6. Exhibits and Reports on Form 8-K.
- - -----------------------------------------
(a) Exhibits
No exhibits as set forth in Regulation SB, are considered necessary for
this filing.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for which this
report is filed.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
JNS MARKETING, INC.
Date: March 1, 2001
/s/ Walter Galdenzi
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Walter Galdenzi, President