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: June 30, 2001
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 June 30, 2001, 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.
BALANCE SHEET
JUNE 30, 2001
(Unaudited)
ASSETS Year
Ended
June 30, Sept 30,
2001 2000
CURRENT ASSETS
CASH $0 0
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TOTAL CURRENT ASSETS 0 0
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TOTAL ASSETS 0 0
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LIABILITIES AND STOCKHOLDERS' EQUITY
========================= ======================
CURRENT LIABILITIES
ACCOUNTS PAYABLE 500 0
Due Shareholders 8,215 5,215
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TOTAL CURRENT LIABILITIES 13,215 5,215
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STOCKHOLDERS' EQUITY
COMMON STOCK 952,727 952,727
Deficit Accumulated during Development Stage (965,942) (957,942)
RETAINED EARNINGS - CURRENT YEAR 0
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TOTAL STOCKHOLDERS' EQUITY (13,215) (5,215)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0
========================= ======================
JNS Marketing, Inc.
STATEMENT OF OPERATIONS
FOR QUARTER ENDED JUNE 30
(Unaudited)
2001 2000
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REVENUES $0 $0
EXPENSES:
General & Administrative 5000 0
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Total Expenses 5000 0
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Loss from Operations 5000 0
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Earnings Before Income Tax (5000) 0
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Net Income (Loss) (5000) 0
============================= ============================
Net Loss Per Common Share 0 (.00)
Weighted Average Number of Shares 3,724,783 3,724,783*
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* Adjusted for dividend
JNS Marketing, Inc.
STATEMENT OF OPERATIONS
FOR NINE MONTH PERIOD ENDED JUNE 30
(Unaudited)
2001 2000
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REVENUES $0 $0
EXPENSES:
General & Administrative 8000 0
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Total Expenses 8,000 0
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Loss from Operations (8,000) 0
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Earnings Before Income Tax (8,000) 0
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Net Income (Loss) (8,000) 0
============================= ============================
Loss per share (.00) 0
Weighted Average Number of Shares 3,724,783 3,724,783*
============================= ============================
* Adjusted for dividend
JNS Marketing, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Nine months Nine months
ended June Ended June
30, 2001 30, 2000
(unaudited) (unaudited)
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Cash flows from operating activities
Net Income (loss) (8,000) 0
Change in assets and Liabilities:
Increase (decrease) in accounts
payable 0 0
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Net cash used by operating
activities (8,000) 0
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Cash flows from financing activities:
Proceeds received from issuance of
stock 0 0
Shareholder Loan (8,000) 0
Net cash provided by financing
activities 8,000 0
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Net increase in cash 0 0
Cash, beginning of period 0 871
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Cash, end of period $ 0 $ 871
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JNS MARKETING, INC.
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
June 30, 2001
Common Stock Deficit
Accumulated
During the
Development
# of Shares Amount Stage Totals
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Balance at September 30, 1999 3,781,455 $ 952,727 $(951,856) $ 871
Net Loss for year (6,086)
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Balances at September 30, 2000 3,781,455 952,727 (951,856) (5,215)
Net Loss (8,000)
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Balance at June 30, 2001 3,781,455 952,727 (965,942) (13,215)
===============================================================================
Item 2. Management's Discussion and Analysis or Plan of Operation.
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LIQUIDITY AND CAPITAL RESOURCES
The Company had $0 cash capital at the end of the period and current liabilities
exceeded current assets by $13,215. 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 June 30, 2001 compared to same
period in 2000.
- - ------------------------------------------------------------------------------
The Company had no revenue or operations for the period. The Company
incurred general and administrative expenses in the period in 2001 of $5,000 for
legal fees compared to none in 2000. The Company had loss on operations for the
period in 2001 of $(5,000) and none in the quarter in 2000.
Results of Operations for Nine Month Period Ended June 30, 2001 compared to same
period in 2000.
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The Company had no revenues or operations in the nine month period ended
June 30, 2001 The Company incurred $8,000 in general and administrative expenses
(legl and audit fees) in 2001 in the period compared to no expenses for the
period in 2000. The loss was ($8,000) in 2001 and $0 in 2000 in the nine month
period. The loss per share was nominal in the period in 2001 and none in the
period in 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 June 30, 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.
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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.
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(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.
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(Not applicable)
Item 4. Submission of Matters to a Vote of Security Holders.
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(Not applicable)
Item 5. Other Information.
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Changes in Control of Registrant
On July 25, 2001, Latino Management Corp. (Latino) entered into a contract with
the control shareholder, Walter Galdenzi, to purchase 3,270,000 shares of stock
of the Company, on or before August 31, 2001. Upon purchase, Latino intends to
make Latino Health Care Managment, Inc. a wholly owned subsidiary in a share
exchange.
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits
No exhibits as set forth in Regulation SB, are considered necessary for
this filing.
(b) Reports on Form 8-K
8-K dated July 27, 2001
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: August 22, 2001
/s/ Walter Galdenzi
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Walter Galdenzi, President