UNITED STATES
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
_ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 0-12023
LEVEL JUMP FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3243555
(State of Incorporation) (IRS Employer Identification No.)
4550 Post Oak Place, Suite 175
Houston, Texas 77027
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (713) 961-4004
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 ___
As of August 14, 2001, 9,358,250 shares of Common Stock were issued and
outstanding.
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PART I - FINANCIAL STATEMENTS
Item 1: Financial Statements
Consolidated Balance Sheet F-1
Consolidated Statements of Operations F-3
Consolidated Statements of Shareholders' Equity F-4
Consolidated Statements of Cash Flows F-5
Notes to Financial Statements F-6
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<Table>
<Caption>
LEVEL JUMP FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
- --------------------------------------------------------------------------------------------------
June 30, 2001 June 30, 2000
- --------------------------------------------------------------------------------------------------
ASSETS
Current
Cash and Cash Equivalents $ 19,982 $ 436,467
Deposits with Clearing Broker 382,700 336,589
Receivable from Clearing Broker 132,501 56,982
Accounts Receivable, net of allowances 0 196,505
Investments in Marketable Securities (at FMV) 80,722 47,867
Prepaid Expenses and Deposits 37,878 94,105
Note Receivable 40,000 0
Deferred Income Taxes 0 85,405
Due from Related Parties 1,779 42,262
- --------------------------------------------------------------------------------------------------
Total 695,562 1,296,182
Investments in Marketable Securities 254,321 240,799
Fixed Assets 119,537 239,588
Deferred Income Taxes 0 16,980
Not Receivable (Long-Term Portion) 80,000 0
Goodwill 286,546 329,957
- -------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 1,435,966 $ 2,123,506
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F - 1
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<Table>
<Caption>
LEVEL JUMP FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
- -----------------------------------------------------------------------------------------------------------
June 30, 2001 June 30, 2000
- -----------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current
Payable to Clearing Broker $ 128,454 $ 146,019
Securities Sold. Not Yet Purchased, at Market Value 135,494 53,182
Accounts Payable 16,175 125,427
Accrued Liabilities 77,723 29,594
Bank Loan 0 300,000
Obligations Under Capital Lease 0 12,226
Deferred Income Taxes 0 17,971
Deferred Revenues 0 2,000
Due to Related Parties 465,902 0
Income Taxes Payable 0 579,216
Note Payable 141,320 0
- -----------------------------------------------------------------------------------------------------------
Total 965,068 1,265,635
Deferred Lease Inducements 0 5,299
Obligations Under Capital Lease 0 69,440
- -----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 965,068 1,340,374
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STOCKHOLDERS' EQUITY
Preferred Shares, Class A 0 0
Preferred Shares, Class B 0 0
Preferred Shares, Class C 580,000 0
Redeemable Preferred Shares 0 0
Common Shares 23,346 20,624
Capital in Excess of Par Value 847,458 708,116
Retained Earnings (1,081,098) 203,269
Accumulated Other Comprehensive Income 101,192 (148,877)
- -----------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 470,898 783,132
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TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,435,966 $ 2,123,506
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</Table>
F - 2
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<Table>
<Caption>
LEVEL JUMP FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Periods
(Unaudited)
- ----------------------------------------------------------------------------------------------------------------------
April 1, 2001 to January 1, 2001 April 1, 2000 to January 1, 2000
June 30, 2001 to June 30, 2001 June 30, 2000 to June 30, 2000
- ----------------------------------------------------------------------------------------------------------------------
REVENUES
Commission $ 28,572 $ 167,881 $ 40,768 $ 40,768
Trading 94,986 225,615 135,375 135,375
Interest 1,464 1,970 0 0
Consulting Fee Income
Commission - Brokerage 263,281 263,281 0 0
Investment Banking 0 0 0 98,715
Investor Relations 0 0 33,832 50,719
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Total 388,303 658,747 209,975 325,577
Cost of Revenues (145,854) (236,268) (82,645) (199,631)
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GROSS PROFIT 242,449 422,479 127,330 125,946
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OPERATING EXPENSES
Sales and Marketing 0 50,000 26,259 90,766
Product Development 0 0 0 0
General and Administrative 107,738 159,020 605,008 1,198,311
Amortization of Goodwill 4,341 8,683 17,366 17,366
Management Compensation 63,511 155,876 0 0
- ----------------------------------------------------------------------------------------------------------------------
Total Operating Expenses 175,590 373,579 648,633 1,306,443
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Income (Loss) from Operations 66,859 48,900 (521,303) (1,180,497)
Investment Income, Net 0 0 276,217 845,464
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Income (Loss) Before Income Taxes 66,859 48,900 (245,086) (335,033)
Provision (Recovery) for Income
Taxes 0 0 13,904 (19,951)
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NET INCOME 66,859 48,900 (258,990) (315,082)
Other Comprehensive Income Net of
Income Taxes:
Unrealized Holding Gains
(Losses) 125,357 (23,602) 0 0
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COMPREHENSIVE INCOME
(LOSS) $ 192,216 $ 25,298 $ (258,990) $ (315,082)
- ----------------------------------------------------------------------------------------------------------------------
Basic Earnings (Loss) per Share $ 0.020 $ 0.002 $ (0.03) $ (0.04)
Diluted Earnings (Loss) per Share $ 0.020 0.002 (0.03) (0.04)
Shares Used in per Share Calculation
- Basic 9,338,000 9,338,000 8,222,643 8,110,214
Shares Used in per Share Calculation
- Diluted 9,770,784 9,770,784 8,682,284 8,682,284
</Table>
F - 3
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<Table>
<Caption>
LEVEL JUMP FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Periods
(Unaudited)
- ----------------------------------------------------------------------------------------------------------------
January 1, January 1,
2001 to June 2000 to June
30, 2001 30, 2000
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) from Operations $ 48,900 $ (258,990)
Adjustments to Reconcile Net Income (Loss) to Net Cash
Provided by (Used in) Operations
Depreciation, Amortization 32,761 29,570
Bad Debts 0 0
Deferred Income Taxes 0 13,904
Realized Capital Gains 135,029 (260,319)
Fees Satisfied by Securities 0 0
Consulting and Compensation Expenses Satisfied by
Securities 56,000 52,612
Changes in Assets and Liabilities, Net of Business
Combination
Deposits with Clearing Broker (25,427) (324,716)
Receivable from Clearing Broker (120,243) (56,982)
Investments in Marketable Securities 0 (134,082)
Accounts Receivable, Net 0 (11,423)
Prepaid Expenses and Deposits (7,597) 27,415
Payable to Clearing Broker (129,109) 146,019
Securities Sold Not Yet Purchased, at Market Value 127,413 53,182
Accounts Payable (47,046) 13,598
Accrued Liabilities 65,744 (72,196)
Deferred Revenues (10,000) (15,084)
Income Taxes 0 12,034
Deferred Lease Inducements (1,708) (1,756)
- ----------------------------------------------------------------------------------------------------------------
NET CASH (USED BY) OPERATING ACTIVITIES 124,717 (787,214)
- ----------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Due from Related Parties (1,779) 176,254
Purchases of Fixed Assets 0 (57,243)
Purchases of Marketable Securities 0 (3,300)
Purchase of Not Readily Marketable Securities (254,321)
Acquisition of Southland Securities Corporation 0 (150,000)
Proceeds from Sale of Marketable Securities 142,386 554,167
- ----------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED (USED) BY INVESTING
ACTIVITIES (113,714) 519,878
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</Table>
F - 4
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<Table>
<Caption>
LEVEL JUMP FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Periods
(Unaudited)
- -------------------------------------------------------------------------------------------------------------
January 1, January 1,
2001 to June 2000 to June
30, 2001 30, 2000
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Due to Related Parties $ 433,957 $ 0
Increase in Note Receivable (120,000) 0
Repayment of Bank Loan (433,957) 0
Repayment of Obligations Under Capital Lease (87,994) (4,231)
Proceeds from Issuance of Common Stock 1,400 178,000
Proceeds from Increase in Par Value in Excess of Capital 54,600 120,000
Proceeds from Loan 141,320 0
Payment Against Bank Draft 0 (55)
- ------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES (10,674) 293,714
- ------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQIVALENTS DURING THE PERIOD 329 26,378
CASH AND CASH EQUIVALENTS - BEGINNING 19,653 410,089
- ------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS - ENDING $ 19,982 $ 436,467
- ------------------------------------------------------------------------------------------------------------
</Table>
F - 5
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LEVEL JUMP FINANCIAL GROUP
FOOTNOTES
June 30, 2001 Quarterly
- -------------------------------------------------------------------------------
NOTE 1 - GENERAL
The accompanying unaudited consolidated financial statements have been
prepared in conformity with the accounting principles stated in the
audited financial statements for the year ended December 31, 2000 and
reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of the financial position as of June 30,
2001 and the results of operations for the periods presented. These
statements have not been audited by the Company's independent certified
public accountants. The operating results for the interim periods are
not necessarily indicative of results for the full fiscal year.
The notes to the consolidated financial statements appearing in the
Company's Annual Report as filed on SEC Form 10-SB for the years ended
December 31, 2000 and 1999 should be read in conjunction with this
Quarterly Report on Form 10-QSB.
NOTE 2 - NOTE RECEIVABLE
Note dated May 10, 2001 due May 10, 2004 with interest at 6%, payable
in installments.
NOTE 3 - LOAN PAYABLE
During the quarter ending June 30, 2001, the Company issued a
Promissory Note for $45,729.76 payable to the order of Martin R.
Nathan, Trustee. The note is unsecured and bears an annual interest
rate of 12%. The note is due and payable in full on or before April 15,
2002. The note also grants an option to purchase up to 100,000 shares
of common stock in Cavallo, Inc. at the rate of $0.25 per share. The
option expires April 15, 2004.
In May, 2001, the Company acted as an advisor to the purchaser and
seller in a transaction. For these services the Company was to receive
2,776,000 and 400,000 shares of OKTI and such shares were to be
"free-trading". The shares had an agreed upon value of $0.01 per share.
In May, 2001, the Company entered into a consulting agreement with
Pardo Investors, Inc. For this agreement the Company is to receive
100,000 fully paid and non-assessable common shares of Cirus Telecom,
Inc. (restricted pursuant to SEC Rule 144).
F - 6
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LEVEL JUMP FINANCIAL GROUP
FOOTNOTES
June 30, 2001 Quarterly
- --------------------------------------------------------------------------------
NOTE 4 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS No. 109") "Accounting For Income
Taxes," which requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets
and liabilities are computed annually from differences between the
financial statement and income tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on
enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized. Income tax expense is
the tax payable or refundable for the period, plus or minus the change
during the period in deferred tax assets and liabilities. There was no
cumulative effect of adoption or current effect in continuing
operations mainly because the Company has accumulated a net operating
loss of $799,113, which expires by 2015. The Company has made no
provision for a deferred tax asset due to the net operating loss
carry-forward because a valuation allowance has been provided which is
equal to the deferred tax asset. It cannot be determined at this time
that a deferred tax asset is more likely than not to be realized.
NOTE 5 - OTHER
On January 5, 2001, the Company issued 500,000 common shares for
services valued at $50,000.
On February 5, 2001, the Board of Directors of the Company sold a
controlling interest in the Company to a third party. As part of the
sale agreement, the existing board of directors resigned and was
replaced be a new board of directors appointed by the third party.
On March 31, 2001, the Company received from Cynet, Inc. a stock
purchase warrant for the right to purchase 800,000 shares of warrant
stock at $0.20 per share. The term is 10 years.
F - 7
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Item 2: Management's Discussion and Analysis of Financial Condition
Forward-Looking Statements
When used in this Form 10-QSB and in future filings by Level Jump with
the Securities and Exchange Commission, the words or phrases "will likely
result," "management expects," "Level Jump expects," "will continue," "is
anticipated," or similar expression are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Readers are cautioned not to place undue reliance on any such
forward-looking statements, each of which speak only as of the date made. These
statements are subject to risks and uncertainties, some of which are described
below. Actual results may differ materially from historical earnings and those
presently anticipated or projected. Level Jump has no obligation to publicly
release the results of any revisions that may be made to any forward-looking
statements to reflect anticipated events or circumstances occurring after the
date of such statements.
Introduction
During the fiscal year ending December 31, 2000, Level Jump took a
number of steps to reorganize itself and dispose of assets that were either
non-performing or were loss making operations. These actions included the sale
of thestockpage.com, an investor relations subsidiary, conversion of $611,595 in
related party debts to Class C Preferred Stock, termination of certain
employment agreements, the cancellation of the Class A Preferred Stock and the
Class B Preferred Stock and the termination of certain other agreements relating
to the capital structure of Level Jump.
As a result of these changes, the only operating subsidiary of Level
Jump was its brokerage business located in New York and operating under the name
of BNJ. BNJ is a registered broker-dealer, subject to the NASD.
The financial statements have been prepared in accordance with
generally accepted accounting principles for broker-dealers. The sale of
thestockpage.com has been accounted for as a discontinued operation. The
subsidiaries other than BNJ are being wound up.
2
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Also, during fiscal year 2000, the former controlling shareholders
contracted to sell their controlling interest in Level Jump to Jacob
International Inc. This transaction was consummated in February 2001, and new
management was installed at that time. Since the change of control, new
management has introduced new business activities.
Level Jump has introduced management consulting services including
investment banking and financial consulting to its business activities since the
change in management, primarily to small business corporations and entities
regarding funding, market operations, mergers and acquisitions. Revenues for BNJ
for the quarter have been accounted for as "commission" and "trading" and
"interest" on the consolidated statements of operations. Revenues for consulting
services rendered by Level Jump for the quarter have been accounted for as
"commission-brokerage" on the consolidated statements of operations because such
commissions derived from services rendered and are not for continuing services
(which will be accounted for as fees)
Quarter ended June 30, 2001 compared to quarter ended June 30, 2000
Consolidated revenues for the six months ended June 30, 2001 were
$658,747, compared to $325,577 for the corresponding period ended June 30, 2000.
For the quarter ended June 30, 2001, Level Jump revenues were greatly improved
over the recent prior periods by an increase in the Level Jump "commission -
brokerage" income from its consulting services and from "trading revenues" of
BNJ. Although Level Jump will seek to sustain this level of brokerage income and
improve it as well as to improve the revenues from other sources, the overall
economic climate of the United States, the general downturn in the securities
business and the World Trade Center disaster may impede or prevent the efforts.
There can be no assurance that Level Jump will be profitable.
Level Jump plans to continue to focus its management consulting
services to development stage (micro- and small-cap) corporations and its
brokerage business on the micro- and small-cap securities markets. This segment
of the market is volatile and currently subject to a general decline. There can
be no assurance that this business orientation will result in or continue to
provide sustainable profits. Level Jump has also organized Sandstone
hydrocarbons, Inc., a subsidiary which is reviewing some oil and gas leases
and/or investments.
During the current quarter, Level Jump has consulted for several
companies. For these services, Level Jump has received shares of common stock of
the issuers to which it provided services and a note receivable. Each of the
clients is considered a micro-cap company with securities that trade on the
"pink sheets" or the OTC BB. Although the company believes the securities and
note it holds or received to have value, there is no assurance that the company
will be able to realize that assigned value at any date in the future.
The total operating expenses for the six months ended June 30, 2001
were $373,579 compared to $1,306,443 for the corresponding six month period in
2000. Although Level Jump reduced many of its operating expenses, however, the
consolidated expenses still include significant amounts for professional and
legal expenses and settlement of certain outstanding obligations that had to be
dealt with in connection with the change of control of Level Jump. Level Jump
limited sales and marketing efforts during the quarter, but plans to commence a
sales and marketing effort to inform possible clients of the availability of the
services. No assurance can be given that the marketing efforts will result in
continued improved revenues. Level Jump is continuing to take steps to reduce
and limit expenses where possible, while at the same time trying to promote its
current services.
3
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The consolidated income of Level Jump was $25,298 for the six months
ended June 30, 2001 compared to a loss of $315,082 for the six months ended June
30, 2000. The consolidated income of Level Jump was $192,216 for the three
months ended June 30, 2001 compared to a loss of $258,990 for the three months
ended June 30, 2000. Level Jump has achieved a turn-around in diluted earnings
per share from a loss of $0.04 for the six months ending June 30, 2000, to
earnings of $0.02 for the six months ending June 30, 2001.
The consolidated income amount was the result of the increase in Level
Jump's brokerage commission income and BNJ's trading revenues. Level Jump
believes the significant change from a loss to an income position is as a result
of its efforts to increase services available to customers, reduce costs and
promote its business through careful management. There can be no assurance that
the generation of income will be sustainable into future periods.
Liquidity and Capital Resources
At June 30, 2001, Level Jump has total assets of $1,435,966 compared to
net assets of $1,194,851 at December 31, 2000. In accordance with GAAP as
applied by broker-dealers, Level Jump does not classify its assets and
liabilities as current and non-current. The principal sources of liquidity
include deposits with its clearing broker and marketable securities owned. Level
Jump's primary obligations included accrued liabilities, capital lease
obligations, deferred income taxes and deferred revenues. Level Jump has funded
and expects to fund in the near future short-term operational requirements and
other cash expenditures through the use of available cash and liquid securities,
infusions of cash from related persons to the principal stockholder and
management. These amounts have been evidenced by notes issued to the lenders.
In the future, if available, Level Jump will attempt to seek equity
financing to provide a more regular source of funds for operations. Management
believes that to realize its business plan over the longer term, the company
will need to raise significant external financing. There is no assurance that
Level Jump will be able to obtain any significant capital infusion, and if
obtainable whether it will be on terms that are acceptable for the company.
Level Jump does not have any sources of financing at this time. Level Jump does
not have any sources of equity or long term capital at this time.
Although Level Jump may explore acquisitions to expand and diversify
its business from time to time, it currently has no acquisition plans at this
time. Once general economic and industry conditions stabilize, management plans
to more aggressively to seek acquisition opportunities, as a means of growing
its business and achieving sustainable revenues.
The independent auditors issued their opinion on the financial
statements at December 31, 2000 on the basis that the company will continue as a
going concern. The company's operating losses have continued through the first
three months of fiscal year 2001 and may continue thereafter, although it earned
an operating profit for the quarter ending June 30, 2001. Therefore, there
continues to be substantial doubt from a financial point of view that Level Jump
will be able to continue as a going concern.
4
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PART II. OTHER INFORMATION
ITEM 1: Legal Proceedings
From time to time, Level Jump is subject to legal proceedings and
claims which arise in the ordinary course of its business. Although occasional
adverse decisions or settlements may occur, management believes that the final
disposition of such matters will not have a material adverse effect on its
financial position, results of operations or liquidity
ITEM 2: Changes in Securities and Use of Proceeds
None
ITEM 3: Defaults Upon Senior Securities
None
ITEM 4: Submission of Matters to a Vote of Security Holders
None
ITEM 5: Other Information
None
ITEM 6: Exhibits and Reports on Form 8-K
(a) Exhibits:
None
(b) Reports on Form 8-K:
5
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SIGNATURES
Pursuant to the requirements 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.
LEVEL JUMP FINANCIAL GROUP, INC.
Dated: September 13, 2001 /s/ Marc Harris Nathan
----------------------
Marc Harris Nathan,
Secretary
6