SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-KSB
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
fiscal year ended December 31, 2007
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
transition period from ______________ to________________
Commission
file number 333-143570
JJ&R
VENTURES,
INC.
(Name
of
small business issuer in its charter)
Nevada
20-8610073
(State
or
other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
251
Jeanell Dr., Suite 3,
Carson City,
NV
89703
(Address
of principal executive
offices)
(Zip Code)
Issuer’s
telephone number (831)
393-1396
Securities
registered
under Section 12(b) of the Exchange Act:
Title
of
each
class
Name of each exchange on which registered
_________________________________
______________________________________
_______________________________
______________________________________
Securities
registered
under Section 12(g) of the Exchange Act: None
(Title
of class)
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. [ ]
Note
–
Checking
the box above
will not relieve any registrant required to file reports pursuant to Section
13
or 15(d) of the Exchange Act from their obligations under those
Sections.
|
SEC
2337 (12-05)
|
Persons
who are to respond to
the collection of information contained in this form are not required
to
respond unless the form displays a currently valid OMB control
number.
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act 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
[
xx] No [ ]
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.[ x ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes [ ] No [ xx
]
State
issuer’s revenues for its most recent fiscal
year:
$-0-
State
the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
Our
common stock is not traded on any market or listed on any
exchange. There was not an active market and no trading volume during
fiscal 2007 and there has been no trading volume in 2008, therefore the
aggregate market value of the issuer’s common stock held by non-affiliates at
February 20, 2008 is deemed to be $-0-.
Note:
If
determining whether a person is an affiliate will involve an unreasonable effort
and expense, the issuer may calculate the aggregate market value of the common
equity held by non-affiliates on the basis of reasonable assumptions, if the
assumptions are stated.
(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check
whether the issuer has filed all documents and reports required to be filed
by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.
Yes
[ ] No [ ]
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. As of February 20, 2008
there were 22,345,700 shares of common stock, par value $.0001 issued and
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
If
the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2)
any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24,
1990).
Transitional
Small Business Disclosure Format (Check one): Yes ____; No xxx
PART
I
Item
1. Description of Business
Forward-Looking
Statement Notice
When
used
in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,”
“estimate,” “project,” “intend,” and similar expressions are intended to
identify forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934
regarding events, conditions, and financial trends that may affect JJ&R
Ventures’s future plans of operations, business strategy, operating results, and
financial position. Persons reviewing this report are cautioned that
any forward-looking statements are not guarantees of future performance and
are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.
Description
of Business.
General
We
were
formed as a Nevada corporation on March 2, 2007 as JJ&R Ventures,
Inc. We are in the business of developing and marketing educational
book series, consisting of books, presentations, and flash cards focusing on
healthy nutrition information for children. Our goal is to promote
our books and educational materials by also developing educational programs
for
kids and parents throughout the United States. The educational
programs will start with our “What’s in My Food?” series designed to help kids
to see the value of eating healthy.
Our
business
JJ&R
is in the business of developing children’s books, flash cards, and other
learning materials on most urgent and popular subjects for sale to the general
public.
Initially,
we plan on focusing primarily on the subject of healthy eating habits for
kids. Childhood obesity is a very hot topic discussed daily in the
news media. We believe that our initial product, “What’s in My Food?”
will attract the attention of parents and early education specialists and will
help us enter the competitive market of children’s books and educational
materials. What’s in My Food series of books and flash cards address
what we believe to be a current gap in health and living section of children’s
literature and are designed to teach the kids and their parents how to make
good
choices for healthy living and interactions with others through stories as
seen
through the eyes of a child. The book is currently designed to be up to 30
pages
long, in paper back and in full color. We believe that a competitive
bright styling of the book and other related materials will initially appeal
to
the kids and attract their interest, and will fit in with the standards of
most
book stores.
Our
second line of products, currently under development, is foreign language
learning materials. JJ&R is developing foreign language flash
cards, printed on a solid gloss paper stock for the durability and ease of
use. Parents and early education professionals will be able to
introduce young learners to multiple languages through repetitive use of our
flash cards, with each card showing a word in English, Spanish and sign
language. Each card will also include a picture to visually connect
with the word and help the child hold it in the long term memory
bank.
Our
revenues will be derived from sales of our educational products. We
also plan on organizing seminars designed to attract children and their parents
and put them in touch with the professionals specializing in the subject matter
covered by the seminar. For example, for our “What’s in My Food”
series seminars, we may invite local pediatricians, nutritionists and diet
specialists to give lectures to local kids and their parents on the values
of
good eating. The seminars will be free to the attendants, but
fee-based to the presenters since the seminars will be a valuable way for these
professionals to attract new clients. JJ&R will be actively
marketing its products both to the attendants and the presenters, providing
for
a good cross-marketing opportunity. However, since we have no
experience in seminar organization, our revenues are difficult to predict from
period to period. We intend to target preschools, elementary schools,
home school groups & after school programs and need to cultivate a
significant base of users in order to generate a ratable flow of sales and
revenue. We do not believe that any single customer will be our major
revenue stream.
Our
reputation and positive feedback is dependent on our ability to meet customers’
expectations and delivering informative and quality materials. It is
critical that our quality of product meets customers’ expectations in order for
us to attract repeat business. We intend to
demonstrate to our customers that we have quality products and that we keep
up
with the subjects that are most interesting and current.
The
pricing structure of our products may inhibit our ability to be
profitable. We have researched the existing market for our products
and have made a reasonable estimate with respect to the pricing structure
required to attract business. Unfortunately, at this time our
management is less experienced in this area than many of our
competitors. We may find that while keeping our pricing competitive,
we experience more labor hours than our competitors would on a given product,
and thus may show less of a profit margin on sales.
Our
strategy
Our
purpose is to be the leading content developer and distributor of children’s
books and learning materials in popular areas possibly underserved by the
industry. Customer centricity will be a defining value in everything
we do. In order to accomplish our purpose, we have implemented a
strategy that includes:
•
Publishing of our existing book and learning materials “What’s in My Food?”
series andcommencing initial marketing. Once our materials are
published we can proceed with themarketing efforts though the self-publishing
group, hands-on presentations to schools and other educational facilities,
book
signings, and the company’s website.
•
Improved subject selection and innovation capabilities. Achieving the necessary
steps for us togrow may require significant improvements to our subject
selection and innovation structure andexternal delivery platforms. Once our
core
business of product marketing is established, we intend to develop enhanced
technology platforms capable of streaming video, interactive e-learning,
distributed e-learning and Web advertising to compliment our basic paper product
sales.
•
Enhanced core offerings. Our overall brand strategy will be redefined and
redirected once newsubjects become dominating in the media. Currently, we
believe that we’ve identified a majorsubject on the public’s mind, childhood
obesity. We believe that as parents strive to keep their children
healthy, they will see value in teaching the kids good eating skills instead
of
just providing the food. JJ&R looks to address the growing market
of health oriented parents and to maximize marketing effectiveness by publishing
and selling children’s books and learning materials on the
subject. Further, we intend to develop new interactive and online
distributed content for all brands.
•
Increased lifetime customer value. We also intend to continually enhance the
customerexperience and increasethe lifetime value of each client in order to
retain customers, attract newcustomers and generate additional revenues. We
intend to accomplish this in part by offering additional materials and subjects
for the customer to choose from, thus encouraging the customer to come back
to
our line of products when looking for good reading and educational materials
for
their kids.
Marketing
strategy
Our
sales
and marketing efforts are focused on strengthening our name and building our
reputation as an innovative and quality provider of children’s books and
learning materials. We intend to establish our initial users via
existing relationships that we have and will develop with self-publishing
marketing companies, local parents, schools, and other early education
professionals.
We
will
submit a link to our website to other websites offering children’s books and
learning materials. To improve our chances of attracting repeat
customers we are planning on adding new products and coming out with new
subjects complimenting our materials.
We
believe that initially we will be able to operate at near capacity in the near
future from customers that will be referred by our existing
contacts.
We
believe that our clients will find the values and benefits of our services
to be
superior to their other options. We plan to provide our customers
with:
|
·
|
Expanded
channel reach. Through strategic partnerships, alliances and
new business models, we may be able to generate new revenues without
incurring significant additional marketing or administrative
costs. We intend to identify potential partnerships and
alliances that can result in increased revenues. We will research
underserved market segments and changes in the children’s books market
that will provide insights to reach new market segments. We
will evaluate complementary business possibilities, including potentially
entering whole-sale and commission-based internet marketing
venues.
|
|
·
|
We
also plan to gradually expand our subject offerings and geographical
markets. We are currently developing two core educational subjects
and
learning programs which we will market nationwide through the Internet,
but also locally through hands-on presentations and seminars with
our
test-market being mainly in Northern California. Our seminar
attendants will be initially invited to attend free introductory
workshops
related to a specific educational subject which can be hosted by
our
President and CEO, also the book author, or a local pediatrician
or
nutritionist and held at a local school. The subject, date and location
of
the training session can be advertised in local newspapers, on our
Website, through fliers posted at local schools, and through direct
mailings to schools and parents. At the free informational workshop,
the
attendants may purchase our books and reference materials on the
subject
discussed, and may elect to receive further information about books
and
learning materials on other subjects we
offer.
|
Competition
The
market for children’s books and learning materials is highly
competitive. Additionally, since more and more attention is being
brought to the subject of childhood obesity, there have been an increasing
number of businesses that cater to the same audience as us. We expect
that this will continue to be the trend in this product niche. Some
of our competitors include DiscoveryToys®, Kazoo Toys, S&S Educational Toys,
Teachme2.com, Joonglee.com, as well as others.
Many
of
these businesses have longer operating histories and significantly greater
financial, technical, marketing and managerial resources than we
do. There are relatively low barriers to entry into our
business. While we regard our educational materials, products and
future trademarks as proprietary and rely primarily on federal statutory and
common law protections to protect our interests in these materials, some of
our
proprietary materials may contain commonly used terms and do not afford us
significant trademark protection that would preclude or inhibit competitors
from
designing materials with similar features as our products. We expect
that we will continue to face additional competition from new entrants into
the
market in the future.
Our
business is in an evolving industry and we may not be able to keep up with
the
market for our products. If we do not keep pace with changing trends
and customer preferences, our current products may become obsolete or
unmarketable.
Governmental
Regulation
Although
we intend to comply with all applicable laws and regulations, we cannot assure
you that we are in compliance or that we will be able to comply with all future
laws and regulations. Additional federal or state legislation, or
changes in regulatory implementation, may limit our activities in the future or
significantly increase the cost of regulatory compliance. If we fail
to comply with applicable laws and regulations, criminal sanctions or civil
remedies, including fines, injunctions, or seizures, could be imposed on
us. This could have a material adverse effect on our
operations.
Several
proposals have been made at the
U.S. state
and local level that would
impose additional taxes on the sale of goods and services through the Internet.
These proposals, if adopted, could substantially impair the growth of
e-commerce, and could diminish our opportunity to derive financial benefit
from
our activities. In December 2004, the U.S. federal
government enacted
legislation extending the moratorium on states and other local authorities
imposing access or discriminatory taxes on the Internet through November 2007.
This moratorium does not prohibit federal, state, or local authorities from
collecting taxes on our income or from collecting taxes that are due under
existing tax rules. In conjunction with the Streamlined Sales Tax Project,
the
U.S. Congress continues to consider overriding the Supreme Court’s
Quilldecision,
which limits the ability of
state governments to require sellers outside of their own state to collect
and
remit sales taxes on goods purchased by in-state residents. An overturning
of
the Quill
decision
would harm our users and our
business.
Current
Status
Our
book
“What’s in My Food” is now being edited and revised. The next step
will be to illustrate the book and initiate promotional set up. We
believe it will take a minimum of six months for publication.
Employees
At
the
present time Deborah Flores is our only employee as well as our sole officer
and
director and a major shareholder. Mrs. Flores will devote such time
as required to actively market and further develop our services and software
products. At present, we expect Mrs. Flores will devote at least 30
hours per week to our business. We expect to contract the services of
a web hosting company and use their central server for our web site
needs. We do not anticipate hiring any additional employees until
such time as additional staff is required to support our
operations.
Item
2. Description of Property.
We
currently do not maintain a store front or an office and all our operations
are
conducted from the home office provided by our officer and director Deborah
Flores at no cost. We do not have any written agreement regarding our
office space. Our address is 251 Jeanell Dr., Suite 3,
Carson
City, NV 89703. Our
telephone number is
831-393-1396. We anticipate this situation will be maintained
for at least the next twelve months. The facility meets our current
needs, however should we expand in the future, we may have to
relocate. If we have to relocate, we will seek office space at or
below then prevailing rates.
Item
3. Legal Proceedings.
No
legal
proceedings are threatened or pending against JJ&R Ventures or any of our
officers or directors. Further, none of our officers, directors or
affiliates are parties against JJ&R Ventures or have any material interests
in actions that are adverse our own.
Item
4. Submission of Matters to a Vote of Securities
Holders.
None.
PART
II
Item
5. Market for Common Equity and Related Stockholder
Matters.
Our
common stock is not listed on any exchange or traded on any market. There was
not an active market and no trading volume during fiscal 2007 and there has
been
no trading volume in 2008.
As
of
February 20, 2008, there were approximately 40 shareholders of record holding
22,345,700 shares of common stock. The holders of common stock are entitled
to
one vote for each share held of record on all matters submitted to a vote of
stockholders. Holders of the common stock have no preemptive rights and no
right
to convert their common stock into any other securities. There are no redemption
or sinking fund provisions applicable to the common stock.
We
have
not paid, nor declared, any cash dividends since our inception and do not intend
to declare any such dividends in the foreseeable future. Our ability to pay
cash
dividends is subject to limitations imposed by Nevada law. Under Nevada law,
cash dividends may be paid to the extent that a corporation’s assets exceed its
liabilities and it is able to pay its debts as they become due in the usual
course of business.
Item
6. Management’s Discussion and Analysis or Plan of
Operation.
Years
Ended December 31, 2007
We
have
experienced losses since inception. We did not generate any revenues
from operations during the year ended December 31, 2007. Expenses
during the year ended December 31, 2007 were $39,827 with interest expense
of
$477, giving us a net loss of $40,305. Expenses consisted of general
and administrative expenses, office equipment and professional
fees.
Liquidity
and Capital Resources
At
December 31, 2007, we had $8,013 in available cash on hand and $106,550 in
restricted cash for a total of $114,563 in current assets. We had
fixed assets consisting of furniture, computer and equipment less accumulated
depreciation of $1,794 making our total assets $116,357 for year end December
31, 2007. We anticipate our expenses for the next twelve
months will be approximately $40,000.
During
the year JJ&R Ventures borrowed $3,000 from one of its shareholders for
working capital purposes. The amount is due in December 2008 with
interest at the rate of 12%.
JJ&R
Ventures purchased a computer for approximately $1,863 and financed it over
a
five year period with interest at a rate of 29.24%.
The
Company has filed a registration
statement on Form SB-2 with the Securities and Exchange Commission to register
3,000,000 shares of common stock for sale at a price of $.10 per share for
a
total of up to $300,000. The registration statement was declared
effective on June 27, 2007.
The Company closed its offering on January 2, 2008 and had raised a total of
$114,550 through the sale of 1,145,500 shares of common
stock.
The
following table sets forth our use of proceeds from the sale of the 1,145,500
shares of common stock.
Total
Proceeds
$114,550
Less
Estimated Offering
Expenses
25,000
Net
Proceeds
Available
$ 89,550
Use
of
Net Proceeds
Website
Maintenance
-0-
Marketing
-0-
Publishing
$17,355
Working
capital $72,195
TOTAL
NET
PROCEEDS
In
the
past we have relied on advances from our president or shareholders to cover
our
operating costs. Management anticipates that have sufficient
capital to meet our needs through the next 12 months. However, there
can be no assurances to that effect. Our need for capital may change
dramatically if we acquire an interest in a business opportunity during that
period. At present, we have no understandings, commitments or
agreements with respect to the acquisition of any business venture, and there
can be no assurance that we will identify a business venture suitable for
acquisition in the future. Further, we cannot assure that we will be
successful in consummating any acquisition on favorable terms or that we will
be
able to profitably manage any business venture we acquire. Should we
require additional capital, we may seek additional advances from officers,
sell
common stock or find other forms of debt financing.
To
demonstrate our commitment to maintaining ethical reporting and business
practices, we adopted a Code of Ethics and Business Conduct.
Financial
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An
Interpretation of FASB Statement No. 109”, Statement of Financial Accounting
Standards (“SFAS”) No. 141 (revised 2007), “Business Combinations”, SFAS No.
160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment
of ARB No. 51”, SFAS No. 159, “The Fair Value Option for Financial Assets and
Financial Liabilities – Including an Amendment of FASB Statement No. 115”, SFAS
No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans”, SFAS No. 157, “Fair Value Measurements”, SFAS No. 156,
“Accounting for Servicing of Financial Assets”, SFAS No. 155, “Accounting for
Certain Hybrid Instruments”, and SFAS No. 154, “Accounting Changes and Error
Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3”,
were recently issued. These recently-enacted accounting standards have no
current applicability to the Company or their effect on the financial statements
would not have been significant.
Item
7. Financial Statements.
Our
financial statements appear at the end of this report beginning with the Index
to Financial Statements on page F-1.
Item
8A(T). Controls and Procedures.
(a)
Evaluation
of
Disclosure Controls and Procedures. Our management, with
the
participation of our President, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report.
Based on that evaluation, our President concluded that our disclosure controls
and procedures as of the end of the period covered by this report were effective
such that the information required to be disclosed by us in reports filed
under
the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms and
(ii) accumulated and communicated to our management, including our
President, as appropriate to allow timely decisions regarding disclosure.
A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
Management’s
Annual
Report on Internal Control over Financial Reporting. Our management is
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and
the
preparation of financial statements for external purposes of accounting
principles generally accepted in the United States.
Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance of achieving their control
objectives.
Our
management, with the participation
of the President, evaluated the effectiveness of the Company’s internal control
over financial reporting as of December 31, 2007. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control — Integrated Framework. Based on this evaluation, our
management, with the participation of the President, concluded that, as of
December 31, 2007, our internal control over financial reporting was
effective.
(b)
Changes
in Internal Control over
Financial Reporting. There were no changes in the Company's
internal controls over financial reporting, known to the chief executive officer
or the chief financial officer, that occurred during the period covered by
this
report that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
Item
8B. Other Information
There
are
no further disclosures. All information that was required to be disclosed in
a
Form 8-K during the fourth quarter, 2007 has been disclosed.
PART
III
Item
9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
The
following table sets forth the name, age, position and office term of each
executive officer and director of the Company.
|
|
Name
|
Age
|
Position
|
Director
or Officer
Since
|
Deborah
Flores
35
President, Secretary,
Treasurer March
2, 2007
and
Director
All
officers hold their positions at the will of the Board of
Directors. All directors hold their positions for one year or until
their successors are elected and qualified.
Set
forth
below is certain biographical information regarding the Company’s executive
officer and director:
Deborah
Flores, President, Secretary,
Treasurer and Director. Mrs. Flores is an owner/operator of Go
Espresso, formerly Michael’s Cannery Row Deli since November 1993. Go
Espresso is an exclusive catering and event vending business providing service
in Monterey County, California and surrounding areas.
The
Company has no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and
is
not required to have an audit committee because it is not a listed security
as
defined in Section 240.10A-3.
Item
10. Executive Compensation
The
following table sets forth
certain summary information concerning the compensation paid or accrued for
each
of the Registrant’s last three completed fiscal years to the Registrant’s or its
principal subsidiaries chief executive officers and each of its other executive
officers that received compensation in excess of $100,000 during such period
(as
determined at December 31, 2007, the end of the Registrant’s last completed
fiscal year).
|
SUMMARY
COMPENSATION
TABLE
|
|
Name
and principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(4)
|
Option
Awards
($)
(4)
|
Non-
Equity
Incentive
Plan
Compen-
sation
($)
|
Nonquali-
fied
Deferred
Compen-
sation
Earnings
($)
|
All
Other
Compen-
sation
($)
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
Deborah
Flores
|
2007
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
| |
|
|
|
|
|
|
|
|
|
There
are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any person named in Cash Compensation set out
above
which would in any way result in payments to any such person’s termination of
employment with the Company or any change in control of the Company, or a change
in the person’s responsibilities following a change in control of the
Company.
No
retirement, pension, profit sharing, stock option or insurance programs or
other
similar programs have been adopted by the Company for the benefit of its
employees.
Compensation
of Directors
There
are
no agreements to compensate any of the directors for their
services.
Our
officers and directors are reimbursed for expenses incurred on our
behalf. Our officers and directors will not receive any finder’s fee
as a result of their efforts to implement the business plan outlined
herein. However, our officers and directors anticipate receiving
benefits as beneficial shareholders of our common stock.
We
have
not adopted any retirement, pension, profit sharing, stock option or insurance
programs or other similar programs for the benefit of our
employees.
Employment
Contracts and Termination of Employment and Change in Control
Arrangement.
There
are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any person named in Executive Compensation set
out
above which would in any way result in payments to any such person because
of
his resignation, retirement, or other termination of such person’s employment
with the Company or its subsidiaries, or any change in control of the Company,
or a change in the person’s responsibilities following a change of control of
the Company.
Item
11. Security Ownership of Certain Beneficial Owners and
Management.
The
following table sets forth as of February 20, 2008, the number and percentage
of
the 22,345,700 shares of outstanding common stock which, according to the
information supplied to the Company, were beneficially owned by (i) each person
who is currently a director of the Company, (ii) each executive officer, (iii)
all current directors and executive officers of the Company as a group and
(iv)
each person who, to the knowledge of the Company, is the beneficial owner of
more than 5% of the outstanding common stock. Except as otherwise
indicated, the persons named in the table have sole voting and dispositive
power
with respect to all shares beneficially owned, subject to community property
laws where applicable.
|
|
Title
of
|
Name
and Address of
|
Amount
and Nature of
|
Percentage
of
Class
|
|
|
Class
|
Beneficial
Owner
|
Beneficial
Ownership
|
Common
Deborah Flores
(1) 15,000,000
67.12%
1780 Granada St.
Seaside, CA 93955
Common
Brittany
Grisham
2,000,000
8.95%
1656 Darwin St.
Seaside, CA 93955
Common
Anastasiya
Kravchenko
2,100,000
9.39%
1359 Ahlrich Ave.
Encinitas, CA 92024
Common
Darya
Shahvaran 2,100,000
9.39%
1276 7th
Ave.
San Francisco, CA 94122
Total
Officers and Directors
As
a
Group (1
Person)
15,000,000 67.12%
(1)
Officer and/or director
There
are
no contracts or other arrangements that could result in a change of control
of
the Company.
Item
12. Certain Relationships and Related Transactions.
We
utilize office space at the residence of Deborah Flores to conduct our
activities at no charge.
Subsequent
to December 31, 2007, we repaid a note held by Deborah Flores in the amount
of
$3,000 plus $193.72 interest from proceeds of our public offering.
Item
13. Exhibits and Reports on Form 8-K.
The
Company has adopted a code of ethics
that applies to the Company’s principal executive officer, principal financial
officer, principal accounting officer or controller. The Company will
provide, at no cost, a copy of the Code of Ethics to any shareholder of the
Company upon receiving a written request sent to the Company’s address shown on
Page 1 of this report.
Exhibit
#
Description
Location
|
Exhibit
3(i)
|
Articles
of
Incorporation
|
*
|
|
Exhibit
31
|
Certification
of the Principal Executive Officer and
|
Attached
|
Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
|
Exhibit
32
|
Certification
of the Principal Executive Officer and
|
Attached
|
|
|
Principal
Financial Officer pursuant to U.S.C. Section 1350
|
|
|
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
|
|
|
*
Incorporated by reference.
Filed as exhibit to SB-2 on June
7, 2007.
|
** The
Exhibit attached to
this Form 10-KSB shall not be deemed "filed" for purposes of Section 18 of
the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to
liability under that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange
Act,
except as expressly set forth by specific reference in such
filing.
(b) Reports
on Form
8-K.
None.
Item
14. Principal Accountant Fees and Services
Audit
Fee
The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal account for the audit of JJ&R Ventures’s
annual financial statement and review of financial statements included in
JJ&R Ventures’s 10-QSB reports and services normally provided by the
accountant in connection with statutory and regulatory filings or engagements
were $-0- for fiscal year ended 2006 and $10,500 for fiscal year ended
2007.
Audit-Related
Fees
There
were no fees for other audit related services for fiscal years ended 2007 and
2006.
Tax
Fees
There
were no fees for tax compliance, tax advice and tax planning for the fiscal
years 2007 and 2006.
All
Other
Fees
There
were no other aggregate fees billed in either of the last two fiscal years
for
products and services provided by the principal accountant, other than the
services reported above.
We
do not
have an audit committee currently serving and as a result our board of directors
performs the duties of an audit committee. Our board of directors
will evaluate and approve in advance, the scope and cost of the engagement
of an
auditor before the auditor renders audit and non-audit services. We
do not rely on pre-approval policies and procedures.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
JJ&R
VENTURES, INC.
Date:
March 4,
2008
/s/ Deborah
Flores
Chief Executive Officer and
Chief Financial Officer
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the
dates indicated.
|
Date:
March 4, 2008
|
/s/
Deborah Flores
|
INDEX TO THE FINANCIAL STATEMENTS
Report of Independent Registered Public
Accounting Firm
Balance
Sheet, From
March 1, 2007 (date of inception) to December 31, 2007
Statement
of Operations, From
March 1, 2007 (date of inception) to December 31, 2007
Statement
of Retained Deficit, From
March 1, 2007 (Date of Inception) to December 31,
2007
Statement
of Cash Flows, From
March 1, 2007 (Date of incepetion) to December 31, 2007
Notes
to the Financial Statements
JJ
and R
Ventures, Inc.
Development
Stage Company
Balance
Sheet
From
March 1, 2007 (date of inception) to December 31, 2007
|
ASSETS
|
|
|
|
|
|
|
2007
|
|
Current
assets
|
|
|
|
|
|
|
|
| |
Cash
in bank
|
|
|
|
|
|
$
|
8,013
|
| |
Restricted
Cash
|
|
|
|
|
|
|
106,550
|
| |
|
Total
current assets
|
|
|
|
|
|
114,563
|
|
Fixed
Assets
|
|
|
|
|
|
|
|
| |
Furniture
and Equipment
|
|
|
|
|
|
|
| |
Computer
|
|
|
|
|
|
|
1,993
|
| |
Accumulated
Depreciation
|
|
|
|
|
|
(199)
|
| |
|
Total
Fixed Assets
|
|
|
|
|
|
1,794
|
| |
|
|
Total
assets
|
|
|
|
|
$
|
116,357
|
| |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
| |
Accounts
payable-trade
|
|
|
|
|
$
|
22,401
|
| |
Accounts
payable-other
|
|
|
|
|
|
1,000
|
| |
Accrued
interest
|
|
|
|
|
|
|
149
|
| |
Proceeds
fm Unissued Stock Sales
|
|
|
|
|
114,550
|
| |
|
Total
current liabilities
|
|
|
|
|
|
138,100
|
| |
|
|
|
|
|
|
|
|
|
|
| |
Notes
Payable-computer
|
|
|
|
|
|
1,862
|
| |
Notes
payable related parties
|
|
|
|
|
|
3,000
|
| |
|
Total
Long-Term Liabilities
|
|
|
|
|
4,862
|
| |
|
|
Total
liabilities
|
|
|
|
|
|
142,962
|
|
Shareholders'
deficit
|
|
|
|
|
|
|
|
| |
Preferred
stock, 5,000,000 shares
|
|
|
|
|
|
| |
|
authorized
|
|
|
|
|
|
|
0
|
| |
Common
stock, 200,000,000 shares
|
|
|
|
|
|
| |
|
authorized,
21,200,200 outstanding
|
|
|
|
|
2,120
|
| |
Paid
in capital
|
|
|
|
|
|
|
11,580
|
| |
Retained
deficit
|
|
|
|
|
|
|
(40,305)
|
| |
|
|
Total
shareholders' equity
|
|
|
|
|
(26,605)
|
| |
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders' equity
|
|
|
|
$
|
116,357
|
The
accompanying notes are an integral part of these financial
statements
JJ
and R
Ventures, Inc.
A
Development Stage Company
Statement
of Operations
From
March 1, 2007 (date of inception) to December 31, 2007
| |
|
|
|
|
|
|
|
|
Accumulated
|
| |
|
|
|
|
|
|
|
|
Deficit
|
| |
|
|
|
|
|
|
|
|
During
|
| |
|
|
|
|
|
|
|
|
Development
|
| |
|
|
|
|
|
|
|
|
Stage
|
|
Sales
|
|
|
|
|
|
|
$
|
0
|
| |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
| |
Automobile
Expenses
|
|
|
|
|
57
|
| |
Bank
charges
|
|
|
|
|
|
173
|
| |
Business
license and permits
|
|
|
|
|
1,035
|
| |
Computer
and internet expenses
|
|
|
|
371
|
| |
Filing
fees
|
|
|
|
|
|
3,981
|
| |
Depreciation
Expense
|
|
|
|
|
199
|
| |
Office
supplies
|
|
|
|
|
|
302
|
| |
Professional
fees
|
|
|
|
|
|
31,970
|
| |
Telephone
Expenses
|
|
|
|
|
1,739
|
| |
|
|
Total
expenses
|
|
|
|
|
39,827
|
| |
|
Net
loss from operations
|
|
|
|
|
(39,827)
|
| |
|
|
|
|
|
|
|
|
|
| |
Interest
Expense
|
|
|
|
|
|
(477)
|
| |
|
|
|
|
|
|
|
|
|
| |
|
Net
income (loss)
|
|
|
|
|
(40,305)
|
| |
|
|
|
|
|
|
|
|
|
|
Loss
per common share
|
|
|
|
$
|
($0.01)
|
|
Weighted
average of
|
|
|
|
|
|
|
| |
shares
outstanding
|
|
|
|
|
|
21,200,000
|
The
accompanying notes are an integral part of these financial
statements
JJ
and R
Ventures, Inc
A
Development Stage Company
Statement
of Retained Deficit
From
March 1, 2007 (Date of Inception) to December 31, 2007
| |
|
|
|
|
|
|
|
Deficit
|
|
|
| |
|
|
|
|
|
|
|
Accumulated
|
|
|
| |
|
Common
stock
|
|
Paid
|
|
During
|
|
|
| |
|
|
|
|
|
In
|
|
Development
|
|
|
| |
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Total
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
March
31, 2007
|
|
21,200,000
|
$
|
2,120
|
$
|
11,580
|
$
|
0
|
$
|
13,700
|
|
Net
loss for the period
|
|
|
|
|
|
|
(40,305)
|
|
(40,305)
|
|
December
31, 2005
|
|
21,200,000
|
$
|
2,120
|
$
|
11,580
|
$
|
(40,305)
|
$
|
(26,605)
|
The
accompanying notes are an integral part of these financial
statements
JJ
and R
Ventures
A
Development Stage Company
Statement
of Cash Flows
From
March 1, 2007 (Date of incepetion) to December 31, 2007
|
CASH
FLOWS FROM
|
|
|
|
|
|
|
|
Accumulated
Cash Flows During Development Stage
|
| |
OPERATING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
|
|
|
|
|
|
$
|
(40,305)
|
|
|
Adjustment
to reconcile net to net cash
|
|
|
|
|
|
|
|
|
| |
provided
by operating activities
|
|
|
|
|
|
|
|
|
| |
|
Depreciation
|
|
|
|
|
|
|
|
|
199
|
|
| |
|
Increase
in accounts payable
|
|
|
|
|
|
|
23,401
|
|
| |
|
Increase
in accrued interest
|
|
|
|
|
|
|
149
|
|
| |
|
Increase
in Loans PY
|
|
|
|
|
|
|
|
1,862
|
|
| |
|
Increase
in state franchise tax
|
|
|
|
|
|
|
|
|
| |
|
(Increase)
in prepaid expenses
|
|
|
|
|
|
|
0
|
|
| |
|
Increase
in cash deposits from stock
|
|
|
|
|
|
|
(106,550)
|
|
|
NET
CASH PROVIDED
|
|
|
|
|
|
|
|
|
|
| |
BY
OPERATING ACTIVITIES
|
|
|
|
|
|
|
(121,244)
|
|
|
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
| |
|
Assets
transferred
|
|
|
|
|
|
|
|
|
|
|
NET
CASH USED IN
|
|
|
|
|
|
|
|
|
|
| |
INVESTING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
| |
|
Computer
purchase
|
|
|
|
|
|
|
|
(1,993)
|
|
|
NET
CASH REALIZED
|
|
|
|
|
|
|
|
|
|
| |
FROM
INVESTING ACTIVITIES
|
|
|
|
|
|
|
(1,993)
|
|
|
FINANCING
ACTIVITIES
|
|
|
|
|
|
|
|
|
|
| |
|
Proceeds
fm Unissued Stocks Sale
|
|
|
|
|
|
|
114,550
|
|
| |
|
Sale
of common stock
|
|
|
|
|
|
|
|
13,700
|
|
| |
|
Related
party notes
|
|
|
|
|
|
|
|
3,000
|
|
|
NET
CASH REALIZED
|
|
|
|
|
|
|
|
|
|
| |
FROM
FINANCING ACTIVITIES
|
|
|
|
|
|
|
131,250
|
|
|
INCREASE
IN CASH
|
|
|
|
|
|
|
|
|
|
| |
AND
CASH EQUIVALENTS
|
|
|
|
|
|
|
8,013
|
|
|
Cash
and cash equivalents
|
|
|
|
|
|
|
|
|
|
| |
at
the beginning of the year
|
|
|
|
|
|
|
|
0
|
|
|
CASH
AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
| |
AT
YEAR END
|
|
|
|
|
|
|
|
$
|
8,013
|
|
The
accompanying notes are an integral part of these financial
statements
JJ&R
Ventures,
Inc.
(A
DEVELOPMENT STAGE COMPANY)
Notes
to
Financial Statements
December
31, 2007
Note
A:
Summary of Significant
Accounting Policies
Development
Stage
Company
JJ&R
Ventures, Inc. (the “Company”) is a development stage company as defined in the
Financial Accounting Standards Board No. 7. The Company is devoting
substantially all of its present efforts in securing and establishing a new
business, and although planned principal operations have commenced, substantial
revenues have yet to be realized.
Use
of
estimates
The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect certain reported amounts and disclosures. Accordingly, actual
results could differ from these estimates.
Cash
equivalents
For
the
purpose of the statement of cash flows, the company considers all highly liquid
debt instruments purchased with the original maturity of three months or less
to
be cash equivalents.
Income
Taxes
Income
taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due plus deferred taxes related
primarily to differences between the recorded book basis and tax basis of assets
and liabilities for financial and income tax reporting. The deferred
tax assets and liabilities represent the future tax return consequences of
those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settle. Deferred taxes are also
recognized for operating losses that are available to offset future taxable
income and tax credits that are available to offset future federal income
taxes.
Earnings
Per
Share
Basic
earnings per share is computed by dividing the net income available to common
stockholders by the weighted average number of common shares outstanding during
the period.
Recent
Accounting
Pronouncements
In
September 2006, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 157, Fair Value Measurements (“SFAS No. 157”). SFAS
No. 157 defines fair value, establishes a framework for measuring fair
value and enhances disclosures about fair value measures required under other
accounting pronouncements, but does not change existing guidance as to whether
or not an instrument is carried at fair value. SFAS No. 157 is effective
for fiscal years beginning after November 15, 2007. We are currently
reviewing the provisions of SFAS No. 157 to determine the impact, if any,
on our condensed consolidated financial statements.
In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities - Including an Amendment of FASB
No. 115 ("SFAS No. 159"). SFAS No. 159 permits companies to
choose to measure many financial instruments and certain other items at fair
value in order to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex
hedge
accounting provisions. SFAS No. 159 is effective for our fiscal year ending
March 31, 2009. We are currently assessing the impact, if any, of this
statement on our condensed consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations,
or (“SFAS 141(R)”). SFAS 141(R) establishes principles and requirements for how
the acquirer of a business recognizes and measures in its financial statements
the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree. SFAS 141(R) also provides guidance
for
recognizing and measuring the goodwill acquired in the business combination
and
determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. The provisions of SFAS 141(R) are effective for financial
statements issued for fiscal years beginning after December 15, 2008. We
are currently assessing the financial impact of SFAS 141(R) on our consolidated
financial statements.
In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements — An Amendment of ARB No. 51(“SFAS 160”).
SFAS 160 amends Accounting Research Bulletin No. 51, “Consolidated
Financial Statements,” or ARB 51, to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement also amends certain of ARB
51’s
consolidation procedures for consistency with the requirements of SFAS 141(R).
In addition, SFAS 160 also includes expanded disclosure requirements regarding
the interests of the parent and its noncontrolling interest. The provisions
of
SFAS 160 are effective for fiscal years beginning after December 15, 2008.
Earlier adoption is prohibited. We are currently assessing the financial impact
of SFAS 160 on our consolidated financial statements.
Note
B:
Background
The
Company was incorporated under the laws of the State of Nevada on March 2,
2007. The principal activities of the Company, from the beginning of
the development stage, have been organizational matters and the sale of
stock. The Company was formed to provide child education
services.
Note
C:
Income
taxes
The
benefit for income taxes from operations consisted of the following components:
current tax benefit of $11,032 resulting from a net loss before income taxes,
and deferred tax expenses of $11,032 from a valuation allowance recorded against
the deferred tax asset resulting from net operating losses. Net
operating loss carryforward will expire in 2027.
The
valuation allowance will be evaluated at the end of each year, considering
positive and negative evidence about whether the asset will be
realized. At the time, the allowance will either be increased or
reduced; reduction would result in the complete elimination of the allowance
if
positive evidence indicates that the value of the deferred tax asset is no
longer required.
Note
D:
Sale of
stock
During
the month of March, the Company raised $13,700 from sale of stock, to one
founder and 3 unrelated individuals. The total amount of share issued
were 21,200,000.
At
year
end the Company was in the process of an IPO raising a total of between $75,000
and $150,000 at $.10 a share. On December 31, 2007 the Company had
raised a total $114,550 thru the sale of 1,145,500 shares. Escrow
closed January 2, 2008.
Note
E.
Related Party
Transactions
During
the period ending December 31, 2007, the Company borrowed from one of its
shareholders’ $3,000 that will be repaid in December 2008. The
interest rate is 12%.
Note
F:
Going
concern
Since
inception, the Company has had net losses from operating activities, which
raise
substantial doubt about its ability to continue as a going concern.
The
Company is in the process of raising initial working capital through a public
offering of its common stock, which is expected to provide liquidity until
operations become profitable.
The
Company is actively seeking clients for the intended operations thru aggressive
marketing.
The
Company’s ability to continue as a going concern is dependent upon a successful
public offering and ultimately achieving profitable operations. There
is no assurance that the Company will be successful in its efforts to raise
additional proceeds or achieve profitable operations. The financial
statements do not include any adjustments that might result from the outcome
of
this uncertainty.
Note
G:
Note
Payable
The
Company purchased a computer and financed it for five years at an interest
rate
of 29.24%. The five year principal payments are as
follows:
2008
$201
2009
$269
2010
$359
2011
$479
2012
$555
